CREDIT AGREEMENT

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TABLE OF CONTENTS

Exhibit 4.1

CUSIP: 01609MAA2

CREDIT AGREEMENT

Dated as of October 5, 2007

among

ALIANTE GAMING, LLC,

The Lenders herein named,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent

BANK OF SCOTLAND PLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Documentation Agents

and

BANK OF AMERICA, N.A.,

as Administrative Agent

and

BANC OF AMERICA SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

i

ii

iii

Exhibits

Schedules

iv

CREDIT AGREEMENT

Dated as of October 5, 2007

        This CREDIT AGREEMENT is entered into by and among Aliante Gaming, LLC, a Nevada limited liability company (together with its successors and permitted assigns, the "Borrower"), each lender listed on the signature pages hereto or which from time to time becomes a party hereto (collectively, the "Lenders", and individually, a "Lender") and Bank of America, N.A., as Administrative Agent. Wachovia Bank, National Association has served as Syndication Agent and Bank of Scotland plc and Wells Fargo Bank, National Association have served as Documentation Agents for the credit facilities described herein. Banc of America Securities LLC, Wachovia Capital Markets, LLC and Wells Fargo Bank, National Association have served as Joint Lead Arrangers and Joint Book Managers for the credit facilities described herein. Borrower, Administrative Agent and the Lenders agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

        1.1     Defined Terms.     As used in this Agreement, the following terms shall have the meanings set forth below:

        " Administrative Agent " means Bank of America, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

        " Administrative Agent's Office " means the Administrative Agent's office at 201 Clayton Road, Concord, California 94520, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.

        " Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.

        " Advance " means any advance made or to be made by any Lender to Borrower as provided in Article 2, and includes each Base Rate Advance and LIBOR Advance.

        " Affiliate " means, as to any Person (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (b) any executive officer or director of such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

        " Agent-Related Persons " means the Administrative Agent, together with its Affiliates (including Bank of America in its capacity as the Administrative Agent and a Lead Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

        " Agreement " means this Credit Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.

        " Amortization Date " means June 30, 2009 and each subsequent Quarterly Payment Date.

        " Amortization Expense " means, for any period, amounts recognized during such period as amortization of goodwill and other assets classified as intangible assets in accordance with GAAP.

        " Applicable Margin " means, as of each date of determination,

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•         (a)   in respect of the Revolving Loans, Construction Loans, Converted Term Loans, Swing Line Loans, Letters of Credit, and Commitment Fee Rate prior to the delivery of the financial statements pursuant to Section 7.1 for the first Post Opening Fiscal Quarter, 3.25% per annum in respect of LIBOR Loans and the Letter of Credit Fee, 2.00% per annum in respect of Base Rate Loans, and 1.00% per annum in respect of the Commitment Fee Rate; and

          (b)   in respect of the Revolving Loans, Construction Loans, Converted Term Loans, Swing Line Loans, Letters of Credit, and Commitment Fee Rate following the delivery of the financial statements pursuant to Section 7.1 for the first Post Opening Fiscal Quarter, for each Pricing Period the rates per annum set forth in the following matrix opposite the Pricing Level in effect during that Pricing Period:

        " Applicable Percentage " means, in respect of the Excess Cash Flow for any Fiscal Year, 75%, provided that (i) if the Leverage Ratio as the last day of such Fiscal Year is less than 5.00:1.00, then such percentage shall be reduced to 50%, and (ii) if the Leverage Ratio as of such date is less than 4.00:1.00, then such percentage shall be 0%.

        " Applicable Tax Rate " means, with respect to each tax year, the highest effective combined federal, state and local tax rates applicable to any individual residing in Nevada for that tax year.

        " Appraised Value " means, the appraised "built and as stabilized" value of the Project, as determined by the appraisal delivered to the Administrative Agent and the Lenders prior to the Closing Date pursuant to Section 8.1(a)(22).

        " Approved Fund " means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

        " Architect " means Kittrell Garlock and Associates, Architects, AIA, Ltd., a Nevada professional corporation.

        " Asset Sale " means the sale, lease, conveyance or other disposition of any assets of Borrower or any of its Restricted Subsidiaries for an aggregate consideration in excess of $2,500,000, whether in one transaction or a series of related transactions, other than :

•         (1)   a transfer of assets or Equity Interests between or among Borrower and its Restricted Subsidiaries;

          (2)   transfers of personal property in the ordinary course of business between or among Borrower, Manager and Station affecting personal property having a value not in excess of $2,000,000 in any year;

          (3)   the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

          (4)   the sale or other disposition of Cash Equivalents in the ordinary course of business;

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          (5)   any sale or disposition of any FF&E that has become surplus, damaged, worn out or obsolete;

          (6)   the lease of any portion of the Project for restaurant, performance, retail sale, retail services, restaurant, night club or other similar uses (but not of hotel room or gaming space); and

          (7)   the creation of a Lien not prohibited by this Agreement.

        " Assignee Group " means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

        " Assignment and Assumption " means an Assignment and Assumption substantially in the form of Exhibit A.

        " Attorney Costs " means and includes all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.

        " Available Funds " means, as of each date of determination, the sum (without duplication) of:

•         (i)    the Unexpended Cash Equity Amount; plus

          (ii)   the Cash Balance; plus

          (iii)  the Net Availability; minus

          (iv)  the Designated Bridge Equity Contributions to the extent then distributable to Holding but not yet distributed.

        " Bank of America " means Bank of America, N.A., its successors and assigns.

        " Bank Products Agreement " means any agreement pursuant to which a bank or other financial institution agrees to provide credit cards, stored value cards or treasury and cash management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

        " Bank Products Bank " means any Person that, at the time it enters into a Bank Products Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Bank Products Agreement.

        " BAS " means Banc of America Securities LLC.

        " Base Management Fees " has the meaning set forth in the Operating Agreement.

        " Base Rate " means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ¹ / 2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

        " Base Rate Advance " means an Advance made hereunder and specified to be a Base Rate Advance in accordance with Article 2.

        " Base Rate Loan " means a Loan made hereunder and specified to be a Base Rate Loan in accordance with Article 2.

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        " Base Rate Margin " means the applicable per annum percentage set forth in the definition of "Applicable Margin".

        " Beneficial Owner " has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the Beneficial Ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have Beneficial Ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns", "Beneficial Ownership" and "Beneficially Owned" shall have a corresponding meaning.

        " Board of Directors " means:

•         (a)   with respect to a corporation, the board of directors of the corporation;

          (b)   with respect to a partnership, the board of directors of the general partner of the partnership; and

          (c)   with respect to any other Person, the board or committee of such Person serving a similar function.

        " Borrower " has the meaning set forth in the preamble to this Agreement.

        " Budget " means the budget for the Project delivered to the Administrative Agent and the Construction Consultant prior to the Closing Date and approved by the Administrative Agent and the Construction Consultant, providing for a total design and construction cost in an aggregate amount not to exceed $618,000,000 (exclusive of land acquisition costs and financing costs but including capitalized interest and an owner's contingency of not less than $33,300,000), as the same may be amended in accordance with this Agreement.

        " Business Day " means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent's Office is located and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

        " Capital Expenditures " means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

        " Capital Lease Obligation " of a Person means any obligation that is required to be classified and accounted for as a capital lease on the face of a balance sheet of such Person prepared in accordance with GAAP; the amount of such obligation shall be the capitalized amount thereof, determined in accordance with GAAP; the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty; and such obligation shall be deemed secured by a Lien on any property or assets to which such lease relates.

        " Capital Stock " means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (including member's interests, partnerships or partnership interests) or ownership interests (however designated) of such Person, including each class of Common Stock and Preferred Stock of such Person, but excluding convertible Indebtedness.

        " Cash Balance " means, as of each date of determination, the aggregate amount of the cash and Cash Equivalents of Borrower as of that date.

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        " Cash Equity " means the amount contributed to Borrower by Holding in cash for the construction of the Project (exclusive of the Site). As of the September 30, 2007, (i) the amount of the Cash Equity which has been contributed by Holding to Borrower was $94,190,000 (excluding the value of the Site) and (ii) the minimum remaining Cash Equity to be contributed by Holding to Borrower was $115,810,000.

        " Cash Equivalents " means:

•         (a)   Dollars;

          (b)   securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

          (c)   certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a rating at the time of acquisition thereof of P-1 or better from Moody's Investors Service, Inc. or A-1 or better from Standard & Poor's Rating Services;

          (d)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

          (e)   commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within six months after the date of acquisition;

          (f)    securities issued and fully Guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least "A" by Moody's Investors Service, Inc. or Standard & Poor's Rating Services and having maturities of not more than six months from the date of acquisition; and

          (g)   money market funds at least 95% of the assets of which are assets of the types described in clauses (a) through (f) of this definition.

        " CC&Rs " means the Declaration of Covenants, Conditions and Restrictions dated as of January 3, 2006, made by Green Valley Associates, LLC, a Nevada limited liability company, with respect to the master planned community referred to therein as "Aliante," and recorded in the Official Records of Clark County, Nevada in Book 20060106 as Instrument 0003358.

        " Change in Control " means the occurrence of any of the following:

•         (a)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Borrower and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act);

          (b)   Station and the Greenspun Entities, or either of them, cease to be the Beneficial Owners, directly or indirectly, of 100% of the Voting Stock of Borrower, whether as a result of issuance of securities of Borrower, any merger, consolidation, liquidation or dissolution of Borrower, or any direct or indirect transfer of securities by Borrower;

          (c)   The Manager (or any other wholly-owned Subsidiary of Station) ceases to be the manager under the Operating Agreement or ceases to be wholly owned by Station.

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        For the avoidance of doubt, neither (i) the transfer from time to time by the various Persons which directly or indirectly are the owners of the Greenspun Member of their respective interests in the Greenspun Member, nor (ii) the consummation of the proposed acquisition of Station by Fertitta Colony Partners shall be deemed to constitute a Change in Control.

        " Closing Date " means the time and Business Day on which the conditions set forth in Section 8.1 are satisfied or waived. The Administrative Agent shall notify Borrower and the Lenders of the date that is the Closing Date.

        " Code " means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

        " Collateral " means all of the collateral covered by the Collateral Documents.

