CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Cash Collateral Agreement

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The Bank of New York Trust Company, N.A. | 155 EAST TROPICANA, LLC | 155 EAST TROPICANA FINANCE CORP.

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Title: CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Governing Law: New York Date: 5/13/2005

Search Cash Collateral Agreement by:

Exhibit 2.15

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

among

The Bank of New York Trust Company, N.A.,

as the Disbursement Agent,

The Bank of New York Trust Company, N.A.,

as the Trustee,

and

155 EAST TROPICANA, LLC

and

155 EAST TROPICANA FINANCE CORP.,

together, as the Issuers

Dated as of March 29, 2005

TABLE OF CONTENTS

1.	Definitions
	1.1	Defined Terms
	1.2	Additional Defined Terms
	1.3	Rules of Interpretation

2.	Establishment of Accounts
	2.1	Appointment of Disbursement Agent
	2.2	Establishment of Accounts
	2.3	Pledge Agreement
	2.4	Investment of Funds in Accounts
	2.5	Agency
	2.6	Waiver of Set-off Rights

3.	Disbursements from Accounts
	3.1	Conditions to Disbursement
	3.2	Method of Disbursement
	3.3	Disbursement Agent’s Compensation
	3.4	Transfer of Funds to the Trustee

4.	Agreements of the Issuers, the Disbursement Agent and the Trustee
	4.1	Disbursement Requests and Disbursements
	4.2	Insufficient Available Funds

5.	Interest Reserve
	5.1	Interest Disbursements
	5.2	Interest Reserve Account Amounts

6.	Certain Covenants
	6.1	Notice of Re-Opening
	6.2	Officer’s Certificate as Representation and Warranty

7.	Renovation Disbursement Account
	7.1	Conditions to Initial Disbursements
	7.2	Conditions to Subsequent Disbursements
	7.3	Advance Disbursements
	7.4	Working Capital Disbursement
	7.5	Disbursements after an Event of Default
	7.6	Final Disbursement of Funds Following Re-Opening

8.	Amendments to Renovation Disbursement Budget; Amendments to Contracts; Amendments to Hooters Renovation Cost Schedule and Cost Overruns
	8.1	Renovation Disbursement Budget Amendment Process
	8.2	Contract Amendment Process
	8.3	Contracts Entered into after the Issuance Date

	8.4	Hooters Renovation Cost Schedule and Cost Overruns

9.	Events of Default
	9.1	Indenture
	9.2	Failure to Approve Disbursement Request
	9.3	Exception to Prior Disbursement
	9.4	Insufficient Funds
	9.5	Performance of Certain Obligations
	9.6	Reserved
	9.7	Abandonment of Hooters Renovation
	9.8	Termination or Invalidity of Renovation Documents
	9.9	Schedule of Operations

10.	Disbursed Funds Account
	10.1	Rights of the Issuers to Disbursed Funds Account
	10.2	Right to Substitute Disbursed Funds Account

11.	Limitation of Liability

12.	Indemnity

13.	Termination

14.	Substitution or Resignation
	14.1	Disbursement Agent

15.	Account Statement

16.	Notice

17.	Miscellaneous
	17.1	Waiver
	17.2	Invalidity
	17.3	No Authority
	17.4	Assignment
	17.5	Benefit
	17.6	Time
	17.7	Governing Law; Waiver of Jury Trial
	17.8	Entire Agreement; Amendments
	17.9	Notices
	17.10	Counterparts
	17.11	Captions
	17.12	Right to Consult Counsel
	17.13	Force Majeure

EXHIBITS

Exhibit A	Form of Initial Disbursements Certificate
Exhibit B-1	Form of Issuers’ Closing Certificate
Exhibit B-2	Form of Disbursement Agent’s Closing Certification
Exhibit B-3	Form of Trustee’s Closing Certification
Exhibit C	Form of Interest Disbursement Request
Exhibit D-1	Form of Renovation Disbursement Request and Certificate
Exhibit D-2	Form of Advance Disbursement Request and Certificate
Exhibit E	Form of Renovation Disbursement Budget Amendment Certificate
Exhibit F-1	Form of Contract Amendment Certificate
Exhibit F-2	Form of Additional Contract Certificate
Exhibit G	Form of Consent to Collateral Assignment of Contract
Exhibit H	Form of Pro Forma Title Policy

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CASH COLLATERAL AND DISBURSEMENT AGREEMENT

THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 29, 2005, by and among The Bank of New York Trust Company, N.A., having an office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), The Bank of New York Trust Company, N.A., as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), and 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”) and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” together with the Company, the “Issuers”).

R E C I T A L S

A. Notes. The Issuers have issued