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EXHIBIT 10.1
REAFFIRMATION, CONSENT
AND AMENDMENT OF INTERCREDITOR AND
SUBORDINATION
AGREEMENT
Dated as of October 29,
2004
Reference is made to that
certain Intercreditor and Subordination Agreement (as amended prior
to the date hereof, the “ VCAT Agreement ”),
dated as of October 10, 2000, and executed by VENTURE CATALYST
INCORPORATED (“ VCAT ”) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent (in
such capacity, “ Administrative Agent ”) for the
Senior Lenders (as defined in the VCAT Agreement). Terms used
herein and not otherwise defined herein shall have the meaning
given in the VCAT Agreement.
Reference is made to that
certain Amended and Restated Loan Agreement (as the same may from
time to time be supplemented, modified, amended, restated or
extended, the “ October 2004 Loan Agreement ”)
among the Barona Tribal Gaming Authority (the “
Borrower ”), the Administrative Agent and the lenders
from time party thereto dated as of October 29, 2004.
The terms of this document
shall be effective as of the Restatement Effective Date as defined
in the October 2004 Loan Agreement.
VCAT agrees and consents to
the terms and conditions of the October 2004 Loan Agreement to the
extent it amends or otherwise modifies any provision of the
Permanent Loan Agreement (as defined in that certain Reaffirmation,
Consent and Amendment of Intercreditor and Subordination Agreement
dated as of July 2, 2001 between VCAT and the Administrative
Agent). VCAT confirms that (i) the obligations of the Borrower to
the Administrative Agent and the Senior Lenders constitute
“Senior Indebtedness” under the VCAT Agreement, (ii)
the “Lenders” as defined in the October 2004 Loan
Agreement are “Senior Lenders” under the VCAT Agreement
and (iii) references to the Tribal Companion Agreement shall be
deemed references to the
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