        " Collateral Assignments " means the Collateral Assignments executed and delivered by the Borrower on the Closing Date pursuant to which the Construction Contracts in connection with the Project, the prime architectural contract with the Architect in connection with the Project, and any other agreements deemed material to the Project by the Administrative Agent in its reasonable judgment are assigned to the Administrative Agent for the benefit of the Secured Parties, including the executed consents of the counterparties to such agreements ( i.e. , the General Contractors, engineer and Architect), either as originally executed or as they may from time to time be supplemented, modified, amended, extended or supplanted.

        " Collateral Documents " means, collectively, the Security Agreement, the Trademark Collateral Assignment, the Deed of Trust, the Holding Pledge Agreement, the Greenspun Pledge Agreement, the Control Agreements, the Collateral Assignments and any other security agreement, pledge agreement, deed of trust, mortgage or other collateral security agreement hereafter executed and delivered by Borrower or any of its Subsidiaries to secure the Obligations.

        " Commitment Fee Rate " means the applicable per annum percentage set forth in the definition of "Applicable Margin".

        " Commitments " means, the Revolving Commitment and the Construction Loan Commitment (including the commitment to convert Construction Loans to Converted Term Loans pursuant to Section 2.8), but excludes the Converted Term Loans.

        " Common Stock " means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Closing Date or issued thereafter.

        " Completion Date " means that each of the following has occurred: (a) the Opening Date has occurred; (b) each of the General Contractors have certified to the Administrative Agent and the Construction Consultant that the Project is substantially complete, and shall have delivered a comprehensive punchlist for all remaining items of construction, and (c) the General Contractors and all other contractors, subcontractors, materialmen and vendors to the Project have been paid in full (other than (i) retainage amounts and other amounts which are being withheld in accordance with the provisions of the relevant contract, (ii) amounts related to any punchlist items, and (iii) amounts contested in good faith by Borrower by appropriate proceedings, as to which cash reserves have been established in an amount approved by the Administrative Agent).

        " Completion Guarantors " means Station and GC Investments (an Affiliate of The Greenspun Corporation).

        " Completion Guaranty " means the Completion Guaranty of even date herewith executed by the Completion Guarantors in favor of the Administrative Agent and the other Secured Parties, either as originally executed, or as the same may from time to time be supplemented, modified, amended, restated or extended.

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        " Compliance Certificate " means a certificate in the form of Exhibit B, properly completed and signed by a Senior Officer of Borrower.

        " Consolidated Interest Expense " means, for any period, the total interest expense of Borrower and its consolidated Restricted Subsidiaries, including (i) interest expense attributable to Capital Lease Obligations, (ii) amortization of debt discount, (iii) capitalized interest, (iv) cash and noncash interest payments, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, and (vi) net costs under Interest Rate Protection Agreements.

        " Consolidated Net Income " means, for any period, the net income of Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP less the Tax Amount for such period; provided , however, that there shall not be included in such Consolidated Net Income:

•         (i)    any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that (A) Borrower's equity in the net income of any such Person (including, without limitation, an Unrestricted Subsidiary) for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below); and (B) Borrower's equity in the net loss of any such Person for such period shall be included in determining such Consolidated Net Income (subject, with respect to the net loss of an Unrestricted Subsidiary, to clause (v) below);

          (ii)   any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to Borrower, except that (A) Borrower's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash which could have been distributed by such Restricted Subsidiary during such period to Borrower or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause) unless at the time of computation no cash would be permitted to be distributed and (B) Borrower's equity in the net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

          (iii)  any gain or loss, together with any related provision for taxes on such gain or loss, realized upon the sale or other disposition of any property, plant or equipment of Borrower or its consolidated Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss, together with any related provision for taxes on such gain or loss, realized upon the sale or other disposition of any Capital Stock of any Person;

          (iv)  the cumulative effect of a change in accounting principles;

          (v)   the net loss or gain of any Unrestricted Subsidiary; and

          (vi)  extraordinary or nonrecurring gains or losses, together with any related provision for taxes on such extraordinary or nonrecurring gains or losses.

        " Construction Consultant " means Professional Associates Construction Services, Inc. or any other construction consultant appointed by the Administrative Agent with the approval of the Requisite Lenders.

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        " Construction Consultant Engagement Letter " means the engagement letter dated September 30, 2007 between Bank of America and the Construction Consultant.

        " Construction Contracts " means the construction contracts between Borrower and each of the General Contractors.

        " Construction Lender " means each Lender having a Pro Rata Share of the Construction Loans and Construction Loan Commitment.

        " Construction Loan " means the aggregate of the Advances made at any one time by the Construction Lenders under the Construction Loan Commitment. For the avoidance of doubt, the Converted Term Loans shall not constitute Construction Loans.

        " Construction Loan Commitment " means, subject to Section 2.5, $410,000,000, (including the obligation to convert the Construction Loans to Converted Term Loans pursuant to Section 2.8), but excludes the Converted Term Loans.

        " Construction Loan Notes " means any of the promissory notes made by Borrower to a Lender evidencing the Advances under that Lender's Pro Rata Share of the Construction Loan Commitment, substantially in the form of Exhibit C-2, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

        " Construction Plans " means (a) as of the Closing Date, the construction plans for the Project heretofore delivered to the Construction Consultant, and (b) as of each subsequent date, any amendments and refinements of such construction plans made in conformity with the provisions of this Agreement.

        " Construction Progress Report " a monthly status report prepared by the Construction Consultant describing in reasonable detail the progress of the construction of the Project.

        " Contractual Obligation " means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

        " Control Agreements " has the meaning specified in Section 6.18.

        " Converted Term Loan Lender " means each Lender having a Pro Rata Share of the Converted Term Loans.

        " Converted Term Loan Note " means any of the promissory notes made by Borrower to a Lender evidencing the Converted Term Loans made by that Converted Term Loan Lender, substantially in the form of Exhibit C-3, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

        " Converted Term Loans " has the meaning set forth in Section 2.8.

        " Debtor Relief Laws " means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

        " Deed of Trust " means the Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed and delivered by Borrower on the Closing Date in respect of the Site and the improvements thereon, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " Default " means any event that, with the giving of any applicable notice or passage of time specified in Section 9.1, or both, would be an Event of Default.

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        " Default Rate " means the interest rate prescribed in Section 3.10.

        " Defaulting Lender " means any Lender that (a) has failed to fund any portion of the Loans, participations in the Letter of Credit Usage or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

        " Designated Bridge Equity Contributions " means any voluntary contributions to the equity capital of Borrower made following the Closing Date which are in excess of the Cash Equity otherwise required by this Agreement and which fulfill the following requirements:

•         (a)   prior to the receipt of such equity contributions, Borrower shall have suffered a casualty loss in respect of the Project for which no insurance proceeds shall have yet become available; and

          (b)   Borrower shall, prior to or substantially concurrently with receipt of such contributions, have delivered a notice to the Administrative Agent stating the amount of such contributions as "Designated Bridge Equity Contributions" pursuant to this Agreement.

It is acknowledged that any Designated Bridge Equity Contributions shall be completely voluntary, and that this definition does not augment the obligations of the parties to the Completion Guaranty.

        " Designated Eurodollar Market " means, with respect to any LIBOR Loan, (a) the London Eurodollar Market, (b) if prime banks in the London Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that the London Eurodollar Market does not represent at the relevant time the effective pricing to the Lenders for deposits of Dollars in the London Eurodollar Market, the Cayman Islands Eurodollar Market or (c) if prime banks in both the London and Cayman Islands Eurodollar Markets are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that neither the London nor the Cayman Islands Eurodollar Market represents at the relevant time the effective pricing to the Lenders for deposits of Dollars in such Eurodollar Market, such other Eurodollar Market as may from time to time be selected by the Administrative Agent with the approval of Borrower and the Requisite Lenders.

        " Development Agreement " means the Development Agreement between the City of North Las Vegas and North Valley Enterprises, LLC, dated as of January 16, 2002.

        " Dollars " or " $ " means United States dollars.

        " Draw Package " is defined in Section 8.3.

        " EBITDAM " means, for any fiscal period, Consolidated Net Income for that period, plus Consolidated Interest Expense, the Tax Amount, Management Fees, depreciation expense, Amortization Expense, Pre-Opening Expenses and any non-cash expenses (in each case to the extent deducted in computing such Consolidated Net Income). Notwithstanding the foregoing, the Consolidated Interest Expense, Tax Amount, Management Fees, depreciation expense, Amortization Expense, Pre-Opening Expense and any noncash amortization of debt issuance cost of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDAM in the same proportion that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

        " Eligible Assignee " means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)); provided that neither the Members nor their Affiliates shall be "Eligible Assignees," and that to the extent required under applicable Gaming Laws, each Eligible Assignee

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must be registered with, approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Authorities.

        " Equity Cure " is defined in Section 6.14(c).

        " Equity Interests " means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        " ERISA " means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

        " ERISA Affiliate " means each Person (whether or not incorporated) which is required to be aggregated with Borrower pursuant to Section 414 of the Code.

        " Eurodollar Market " means a regular established market located outside the United States of America by and among banks for the solicitation, offer and acceptance of Dollar deposits in such banks.

        " Event of Default " shall have the meaning provided in Section 9.1.

        " Excess Cash Flow " means, in respect of each Fiscal Year, an amount equal to EBITDAM for that Fiscal Year minus Management Fees paid in cash during that Fiscal Year, minus Consolidated Interest Expense for that Fiscal Year to the extent payable in cash, minus Capital Expenditures made in cash during that Fiscal Year (other than any Capital Expenditures which are included in the Budget), minus the Tax Amount for that Fiscal Year, minus any increase in working capital (or plus any decrease in working capital) during that Fiscal Year, minus any scheduled principal payments with respect to Indebtedness of Borrower and its Subsidiaries during that Fiscal Year and minus any voluntary prepayments of the Obligations during that Fiscal Year (in the case of Obligations under the Revolving Commitments, to the extent such prepayments are accompanied by a concurrent reduction in the amount of the Revolving Commitments).

        " Exchange Act " means the Securities Exchange Act of 1934, as amended.

        " Executive Committee " has the meaning set forth in the Operating Agreement.

        " Executive Committee Approval " means the affirmative unanimous approval of all members of the Executive Committee certified by the Manager to have been duly adopted by the Executive Committee and to be in full force and effect on the date of such certification.

        " Fair Market Value " means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

        " Federal Funds Rate " means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

        " Fee Letter " means the letter agreement, dated as of the Closing Date, among Borrower, the Administrative Agent and BAS relating to certain fees.

        " FF&E " means furniture, fixtures or equipment used in the ordinary course of the business of Borrower or its Restricted Subsidiaries.

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        " FF&E Financing " means Indebtedness used to finance the acquisition or lease by Borrower or its Restricted Subsidiaries of FF&E and which is secured by a Lien on such FF&E.

        " Final Completion Date " means the date following the Completion Date upon which the Project (either as a whole or severally as to all of its material components) has received a final certificate of occupancy (or any legal equivalent thereof), the Administrative Agent has received evidence of payment or settlement of all construction related claims, and an acceptable endorsement to its title insurance policy in respect thereto (or, to the extent of any disputed claims, all such claims are fully bonded in a manner acceptable to the Administrative Agent without recourse or liability to Borrower or any of its Subsidiaries).

        " Fiscal Quarter " means the fiscal quarter of Borrower ending on each March 31, June 30, September 30 and December 31.

        " Fiscal Year " means the fiscal year of Borrower ending on each December 31.

        " Fixed Charge Coverage Ratio " means, as of each date of determination, the ratio of (a) EBITDAM for the twelve month period ending on that date minus the sum without duplication of Maintenance Capital Expenditures, Management Fees, and other Restricted Payments (including tax distributions) made by the Borrower and the Restricted Subsidiaries during that period, to (b) Consolidated Interest Expense for such period plus required principal payments for such period; provided that as of each date of determination which occurs during the twelve month period following the Opening Date, both the numerator and denominator of this ratio shall be calculated for the period consisting of all Post Opening Fiscal Quarters ending prior to that date.

        " Force Majeure Event " means the occurrence of any strikes, lockouts or other labor trouble; the occurrence of fire, flood, earthquake, hurricane, tornado, sandstorm or other casualty; governmental preemption; breakdown, accident or other acts of God; acts of war, terrorism, insurrection, civil strife and commotion; any enactment, promulgation or amendments of any Law or order of any legislature or Governmental Agency or any department or subdivision thereof; any litigation not commenced by Borrower or any of its Subsidiaries or their Affiliates; or any other event that occurs after the date of this Agreement that is outside the control of Borrower or its Subsidiaries or Affiliates (excluding any event or circumstance which with reasonable diligence or investigation is foreseeable as of the date of this Agreement); in each such case which shall make it physically impossible, unlawful or commercially impracticable to continue construction of or to complete the Project; provided , however , that the following shall not constitute Force Majeure Events: (i) any condition, defect, or physical circumstance of the land, buildings or improvements which now exists or which should have been known or discovered with the exercise of reasonable diligence or investigation, including errors, omissions or defects in construction, plans or development, (ii) the amendment of the Construction Plans or Timetable in a manner which is prohibited hereby or omissions or defects in the Construction Plans or Timetable, (iii) increase in the cost of labor, materials and equipment as the result of ordinary cyclical or seasonal forces, or general inflation, (iv) any failure of any contractor or subcontractor, vendor or other supplier (that itself is not caused by a Force Majeure Event) to perform at the times, at the price or in the manner contracted for or to adhere to the Construction Plans or Timetable, or (v) any defects, errors or omissions in any construction contract, subcontract, supply contract, or the Budget.

        " Foreign Lender " has the meaning specified in Section 11.21(a)(1).

        " Fund " means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

        " Funded Indebtedness " means, as of each date of determination, the principal amount of all Indebtedness of Borrower and its Restricted Subsidiaries of the types described in clauses (1), (2), (3), (4) and (6) of the definition of "Indebtedness."

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        " GAAP " means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Borrower Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Closing Date.

        " Gaming Authority " means the Nevada Gaming Commission, the Nevada Gaming Control Board or any other Governmental Agency which now or any time after the date of this Agreement has, jurisdiction over all or any portion of the gaming activities of Borrower or any of its Subsidiaries or any successor to such authorities.

        " Gaming Laws " means all Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Borrower within its jurisdiction, including, without limitation, the Nevada Gaming Control Act, codified as Nevada Revised Statutes Chapter 463 and the regulations promulgated thereunder.

        " Gaming License " of any Person means every license, franchise or other authorization on the date of this Agreement or thereafter required to own, lease, operate or otherwise conduct the gaming operations of such Person, including, without limitation, all such licenses granted under the Nevada Gaming Control Act as from time to time amended, or any successor provision at law, the regulations of Gaming Authorities and other applicable laws.

        " GC Investments " means G.C. Investments, LLC, a Nevada limited liability company.

        " General Contractors " means, collectively, The PENTA Building Group, Inc., Station Construction, LLC and Bomel Construction Co., Inc., and any successor or replacement contractors designated by Borrower and reasonably approved by the Administrative Agent.

        " Governmental Agency " means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi governmental agency, authority, board, bureau, commission, department, instrumentality or public body ( including any Gaming Authority), or (c) any court or administrative tribunal of competent jurisdiction.

        " Greenspun Corporation " means The Greenspun Corporation, a Nevada corporation.

        " Greenspun Entities " means, collectively, Susan Greenspun Fine, Daniel Greenspun, Jane Greenspun Gale, and Brian Greenspun, their spouses and lineal descendants or trusts for the benefit of such Persons or their spouses and lineal descendants if such Persons or their spouses or their lineal descendants are the trustees therefor.

        " Greenspun Member " means G.C. Aliante, LLC, a Nevada limited liability company, its successors and permitted assigns.

        " Greenspun Pledge Agreement " means the Greenspun Pledge Agreement of even date herewith executed by GC Investments in favor of the Administrative Agent and the other Secured Parties, either as originally executed, or as the same may from time to time be supplemented, modified, amended, restated or extended, or replaced. It is acknowledged that, pursuant to the terms of the Greenspun Pledge Agreement, the pledge of securities contemplated to be made by GC Investments thereunder may be replaced with a pledge of not less than $35,000,000 of cash or marketable securities by an Affiliate of the Greenspun Corporation which is reasonably acceptable to the Administrative Agent pursuant to a replacement pledge agreement executed by such Affiliate in a form similar to the Greenspun Pledge Agreement.

        " Guarantee " means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner

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including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

        " Hard Costs Line Items " means the line items set forth in the Budget headed "Design", "General Construction", "FF&E Hard", "Kitchen Equipment", "Signage", "Testing and Inspection," "Permits and Fees," "Legal and Audit" and "Design and Construction Administration."

        " Hazardous Materials " means substances defined as "hazardous substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq. , or as "hazardous", "toxic" or "pollutant" substances or as "solid waste" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. , or as "friable asbestos" pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq. , or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.

        " Hazardous Materials Laws " means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

        " Hedge Banks " means any Person that, at the time it becomes a counterparty to a Hedging Obligation with Borrower, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Hedging Obligation.

        " Hedging Agreements " means, collectively:

•         (a)   interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates;

          (b)   commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and

          (c)   foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates.

        " Hedging Obligations " means, with respect to any specified Person, the obligations of such Person under any Hedging Agreements.

        " Holding " means Aliante Holding, LLC, a Nevada limited liability company, which owns 100% of the Equity Interests in Borrower.

        " Holding Pledge Agreement " means the pledge agreement executed and delivered by Holding on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " Holding Pledged Collateral " means the member's interests in Borrower and related "Pledged Collateral" (as such term is defined in the Holding Pledge Agreement) owned by Holding and pledged to the Secured Parties pursuant to the Holding Pledge Agreement.

        " In-Balance Certificate " means a certificate substantially in the form attached to this Agreement as Exhibit H.

        " In-Balance Test " means, as of each date of determination, that the Available Funds equal or exceed the Remaining Costs. The In-Balance Test is "satisfied" when Available Funds equal or exceed Remaining Costs.

        " Incentive Management Fees " has the meaning set forth in the Operating Agreement.

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        " Indebtedness " means, with respect to any specified Person, any obligations or indebtedness of such Person, whether or not contingent:

•         (1)   in respect of borrowed money;

          (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

          (3)   in respect of banker's acceptances;

          (4)   in respect of Capital Lease Obligations;

          (5)   in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable;

          (6)   representing net obligations under Hedging Obligations; or

          (7)   all Guarantees by that Person of any obligation or indebtedness of any other Person of the types described in clauses (1) through (6) above.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

•         (a)   the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

          (b)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        " Indemnified Liabilities " has the meaning set forth in Section 11.11.

        " Indemnitees " has the meaning set forth in Section 11.11.

        " Intangible Assets " means assets that are considered intangible assets under GAAP, including customer lists, goodwill, copyrights, trade names, trademarks and patents.

        " Interest Differential " means, with respect to any prepayment of a LIBOR Loan on a day other than the last day of the applicable Interest Period and with respect to any failure to borrow a LIBOR Loan on the date or in the amount specified in any Request for Loan, (a) LIBOR payable (or, with respect to a failure to borrow, LIBOR which would have been payable) with respect to the LIBOR Loan minus (b) LIBOR on, or as near as practicable to the date of the prepayment or failure to borrow for a LIBOR Loan with an Interest Period commencing on such date and ending on the last day of the Interest Period of the LIBOR Loan so prepaid or which would have been borrowed on such date.

        " Interest Period " means, as to each LIBOR Loan, a period of 1, 2, 3 or 6 months (or, with the written consent of all of the Lenders, any other period) as designated by Borrower; provided that (a) the first day of each Interest Period must be a Business Day, (b) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the Interest Period shall end on the next preceding Business Day, and (c) no Interest Period may extend beyond the Maturity Date.

        " Interest Rate Protection Agreement " means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect Borrower or any Restricted Subsidiary against fluctuations in interest rates.

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        " Investments " means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

        If Borrower or any Restricted Subsidiary of Borrower sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Borrower such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Borrower, then Borrower or that Restricted Subsidiary shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by Borrower or any Restricted Subsidiary of Borrower of a Person that holds an Investment in a third Person shall be deemed to be an Investment by Borrower or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

        " ISP " means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

        " Issuing Lender " means Bank of America.

        " L/C Advance " means, with respect to each Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

        " L/C Borrowing " means an extension of credit resulting from a drawing under a Letter of Credit which has not been reimbursed on the date when made or refinanced as a Loan.

        " Laws " means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

        " Lead Arrangers " means each of the Persons designated as such in the preamble to this Agreement, in their capacities as joint lead arrangers and joint book managers of the credit facilities described herein.

        " Lender " has the meaning set forth in the preamble to this Agreement and, as the context requires, includes the Swing Line Lender.

        " Lending Office " means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and the Administrative Agent.

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        " Letter of Credit Application " means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender.

        " Letter of Credit Expiration Date " means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

        " Letter of Credit Fee " means the applicable per annum percentage set forth in the definition of "Applicable Margin".

        " Letter of Credit Usage " means, as of any date of determination, the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

        " Letters of Credit " means any of the letters of credit issued by the Issuing Lender under the Revolving Commitment pursuant to Section 2.4, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.

        " Leverage Ratio " means, as of the last day of each Fiscal Quarter, the ratio of (a) the aggregate outstanding principal amount of the Funded Indebtedness as of that date, to (b) EBITDAM for the twelve month period ending on that date; provided that as of each date of determination which occurs during the twelve month period following the Opening Date, EBITDAM shall be calculated for the period consisting of all Post Opening Fiscal Quarters which have then occurred, and annualized on a straight line basis.

        " LIBOR " means for any Interest Period with respect to any LIBOR Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

        Where, " LIBO Base Rate " means, for such Interest Period:

•         (a)   the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

          (b)   if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

          (c)   if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.

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        " LIBOR Advance " means an Advance made hereunder and specified to be a LIBOR Advance in accordance with Article 2.

        " LIBOR Lending Office " means, as to each Lender, its office or branch so designated by written notice to Borrower and the Administrative Agent as its LIBOR Lending Office. If no LIBOR Lending Office is designated by a Lender, its LIBOR Lending Office shall be its office at its address for purposes of notices hereunder.

        " LIBOR Loan " means a Loan made hereunder and specified to be a LIBOR Loan in accordance with Article 2.

        " LIBOR Margin " means the applicable per annum percentage set forth in the definition of "Applicable Margin".

        " License Revocation " means, after the date upon which Borrower has been issued a Gaming License, (a) the revocation, involuntary failure to renew or suspension of any such Gaming License covering any casino or gaming facility of Borrower, (b) the appointment by any Gaming Authority or any court pursuant to the request of any Gaming Authority of a receiver, supervisor or similar official with respect to any such gaming facility or (c) the involuntary closure of any such casino or gaming facility pursuant to an order of any Gaming Authority.

        " Lien " means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        " Loan " means the aggregate of the Advances made at any one time by the Lenders pursuant to Article 2. For the avoidance of doubt, Converted Term Loans shall constitute Loans.

        " Loan Documents " means, collectively, this Agreement, the Notes, any Subsidiary Guaranty, the Completion Guaranty, the Letters of Credit, the Collateral Documents, any Secured Bank Products Agreement, any Secured Hedging Obligation, the Member Subordination Agreement, the Swing Line Note, the Fee Letter, any Request for Loan, any Compliance Certificate, any Pricing Certificate, any In-Balance Certificate, any Remaining Cost Reports and any other agreements of any type or nature hereafter executed and delivered by Borrower, the Subsidiaries of Borrower, Holding, the Members, or any Affiliate of the Members to the Administrative Agent, any Lender, the Issuing Lender or the Swing Line Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

        " Maintenance Capital Expenditures " means Capital Expenditures made following the Opening Date to the extent that (a) such Capital Expenditures are not contemplated by the Budget, and (b) such Capital Expenditures are used to replace or refurbish components of, or repair the Project (rather than to add additional material features or amenities).

        " Majority Lenders " means, as of each date of determination, Lenders holding a majority in interest of the outstanding Loans, Swing Line Loans and Letters of Credit hereunder, provided, however that at such times as any of the Commitments are in effect, the principal amount thereof shall be treated as outstanding for the purposes of determining the Majority Lenders.

        " Majority Revolving Lenders " means, as of each date of determination, Lenders holding a majority in interest of the Revolving Outstandings hereunder, provided , however that at such times as the Revolving Commitments are in effect, the principal amount thereof shall be treated as outstanding for the purposes of determining the Majority Revolving Lenders.

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        " Management Fees " means the Base Management Fees and Incentive Management Fees payable pursuant to the Operating Agreement.

        " Manager " means Aliante Station, LLC, and its corporate successors or any successor manager appointed pursuant to the terms of the Operating Agreement.

        " Margin Stock " means "margin stock" as such term is defined in Regulation U.

        " Material Adverse Effect " means any set of circumstances or events which has had or could reasonably be expected to have (a) a material adverse effect on the business, assets, properties, liabilities (actual and contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, or upon the Project, (b) an adverse effect on the ability of the Borrower or any of its Restricted Subsidiaries to perform its obligations under the Loan Documents or (c) an adverse effect on the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.

        " Maturity Date " means October 5, 2012.

        " Member Subordination Agreement " means the subordination agreement executed by each of the Members on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " Members " means, collectively, the Greenspun Member and the Station Member.

        " Minimum Project Standards " means construction of the Project with the following amenities: (i) a hotel tower with not less than 201 guest rooms and suites, (ii) not less than 10,000 square feet of banquet and meeting space, (iii) not less than four restaurants and a food court, (iv) a movie theater with not less than 12 screens, (v) not less than 2,500 gaming devices (as such term is defined in Nevada Revised Statutes Section 463.0155) and 30 table games, and (vi) surface or garage parking for not fewer than 4,500 vehicles.

        " Multiemployer Plan " means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Borrower or any of its ERISA Affiliates contributes or is obligated to contribute.

        " Net Availability " means, as of each date of determination, the aggregate principal amount then available to be borrowed under this Agreement minus the amount of the Operating Reserve.

        " Net Proceeds " means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of Borrower, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by Borrower or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by Borrower or any Restricted Subsidiary thereof and (6) appropriate amounts to be provided by Borrower or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any

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indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of clause (a) and (b), at that time become Net Proceeds.

        " Non-Consenting Lender " has the meaning set forth in Section 11.2 of this Agreement.

        " Notes " means, collectively, the Revolving Notes, the Construction Loan Notes and the Converted Term Loan Notes.

        " Obligations " means all present and future obligations of every kind or nature of Borrower at any time and from time to time owed to the Administrative Agent or the Lenders or any one or more of them (or in the case of any Secured Bank Products Agreement or any Secured Hedging Obligation, owed to any Lender or any Affiliate of a Lender), under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Borrower.

        " OFAC " means the U.S. Office of Foreign Assets Control.

        " Officer " means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

        " Officer's Certificate " means a certificate signed on behalf of Borrower by the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Borrower or the Manager, that meets the requirements of this Agreement.

        " Opening Date " means the date upon which the Project is legally open for business to accommodate gaming patrons, with all material facilities and amenities described in the Construction Plans substantially completed, including all gaming spaces and not less than 95% of the planned rooms ready to accommodate hotel guests.

        " Operating Account " means Borrower's primary operating deposit account.

        " Operating Agreement " means the Amended and Restated Operating Agreement of Aliante Gaming, LLC dated as of January 6, 2006, as the same may be further amended from time to time in accordance with Section 6.12.

        " Operating Reserve " means a reserve against the Commitments in the amount of $10,000,000 established pursuant to Section 2.1(c).

        " Participant " has the meaning specified in Section 11.8(d).

        " Party " means any Person other than the Administrative Agent, the Lenders, the Issuing Lender, any Affiliate of any Lender and the trustee under the Deed of Trust, which now or hereafter is a party to any of the Loan Documents.

        " Pension Plan " means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA and is maintained by Borrower or any of its ERISA Affiliates or to which Borrower or any of its ERISA Affiliates contributes or has an obligation to contribute.

        " Permits " means all authorizations, consents, decrees, licenses, permits, waivers, privileges, approvals from and filings with all Governmental Agencies necessary for the construction, development,

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ownership, lease or operation of the Project in accordance with this Agreement and the Construction Plans.

        " Permitted Business " means the design, development, construction and operation of the Project and any other businesses reasonably related or ancillary thereto, but not any businesses which involve the conduct of gaming or lodging businesses at locations other than the Site (or any other property associated with the Site which is subject to the Lien of the Deed of Trust).

        " Permitted Investments " means:

•         (1)   any Investment in Borrower or in any of its Restricted Subsidiaries;

          (2)   any Investment in Cash Equivalents;

          (3)   any Investment by Borrower or any Restricted Subsidiary of Borrower in a Person, if as a result of such Investment:

  •         (a)   such Person becomes a Restricted Subsidiary; or

            (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Borrower or a Restricted Subsidiary;

          (4)   any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests of the Borrower;

          (5)   any Investments received in compromise or resolution of obligations of (a) trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (b) litigation, arbitration or other similar disputes;

          (6)   any Investments made in settlement of gambling debts incurred by patrons of the Borrower or any of its Restricted Subsidiaries which settlements have been entered into in the ordinary course of business;

          (7)   loans and advances to officers, directors and employees in an aggregate amount not to exceed $2,500,000 outstanding at any time;

          (8)   Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

          (9)   advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Borrower or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

          (10) commission, payroll, travel and similar advances to officers and employees of Borrower or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP; and

          (11) other Investments made following the Completion Date in any Person (provided that any such Person is not an Affiliate of Borrower or is an Affiliate of Borrower solely because Borrower, directly or indirectly, owns Equity Interests in, or controls, such Person) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to

20

• 
  

  subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11), not to exceed $10,000,000.

        " Permitted Liens " means:

•         (1)   Liens in favor of Borrower or any of its Restricted Subsidiaries;

          (2)   Liens on property existing at the time of acquisition thereof by Borrower or any Restricted Subsidiary of Borrower, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by Borrower or the Restricted Subsidiary;

          (3)   Liens existing on the Closing Date and referred to in the policy of title insurance referred to in Section 8.1(a);

          (4)   Liens on personal property and fixtures having an aggregate value not in excess of $15,000,000 incurred following the Opening Date securing Indebtedness of the type described in Section 6.3(c); provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

          (5)   Liens incurred or deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance or other social security obligations;

          (6)   Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

          (7)   carriers', warehousemen's, materialmen's and mechanics' Liens, in each case incurred in the ordinary course of business, provided that:

  •         (i)    prior to the Final Completion Date, no such Liens shall remain unsatisfied as of any date of determination in respect of unpaid claims which are in an aggregate amount which is in excess of $1,000,000 unless the Administrative Agent concurs that such claims are in excess of the amount which Borrower is reasonably likely to be required to pay the related claimant; and

            (iii)  in no event shall the Project or any other property subject thereto be subject to an imminent risk of seizure, levy or forfeiture;

          (8)   judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

          (9)   Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Borrower or any Subsidiary thereof on deposit with or in possession of such bank;

          (10) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a Sale and Leaseback Transaction); and

          (11) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP.

        " Permitted Refinancing Indebtedness " means any Indebtedness of Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew,

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replace, defease or refund other Indebtedness of Borrower or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

•         (1)   the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and all such expenses incurred in connection therewith);

          (2)   such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Loans and is subordinated in right of payment to the Loans on terms at least as favorable, taken as a whole, to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (4)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Loans, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Loans; and

          (5)   such Indebtedness is incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; or (b) Borrower, but only if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by Borrower.

        " Permitted Restricted Payments " means any of the following Restricted Payments:

•         (1)   Restricted Payments in the amount of any Designated Bridge Equity Contributions theretofore made to Borrower (and not previously the subject of any Restricted Payment), but only to the extent that the Borrower has received insurance proceeds relating to the casualty loss in respect of which such Designated Bridge Equity Contributions were received in an amount which is not less than the amount of such Restricted Payments;

          (2)   the payment of any dividend by a Restricted Subsidiary of Borrower to Borrower;

          (3)   the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Loans with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness with respect to such Indebtedness;

          (4)   following the Completion Date, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Borrower or any Restricted Subsidiary held by any current or former employee or director of Borrower (or any of its Restricted Subsidiaries) (a) upon the death, disability or termination of employment of such director, officer, employee or consultant or to the extent required pursuant to employee benefit plans, employment agreements or consulting agreements entered into in the ordinary course of business, or (b) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year shall not exceed $1,000,000;

          (5)   so long as Borrower is treated as a pass-through entity for United States federal income tax purposes, distributions to equity owners of Borrower in an amount with respect to any taxable

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  year beginning with the 2007 taxable year not to exceed the Tax Amount for such taxable year and, in the case of 2007, only to the extent that such amounts have not been distributed prior to the date of this Agreement (it being understood that Borrower may distribute the Tax Amount for any taxable year in four quarterly installments at times reasonably designed to enable its equity owners to pay estimated taxes on taxable income allocated to them by Borrower with respect to such taxable year, the amount of each installment to be based on estimates of the excess of (x) the Tax Amount that would have been payable from the beginning of such taxable year through the end of the month preceding the date of such distribution being a taxable year over (y) distributions attributable to all prior periods during such taxable year with any over-distributions for a taxable year reducing the Tax Amount distributable with respect to the next succeeding taxable year);

          (6)   payment following the Opening Date of (i) Management Fees and (ii) other amounts due to the Manager, in each case, pursuant to the Operating Agreement to the extent permitted by Section 6.11;

          (7)   the redemption, repurchase, retirement or other acquisition of any Equity Interest or Indebtedness of Borrower to the extent required by a Gaming Authority or, if determined in the good faith judgment of the Executive Committee of the Borrower, to prevent the loss or to secure the grant or establishment of any Gaming License or other right to conduct lawful gaming operations in each case relating to the Project;

          (8)   other Restricted Payments declared and made following the Final Completion Date in an aggregate amount not to exceed $5,000,000 during the term of this Agreement; and

          (9)   other Restricted Payments declared and made following the Final Completion Date, provided that:

  •         (i)    giving effect to the making of such Restricted Payment, the ratio of (a) the aggregate outstanding principal amount of the Funded Indebtedness on the date of such Restricted Payment, to (b) EBITDAM for the twelve month period ending on the last day of the most recent Fiscal Quarter for which a Compliance Certificate is required to have been delivered as of that date, is not in excess of 4.25:1.00; and

            (ii)   the aggregate amount of the Restricted Payments made pursuant to this clause (9) shall not exceed $40,000,000 during the term of this Agreement or $15,000,000 in any twelve month period.

        " Person " means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        " Post Opening Fiscal Quarter " means each Fiscal Quarter which begins on or after the Opening Date.

        " Pre-Opening Expenses " means, with respect to any fiscal period, the amount of expenses ( other than Consolidated Interest Expense) classified as "pre-opening expenses" on the applicable consolidated financial statements of Borrower and its Restricted Subsidiaries for such period, prepared in accordance with GAAP consistently applied.

        " Preferred Stock " means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

        " Pricing Certificate " means a certificate in the form of Exhibit D, properly completed and signed by a Senior Officer.

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        " Pricing Level " means for each Pricing Period, the pricing level set forth below opposite the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended prior to the commencement of that Pricing Period:

provided that (a) in the event that Borrower does not deliver a Pricing Certificate with respect to any Pricing Period prior to the commencement of such Pricing Period, then until (but only until) such Pricing Certificate is delivered the Pricing Level for that Pricing Period shall be Pricing Level VI, and (b) if any Pricing Certificate is subsequently determined to be in error, then the resulting change in the Pricing Level shall be made retroactively to the beginning of the relevant Pricing Period.

        " Pricing Period " means, each consecutive period of three months commencing on each February 16, May 16, August 16 and November 16.

        " Pro Rata Share " means, as of each date of determination, and with respect to each Lender, the percentage of the applicable Commitment held by that Lender as of that date or the percentage of the aggregate outstanding principal amount of the Converted Term Loans held by the Lender at such date, as the context may require. As of the Closing Date, the Pro Rata Shares of the Commitments are as set forth on Schedule 2.1.

        " Project " means the design, development and construction of the Aliante Station Hotel and Casino on the Site in accordance with the Construction Plans and Timetable.

        " Project Costs " means costs incurred in conformity with the Budget for the design, development, construction, equipping and opening of the Project, including all interest expense in respect of the Obligations prior to the Opening Date.

        " Projections " means the financial projections circulated to Lenders as a part of the Confidential Offering Memorandum dated August, 2007.

        " Property " means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

        " Quarterly Payment Date " means each March 31, June 30, September 30, and December 31 following the Closing Date.

        " Real Property " means, as of any date of determination, all real Property then or theretofore owned, leased or occupied by Borrower and its Restricted Subsidiaries.

        " Realized Savings " means, in respect of each line item of the Budget, a decrease in the anticipated cost to complete the work or acquire the goods and services contemplated by such line item which (i) results from a decrease in the anticipated cost to complete the work which Borrower is able to demonstrate to the reasonable satisfaction of the Administrative Agent and the Construction Consultant, or (ii) results from a Scope Change which complies with the requirements of this Agreement and results, to the reasonable satisfaction of the Administrative Agent and the Construction Consultant, in a quantifiable decrease in materials, supplies, or required services, in each case, which is

24

documented by Borrower to the reasonable satisfaction of the Administrative Agent and the Construction Consultant.

        " Regulation U " means Regulation U, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

        " Reinvestment Period " means, in respect of each receipt of proceeds from any casualty insurance, condemnation, eminent domain or similar takings, a period of 360 days following the receipt thereof, provided that such period may be extended to the date which is 90 days following the execution by Borrower or its relevant Restricted Subsidiary of a binding agreement to purchase or construct Replacement Assets if such binding agreement is executed within the original 360-day period.

        " Related Parties " means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, managers, employees, agents and advisors of such Person and of such Person's Affiliates.

        " Remaining Cost Report " means a report substantially in the form attached to this Agreement as Exhibit G.

        " Remaining Costs " means, as of each date of determination, the amount reflected in the then most recent Remaining Cost Report as the remaining Project Costs which must be expended to achieve completion of the Project (including as a cost, the Required Minimum Contingency), which shall include the entire amount of any disputed claims with the General Contractors, except to the extent that the Construction Consultant determines the claim asserted by the relevant General Contractor is in excess of the amount which is reasonably likely to be due to that General Contractor.

        " Replacement Assets " means (1) assets that shall be used or useful in a Permitted Business (which assets may be current assets only to the extent that the assets being replaced were current assets), (2) hard and soft costs related to works of improvement in respect of a Permitted Business, or (3) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that shall become on the date of acquisition thereof a Restricted Subsidiary.

        " Request for Loan " means a written request for a Loan substantially in the form of Exhibit E, signed by a Responsible Official of Borrower, on behalf of Borrower, and properly completed to provide all information required to be included therein.

        " Required Minimum Contingency " means, as of each date of determination, the amount calculated as follows:

•         (a)   As of the Closing Date, $33,300,000;

          (b)   From time to time thereafter, $23,300,000 minus ($23,300,000 times PC):

        " Requirement of Law " means, as to any Person, the articles or certificate of incorporation and by laws or other organizational or governing documents of such Person, and any Law, or judgment, award, decree, writ or determination of a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

        " Requisite Lenders " means, as of any date of determination:

•         (a)   if the Commitments are then in effect, both (i) the Majority Lenders, and (ii) to the extent that Revolving Lenders would be adversely affected thereby (or to the extent that the Lenders holding the Construction Loans or Converted Term Loans would receive a pricing

25

• increase or other benefit not extended to the Revolving Lenders), the Majority Revolving Lenders; and

          (b)   if the Commitments have then been terminated and there are then any outstanding Obligations, the Majority Lenders.

        " Reserve Percentage " means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently referred to as "eurocurrency liabilities"). LIBOR for each outstanding LIBOR Loan shall be adjusted automatically as of the effective date of any change in the Reserve Percentage.

        " Responsible Official " means (a) when used with reference to a Person other than an individual, any corporate officer, manager or member of such Person, general partner of such Person, corporate officer or member of a corporate general partner of such Person, or corporate officer or member of a corporate general partner of a partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. The Lenders shall be entitled to conclusively rely upon any document or certificate that is signed or executed by a Responsible Official of Borrower or any of its Subsidiaries as having been authorized by all necessary corporate, partnership and/or other action on the part of Borrower or such Subsidiary; provided that such Responsible Official has been designated as a Responsible Official for purposes of this Agreement in a written notice signed by a Senior Officer and delivered to the Administrative Agent, which notice has not been canceled or superseded.

        " Restricted Payment " means any transaction pursuant to which Borrower or any of its Restricted Subsidiaries, directly or indirectly:

•         (a)   declares or pays (without duplication) any dividend or makes any other payment or distribution on account of Borrower's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Borrower or any of its Restricted Subsidiaries) or to the direct or indirect holders of Borrower's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests of Borrower or (y) to Borrower or a Restricted Subsidiary of Borrower);

          (b)   purchases, redeems or otherwise acquires or retires for value (including, without limitation, in connection with any merger or consolidation involving Borrower or any of its Restricted Subsidiaries) any Equity Interests of Borrower, any Restricted Subsidiary thereof, or any direct or indirect parent of Borrower; or

          (c)   makes any payment on or with respect to, or purchases, redeems, defeases or otherwise acquires or retires for value any Indebtedness that is subordinated to the Loans, except (x) a scheduled payment of interest or a payment of principal at the Stated Maturity thereof or (y) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition.

        " Restricted Subsidiary " of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

        " Revolving Commitment " means, subject to Section 2.5, $20,000,000.

        " Revolving Lender " means each Lender having a Pro Rata Share of the Revolving Loans, the Letters of Credit, the Swing Line Loans and the Revolving Commitment.

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        " Revolving Loans " means the aggregate of the Advances made at any one time by the Revolving Lenders under the Revolving Commitment.

        " Revolving Notes " means any of the promissory notes made by Borrower to a Lender evidencing the Advances under that Lender's Pro Rata Share of the Revolving Commitment, substantially in the form of Exhibit C-1, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

        " Revolving Outstandings " means the sum of (i) the outstanding aggregate principal amount of all Revolving Loans, plus (ii) the Swing Line Outstandings, plus (iii) the Letters of Credit Usage.

        " Sale and Leaseback Transaction " means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or otherwise transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

        " Sanctioned Person " means a person named on the list of "specially designated nationals" or "blocked persons" maintained by OFAC at www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time.

        " Scope Change " means any change to the physical configuration or amenities of the Project from what is described in the Construction Plans or any other change to the design, layout, architecture or quality of the Project from that which is contemplated on the Closing Date which results in the addition or elimination of any amenity having a cost in excess of $5,000,000, which increases the Project Costs by $5,000,000 or more, provided that it is acknowledged that the Construction Plans delivered on the Closing Date are preliminary in nature and that any further refinement or embellishment thereof in a manner which is not determined by the Administrative Agent and the Construction Consultant to be materially inconsistent with such Construction Plans or any subsequent refinement or embellishment thereof shall not be considered to be a "Scope Change."

        " Secured Bank Products Agreement " means any Bank Products Agreement that is entered into by and between the Borrower and any Bank Products Bank.

        " Secured Hedging Obligation " means a Hedging Obligation governed by an agreement entered into by and between the Borrower and any Hedge Bank.

        " Secured Parties " means, collectively, the Administrative Agent, the Lenders, the Issuing Lender, the Swing Line Lender, the Bank Products Banks, the Hedge Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.2.

        " Security Agreement " means the security agreement to be executed and delivered by Borrower on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " Senior Officer " means (a) the chief executive officer, (b) the president, (c) any executive vice president, (d) any senior vice president, (e) the chief financial officer, (f) the treasurer, or (g) the secretary, in each case of Borrower or the Manager.

        " Site " means the approximately 40 acre site in North Las Vegas at the north east corner of the intersection of Aliante Parkway and County Road 215, as more particularly described on Schedule 1.1.

        " Special Eurodollar Circumstance " means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its LIBOR Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

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        " Stated Maturity " means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        " Station " means Station Casinos, Inc., a Nevada corporation, and its successors (including any Person which accedes to substantially all of the assets of Station and its Subsidiaries in connection with the proposed acquisition of Station by Fertitta Colony Partners).

        " Station Member " means Aliante Station, LLC, a Nevada limited liability company, its successors and permitted assigns.

        " Subordinated Obligations " means (a) all obligations of Borrower or any of its Subsidiaries to make payments of Management Fees or other amounts under the Management Agreement to the Manager or any Affiliate thereof, (b) any other obligation of Borrower or any of its Subsidiaries to any Member or any Affiliate thereof ( other than distributions made pursuant to clause (5) of the definition of "Permitted Restricted Payments"), and (c) any obligation of Borrower or any of its Subsidiaries to any other Person that is subordinated by its terms in right of payment to the Obligations or to all Indebtedness of Borrower or such Subsidiary, in a manner which is acceptable to the Requisite Lenders in their sole discretion and the terms of which, including without limitation the representations, warranties, covenants, defaults, tenor and pricing, are reasonably acceptable to the Requisite Lenders.

        " Subordination, Non Disturbance and Attornment Agreements " means subordination, non disturbance and attornment agreements entered into by the Administrative Agent at the request of Borrower with commercial tenants on the Real Property, substantially in the form of Exhibit F but with such changes thereto as may be agreed upon by the Administrative Agent in its reasonable discretion.

        " Subsidiary " means, with respect to any specified Person:

•         (a)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

          (b)   any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        " Subsidiary Guaranty " means a Guarantee of the Obligations to be executed and delivered by each Restricted Subsidiary of Borrower in accordance with Section 5.10, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " Swing Line " means the revolving line of credit established by the Swing Line Lender in favor of Borrower pursuant to Section 2.7.

        " Swing Line Lender " means Bank of America.

        " Swing Line Loans " means loans made by the Swing Line Lender to Borrower pursuant to Section 2.7.

        " Swing Line Note " means the promissory note executed by Borrower in favor of the Swing Line Lender in connection with the Swing Line.

        " Swing Line Outstandings " means, as of any date of determination, the aggregate principal Indebtedness of Borrower on all Swing Line Loans then outstanding.

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        " Tax Amount " means, with respect to any taxable year, the amount of the taxable income of Borrower and its Subsidiaries for such taxable year determined in accordance with GAAP, times the Applicable Tax Rate.

        " Taxes " has the meaning set forth in Section 3.13(d).

        " Test Quarter " has the meaning set forth in Section 6.14(c).

        " Timetable " means the timetable for the construction of the Project prepared by Borrower, as amended from time to time in a manner consistent with this Agreement.

        " Title Company " means Chicago Title Company, acting through its representative, Nevada Title Company, or such other title insurance company as is reasonably acceptable to the Administrative Agent.

        " to the best knowledge of " means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

        " Trademark Collateral Assignment " means the trademark collateral assignment executed and delivered by Borrower on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

        " type ", when used with respect to any Loan or Advance, means the designation of whether such Loan or Advance is a Base Rate Loan or Advance, or a LIBOR Loan or Advance.

        " Unexpended Cash Equity Amount " means, as of each date of determination, $115,810,000 minus the amount of Cash Equity contributed by Holding after the Closing Date and expended for the construction of the Project.

        " Unreimbursed Amount " has the meaning set forth in Section 2.4(c)(1).

        " Unrestricted Subsidiary " means any Subsidiary of Borrower that is designated by the Executive Committee as an Unrestricted Subsidiary pursuant to Executive Committee Approval and any Subsidiary of such Subsidiary.

        " Voting Stock " of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

        " Weighted Average Life to Maturity " means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

•         (a)   the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by

          (b)   the then outstanding principal amount of such Indebtedness.

        " Wholly Owned Restricted Subsidiary " of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

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        1.2     Use of Defined Terms.     Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

        1.3     Accounting Terms.     All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that GAAP changes during the term of this Agreement such that the covenants contained in Section 6.14 (i.e., the Leverage Ratio and the Fixed Charge Coverage Ratio) would be calculated in a different manner or with different components, Borrower shall continue to calculate the Leverage Ratio and the Fixed Charge Coverage Ratio in a manner consistent with GAAP as in effect immediately prior to such change, but shall provide the Administrative Agent with supporting schedules to the information required to be provided pursuant to Article 7 reconciling its calculations to GAAP (as in effect after such change) in a manner reasonably acceptable to the Administrative Agent.

        1.4     Rounding.     Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

        1.5     Exhibits and Schedules.     All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

        1.6     Miscellaneous Terms.     With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

•         (a)   The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

          (b)   The words "herein," "hereto," "hereof" and "hereunder" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

          (c)   Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

          (d)   The term "including" is by way of example and not limitation.

          (e)   The term "or" is not exclusive.

          (f)    The term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

          (g)   In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."

        1.7     Letter of Credit Amounts.     Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum amount available to be drawn under such Letter of Credit from time to time upon satisfaction of the applicable drawing conditions, and after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor.

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ARTICLE 2

LOANS AND LETTERS OF CREDIT

        2.1     Loans General.     

•         (a)     Revolving Loans.     Subject to clause (d) of this Section and to the other terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Maturity Date, each Revolving Lender shall, pro rata according to that Revolving Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances to Borrower under the Revolving Commitment in such amounts as Borrower may request that do not result in the Revolving Outstandings being in excess of the then effective Revolving Commitment, provided that (A) until the date upon which the sum of the aggregate principal amount of Construction Loans and Converted Term Loans first exceeds $300,000,000, the Operating Reserve shall be a reserve against the otherwise available amount of the Revolving Commitment and that, following such date, the Operating Reserve shall be a reserve against the Construction Loan Commitment and the Revolving Commitments in the aggregate, and (B) until the Opening Date, no Loan, Letter of Credit or Swing Line Loan shall be made which results in the Operating Reserve being less than $10,000,000. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.

          (b)     Construction Loans.     Subject to clause (d) of this Section and to the other terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Final Completion Date, each Construction Lender shall, pro rata according to that Construction Lender's Pro Rata Share of the then effective Construction Loan Commitment, make Advances to Borrower under the Construction Loan Commitment in such amounts as Borrower may request that do not result in the aggregate outstanding principal amount of the Construction Loans being in excess of the then effective Construction Loan Commitment. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Maturity Date, each Construction Lender shall continue its Construction Loans in the manner contemplated by Section 2.3. No Advance under the Construction Loan Commitment which is repaid may subsequently be reborrowed, however Borrower may repay loans outstanding under the Construction Loan Commitment without premium or penalty.

          (c)     The Operating Reserve.     

  •         (i)    The Operating Reserve is hereby established as a reserve against the available amount of the aggregate Commitments until the Opening Date.

            (ii)   The Operating Reserve shall become available on the Opening Date solely for the purpose of paying operating expenses, interest and other expenses (other than costs or expenses associated with the construction of the Project) and to finance working capital needs of the Borrower.

          (d)     Funding Order; Deposit Mechanics; Withdrawal from Accounts.     

  •         (i)    Construction Loans, Revolving Loans and Swing Line Loans shall not be available until the aggregate amount of the Cash Equity contributed by Holding to Borrower and expended for Project Costs following September 30, 2007 is $115,810,000 (i.e., with the Cash Equity so contributed and expended for Project Costs prior to September 30, 2007, a total of not less than $210,000,000).

            (ii)   At any time following the Closing Date and subject to the terms set forth in Section 2.4, the Borrower may request and obtain Letters of Credit in an amount not to exceed the then effective Revolving Commitment minus the Revolving Outstandings provided that at all times prior to the Opening Date the Operating Reserve is maintained.

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            (iii)  The proceeds of each Construction Loan made pursuant to this Agreement (1) shall, to the extent that there are any outstanding Revolving Loans or Swing Line Loans at the time such Construction Loan is made, be used to reduce the outstanding principal balance of the Revolving Loans and Swing Line Loans to zero (but without reducing the Revolving Commitment) and (2) shall, to the extent not used to reduce the outstanding principal balance of Revolving Loans or Swing Line Loans pursuant to clause (1) above, be deposited into the Operating Account.

            (iv)  Each Loan or Swing Line Loan shall be deposited into the Operating Account.

            (v)   Borrower shall be entitled to write checks upon, or otherwise make withdrawals and transfers from, the Operating Account unless and until the Administrative Agent gives a notice of exclusive control pursuant to the control agreement governing the Operating Account.

          (e)   Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan which shall specify, inter alia , the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, (iv) in the case of a LIBOR Loan, the Interest Period for such Loan, and (v) whether the Loan is requested under the Construction Loan Commitment or the Revolving Commitment. Unless the Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for Loan purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.

          (f)    Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and type of the Loan, the applicable Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 11:00 a.m., Nevada time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Operating Account.

          (g)   Unless the Requisite Lenders otherwise consent, each Loan shall be in an amount not less than $1,000,000 and in an integral multiple of $500,000.

          (h)   The Advances made by each Lender under the Commitments may, at the option of such Lender, be evidenced by Notes in favor of that Lender with respect to each applicable Commitment of that Lender.

          (i)    Subject to Sections 3.8, 3.9(c) and 3.9(d), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.

          (j)    If no Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.1(e), if applicable) has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the Interest Period for any LIBOR Loan, then on the last day of such Interest Period, such LIBOR Loan shall be automatically converted into a Base Rate Loan in the same amount.

          (k)   If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount of funds giving effect to both such Loans and the effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect to each such Loan.

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        2.2     Base Rate Loans.     Each request by Borrower for a Base Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for loan referred to in the second sentence of Section 2.1(e), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 9:00 a.m. Nevada time, on the date (which must be a Business Day) of the requested Base Rate Loan. All Loans shall constitute Base Rate Loans unless properly designated as a LIBOR Loan pursuant to Section 2.3.

        2.3     LIBOR Loans.     

•         (a)   Each request by Borrower for a LIBOR Loan or the continuation of an existing LIBOR Loan shall be made pursuant to a Request for Loan (or telephonic or other request for Loan referred to in the second sentence of Section 2.1(e), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 9:00 a.m., Nevada time, at least three Business Days before the first day of the applicable Interest Period.

          (b)   On the date which is two Business Days before the first day of the applicable Interest Period, the Administrative Agent shall confirm its determination of the applicable LIBOR (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrower and the Lenders by telephone or telecopier (and if by telephone, promptly confirmed by telecopier).

          (c)   Unless the Administrative Agent and the Requisite Lenders otherwise consent, no more than ten LIBOR Loans shall be outstanding at any one time.

          (d)   No LIBOR Loan may be requested during the continuation of a Default or Event of Default.

          (e)   Nothing contained herein shall require any Lender to fund any LIBOR Advance in the Designated Eurodollar Market.

        2.4     Letters of Credit.     

•         (a)     Letter of Credit Commitment.     Subject to Section 2.1(d)(ii) and the other terms and conditions of this Agreement (including Section 8.4), Borrower may request from time to time during the period from the Closing Date through the day prior to the Letter of Credit Expiration Date that the Issuing Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.4, issue Letters of Credit for the account of Borrower, and the Issuing Lender agrees to issue for the account of Borrower one or more Letters of Credit and to amend Letters of Credit previously issued by it in accordance with subsection (b) below, provided that (i) Borrower shall not request that the Issuing Lender issue any Letter of Credit if, after giving effect to such issuance, the Revolving Outstandings would thereby exceed the Revolving Commitment or, on each date prior to the Opening Date, the Operating Reserve would not be maintained, (ii) Borrower shall not request that the Issuing Lender issue any Letter of Credit if Borrower would not be in compliance with Section 6.14, (iii) in no event shall the Issuing Lender issue any Letter of Credit having an expiration date after the Maturity Date or if the expiration date would be longer than twelve months following the date of issuance, (iv) Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $10,000,000 or any limit established by Law after the Closing Date on the Issuing Lender's ability to issue the requested Letter of Credit at any time, and (v) prior to the issuance of any Letter of Credit the Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued. Notwithstanding the foregoing, the Issuing Lender shall not be obligated to issue a Letter of Credit if, (A) on or prior to the Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Issuing Lender in writing that the conditions set forth in Section 8.4 have not been satisfied with respect to the issuance of such Letter of Credit, (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or

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• directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender, or (D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Revolving Lenders have approved such expiry date. To the extent that the Issuing Lender declines to issue or amend a Letter of Credit pursuant to clause (B) or (C) above, then the Borrower shall have the right to designate one of the other Lenders which is willing to issue a replacement letter of credit as the "Issuing Lender" in respect of that Letter of Credit.

          (b)     Procedures for Issuance and Amendment of Letters of Credit.     

  •         (1)   Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower. Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 1:00 p.m., Los Angeles time, at least 3 Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (W) the Letter of Credit to be amended; (X) the proposed date of amendment thereof (which shall be a Business Day); (Y) the nature of the proposed amendment; and (Z) such other matters as the Issuing Lender may reasonably require.

            (2)   Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share of the Revolving Commitment times the amount of such Letter of Credit.

            (3)   Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing

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    Lender will also deliver to Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

          (c)     Drawings and Reimbursements; Funding of Participations.     

  •         (1)   Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. Los Angeles time on the date of any payment by the Issuing Lender under a Letter of Credit (each such date, an "Honor Date"), Borrower shall reimburse the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such Revolving Lender's Pro Rata Share thereof. In such event, Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.1(g) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitments and the conditions set forth in Section 8.2 (other than the delivery of a Request for Loan). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this Section 2.4(c)(1) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

            (2)   Each Revolving Lender (including the Lender acting as Issuing Lender) shall upon any notice pursuant to Section 2.4(c)(1) make funds available to the Administrative Agent for the account of the Issuing Lender at the Administrative Agent's Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. Los Angeles time on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.4(c)(3), each Lender that so makes funds available shall be deemed to have made an Advance to Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender.

            (3)   With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan because the conditions set forth in Section 8.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender's payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.4(c)(2) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.4.

            (4)   Until each Revolving Lender funds its Advance or L/C Advance pursuant to this Section 2.4(c) to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender's Pro Rata Share of such amount shall be solely for the account of the Issuing Lender.

            (5)   Each Revolving Lender's obligation to make Advances or L/C Advances to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.4(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided ,

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    however, that each Revolving Lender's obligation to make Advances pursuant to this Section 2.4(c) is subject to the conditions set forth in Section 8.2 (other than delivery by Borrower of a Request for Loan). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under any Letter of Credit, together with interest as provided herein.

            (6)   If any Revolving Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.4(c) by the time specified in Section 2.4(c)(2), the Issuing Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Issuing Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (6) shall be conclusive absent manifest error.

          (d)     Repayment of Participations.     

  •         (1)   At any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender's L/C Advance in respect of such payment in accordance with Section 2.4(c), if the Administrative Agent receives for the account of the Issuing Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender's L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

            (2)   If any payment received by the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.4(c)(1) is required to be returned under any of the circumstances described in Section 11.24 (including pursuant to any settlement entered into by the Issuing Lender in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the Issuing Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

          (e)     Obligations Absolute.     The obligation of Borrower to reimburse the Issuing Lender for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

  •         (1)   any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

            (2)   the existence of any claim, counterclaim, set-off, defense or other right that Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

            (3)   any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement

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    therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

            (4)   any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

            (5)   any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower.

The waivers set forth in clauses (1) through (5) above shall not be construed as a waiver of any separate claims which may arise in favor of Borrower for any breach by the Issuing Lender of its obligations under this Agreement. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower's instructions or other irregularity, Borrower will within three Business Days notify the Issuing Lender. Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.

•         (f)     Role of Issuing Lender.     Each Revolving Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Requisite Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however, that this assumption is not intended to, and shall not, preclude Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (1) through (5) of Section 2.4(e); provided , however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the Issuing Lender's willful misconduct or gross negligence or the Issuing Lender's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

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•         (g)     Cash Collateral.     Upon the request of the Administrative Agent, (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, Borrower shall immediately Cash Collateralize the then outstanding amount of the Letter of Credit Usage (in an amount equal to such outstanding amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, "Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Revolving Lenders, as collateral for the then outstanding amount of the Letter of Credit Usage, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Revolving Lenders). Derivatives of such term have corresponding meanings. Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

          (h)     Applicability of ISP.     Unless otherwise expressly agreed by the Issuing Lender and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.

          (i)     Conflict with Letter of Credit Application.     In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

          (j)     Fees for Modifications.     The issuance of any supplement, modification, amendment, renewal, or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit, except that the Issuing Lender's issuance fees shall be payable as set forth in the letter agreement referred to in Section 3.6.

        2.5     Voluntary Reduction of the Commitments.     Borrower shall have the right, at any time and from time to time, without penalty or charge, upon at least three Business Days' prior written notice by a Responsible Official of Borrower to the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in aggregate principal amounts in an integral multiple of $500,000, but not less than $1,000,000, or to terminate, all or a portion of the then undisbursed portion of any Commitment provided that (i) prior to the Opening Date, Borrower will not reduce any of the Commitments except in connection with the repayment in full of the Obligations except to the extent that, after giving effect thereto, the In-Balance Test is satisfied by an excess of $10,000,000, and (ii) Borrower shall not reduce any of the Commitments to an amount that is less than the aggregate outstanding principal of the Loans under such Commitment or, with respect to the Revolving Commitment, to an amount which is less than the Revolving Outstandings plus the Operating Reserve unless the Obligations are concurrently paid in full. The Administrative Agent shall promptly notify the Lenders of any reduction or termination of any Commitment under this Section.

        2.6     Administrative Agent's Right to Assume Funds Available for Advances.     Unless the Administrative Agent shall have been notified by any Lender no later than 11:00 a.m., Nevada time, on the Business Day of the proposed funding by the Administrative Agent of any Loan that such Lender does not intend to make available to the Administrative Agent such Lender's portion of the total amount of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If the Administrative Agent has made funds available to Borrower based on such assumption and such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such

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Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify Borrower and Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the daily Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its share of the Commitments or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

        2.7     Swing Line.     

•         (a)   Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (i) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000, (ii) the Revolving Outstandings shall not exceed the then effective Revolving Commitment, (iii) on each date prior to the Opening Date, the Operating Reserve shall be maintained, (iv) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default and (v) the Swing Line Lender has not given at least twenty four hours' prior notice to Borrower that availability under the Swing Line is suspended or terminated. Borrower may borrow, repay and reborrow under this Section without premium or penalty. Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 1:00 p.m., Nevada time, on the Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier). Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., Nevada time, on a Business Day, such payment shall be deemed received on the next Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Line Outstandings each time there is a change therein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

          (b)   Swing Line Loans shall bear interest at the same rate (including the Applicable Margin) as Base Rate Loans made under the Revolving Commitment minus the then applicable Commitment Fee Rate. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swing Line Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below).

          (c)   The Swing Line Loans shall be payable within five Business Days after demand made by the Swing Line Lender and in any event on the Maturity Date.

          (d)   Upon the making of a Swing Line Loan in accordance with Section 2.7(a), each Revolving Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's Pro Rata Share of the Revolving Commitment times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each

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• 
  

  Revolving Lender shall, according to its Pro Rata Share, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Revolving Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional ( except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Revolving Lender shall be obligated to purchase its Pro Rata Share of Swing Line Loans (i) to the extent that Swing Line Outstandings are in excess of $10,000,000 or (ii) to the extent that the Revolving Outstandings exceed the then effective Revolving Commitment, or (iii) in the case of Swing Line Loans made (absent the consent of all of the Lenders) during the continuation of an Event of Default. Each Revolving Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Revolving Lender paid the Swing Line Lender its purchase price) with respect to such claim.

          (e)   In the event that the Swing Line Outstandings are outstanding ten consecutive Business Days, then on the next Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to pay the Swing Line Outstandings in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to pay the Swing Line Outstandings in full. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender (unless Borrower has made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(g) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Revolving Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request such a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Advances to be made by the Revolving Lenders under the Revolving Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 8 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.7(a)(i), (ii), (iii), (iv) and (v) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

        2.8     Mandatory Conversion of Certain Construction Loans.     

•         (a)   On the first date upon which the aggregate outstanding principal amount of the Construction Loans first equals or exceeds $150,000,000, a $150,000,000 portion of the outstanding principal balance of the Construction Loans will convert to term loans (the " Converted Term Loans ").

          (b)   Upon any such conversion, the Construction Loan Commitments shall be reduced by the initial aggregate principal amount of the Converted Term Loans, and each Construction Lender's Construction Loan Commitment shall be reduced by an amount equal to the product of such Construction Lender's Pro Rata Share of Construction Loan Commitments at the time of conversion times the initial aggregate principal amount of the Converted Term Loans. Promptly following such conversion, all Construction Loan Notes will be replaced with new Construction Loan Notes which appropriately reflect the revised Construction Loan Commitments, and the Borrower shall issue to each Converted Term Loan Lender a Converted Term Loan Note to

40

• 
  

  evidence its Converted Term Loans, in each case, in an amount equal to the product of such Converted Term Loan Lender's Pro Rata Share of the Construction Loan Commitment at the time of the conversion times the initial aggregate principal amount of the Converted Term Loans.

          (c)   The Converted Term Loans will be entitled to the ratable benefits of the Subsidiary Guaranty and the Collateral Documents, shall bear interest at the same rate as the Construction Loans, will be repaid in the same manner, at the same time and with the same priority as the Construction Loans, and all outstanding principal under the Converted Term Loans shall in any event be due and payable on the Maturity Date.

        2.9     Collateral.     The Obligations shall be secured by the Collateral pursuant to the Collateral Documents.

ARTICLE 3

PAYMENTS AND FEES

        3.1     Interest.     

•         (a)   Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws.

          (b)   Interest accrued on each Base Rate Loan on each Quarterly Payment Date shall be due and payable on that day. Except as otherwise provided in Section 3.10, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the applicable Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate.

          (c)   Interest accrued on each LIBOR Loan which is for a term of three months or less shall be due and payable on the last day of the related Interest Period. Interest accrued on each other LIBOR Loan shall be due and payable on the date which is three months after the date such LIBOR Loan was made (and, in the event that all of the Lenders have approved an Interest Period of longer than six months, every three months thereafter through the last day of the Interest Period) and on the last day of the related Interest Period. Except as otherwise provided in Section 3.10, the unpaid principal amount of any LIBOR Loan shall bear interest at a rate per annum equal to LIBOR for that LIBOR Loan plus the applicable LIBOR Margin.

        3.2     Principal Payments.     The outstanding principal amount of the Loans shall be payable as follows:

•         (a)   The Loans may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, except that with respect to any voluntary prepayment under this Section, (i) any partial prepayment shall be not less than $1,000,000 and in an integral multiple of $500,000, (ii) the Administrative Agent shall have received written notice of any prepayment by 9:00 a.m. Nevada time on the Business Day prior to the date of prepayment (which must be a Business Day) in the case of a Base Rate Loan, and, in the case of a LIBOR Loan, three Business Days before the date of prepayment (which must be a Business Day), which notice shall identify the date and amount of the prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on any LIBOR Loan shall be accompanied by payment of interest accrued to the date of payment on the amount of principal paid, (iv) any payment or prepayment of all or

41

• any part of any LIBOR Loan on a day other than the last day of the applicable Interest Period shall be subject to Section 3.9(e) and (v) upon any partial prepayment of a LIBOR Loan that reduces the principal amount of such Loan below $2,000,000, the remaining portion thereof shall automatically convert to a Base Rate Loan.

          (b)   If not sooner paid, the outstanding principal amount of the Loans shall be payable as follows:

  •         (i)    to the extent that, on any date when Construction Loans are made, there are any outstanding Revolving Loans or Swing Line Loans, the proceeds of such Construction Loans shall be used to reduce the outstanding principal balance of the Revolving Loans and Swing Line Loans to zero (but without reducing the Revolving Commitment);

            (ii)   the amount, if any, by which the Revolving Outstandings at any time exceed the then applicable Revolving Commitment ( including as it may be reduced from time to time pursuant to Section 2.5), shall in each case be payable immediately.

            (iii)  Borrower shall repay the outstanding principal amount of the Construction Loans and the Converted Term Loans on each Amortization Date in the amount set forth below opposite the relevant Amortization Date, with each such payment being applied ratably to the principal amount of the Construction Loans and Converted Term Loans then outstanding:

•         and

  •         (iv)  the principal Indebtedness under the Loans shall in any event be payable on the Maturity Date.

          (c)   The Loans shall be subject to mandatory prepayment in an amount equal to:

  •         (i)    100% of all Net Proceeds from Asset Sales (other than Asset Sales permitted by Section 6.1) except to the extent that such Net Proceeds are applied to purchase Replacement Assets during the 360 day period following receipt thereof. To the extent that such Net Proceeds are not applied to the purchase of Replacement Assets during such period then, at the end of such period Borrower shall prepay the Loans in the manner set forth below; and

            (ii)   100% of the proceeds from any casualty insurance, condemnation, eminent domain or similar takings, provided that, if no Default or Event of Default has then occurred and remains continuing or would result therefrom (A) to the extent that Borrower has previously received Designated Bridge Equity Contributions in respect of the casualty giving rise to such proceeds, Borrower may instead distribute the amount of such proceeds to Holding or the Members in an amount not to exceed the related Designated Bridge Equity Contributions, (B) if not used in accordance with clause (A) and the Completion Date has not yet occurred, such proceeds shall be deposited into the Operating Account (but shall not be considered Cash Equity) and shall thereafter be available for the payment of Project Costs, and (C) if not used in accordance with clause (A) and the Completion Date has occurred, then:

    •         (1)   Borrower may retain for its own account any such net proceeds which are in an aggregate amount not in excess of $25,000,000 to the extent that Borrower and its Restricted Subsidiaries apply such net proceeds to replace, repair or restore the property damaged, destroyed or taken to which such net proceeds relate or to the extent applied

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• • • to the purchase or construction of Replacement Assets of a similar character during the Reinvestment Period; and

              (2)   if the amount of such net proceeds are in excess of $25,000,000, but less than $100,000,000, then such proceeds shall be remitted to the Administrative