FIRST LIEN CREDIT AGREEMENT

Exhibit 10.1

$380,000,000

FIRST LIEN CREDIT AGREEMENT

Dated as of June 14, 2007

among

GOLDEN NUGGET, INC.,

as Borrower,

the Lenders referred to herein,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Collateral Agent,

Issuing Bank and Swing Line Bank,

BANK OF AMERICA, N.A.

as Syndication Agent,

and

WELLS FARGO FOOTHILL, INC.

as Documentation Agent

WACHOVIA CAPITAL MARKETS, LLC,

as Sole Lead Arranger and Sole Bookrunner

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

847184

TABLE OF CONTENTS

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SCHEDULES

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FIRST LIEN CREDIT AGREEMENT

FIRST LIEN CREDIT AGREEMENT dated as of June 14, 2007 among GOLDEN NUGGET, INC. , a Nevada corporation (the “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), WACHOVIA BANK, NATIONAL ASSOCIATION (“ Wachovia ”), as Administrative Agent, Collateral Agent , Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A ., as syndication agent, WELLS FARGO FOOTHILL, INC. , as documentation agent, and WACHOVIA CAPITAL MARKETS, LLC (“ WCM ”), as sole bookrunner and sole lead arranger.

PRELIMINARY STATEMENTS:

(1) The Borrower desires to obtain from the Lender Parties (such capitalized term, and all other capitalized terms used in these Preliminary Statements without definition, to have the meanings specified in Section 1.01 below) financings (collectively, the “ Financings ”) in an aggregate principal amount of $380,000,000, comprised of (a) $330,000,000 in a 7-year First Lien Term Facility (of which $120,000,000 of the First Lien Term Loan will be available on a delayed draw basis), and (b) up to $50,000,000 in a 6-year First Lien Revolving Facility, the proceeds of each of which, together with the proceeds of the Second Lien Term Loan Facility to be entered by the Borrower on the Closing Date, will be used for (i) the payment of a one-time dividend (the “ Dividend ”) to its parent Landry’s Restaurants, Inc. (the “ Parent ”) or a designated Subsidiary of Parent (as defined herein), (ii) the refinancing (the “ Refinancing ”) in full on the Closing Date of certain of the Existing Debt, (iii) the construction of a hotel tower at the Golden Nugget Las Vegas (the “ Hotel Project ” and, together with the Dividend and the Refinancing, the “ Transactions ”) and (iv) in the case of such revolving facility, from and after the Closing Date, working capital and general corporate purposes of the Borrower and its Subsidiaries.

(2) The Lender Parties have indicated their willingness to provide the Financings, but only on and subject to the terms and conditions of this Agreement, including the granting of the Collateral pursuant to the Collateral Documents and the making of the guarantees pursuant to the Guaranties.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Additional Term Advance ” means a Term Advance that takes place after the Closing Date.

“ Administrative Agent ” means Wachovia, in its capacity as Administrative Agent hereunder or any successor thereto appointed pursuant to Section 7.06.

“ Administrative Agent’s Account ” means the account of the Administrative Agent maintained by the Administrative Agent at its office at 301 South College Street, Charlotte, North Carolina, 28288, Attention: Agency Services, and designated by the Administrative Agent to the Lender Parties as the “Administrative Agent’s Account” or such other account for such purpose as the Administrative Agent shall specify in writing to the Lender Parties.

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

“ Advance ” means a Term Advance, a Revolving Credit Advance, a Swing Line Advance or a Letter of Credit Advance (and shall include any Incremental Term Advances).

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or executive officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

“ Agreement ” means this First Lien Credit Agreement, as amended.

“ Agreement Value ” means, for each Hedge Agreement, on any date of determination, an amount equal to all obligations thereunder (including the amount of any termination payments that would payable on such date if the Hedge Agreement were terminated).

“ Agents ” means the Administrative Agent and the Collateral Agent.

“ Applicable First Lien Commitment Fee Percentage ” means, with respect to commitment fees payable pursuant to Section 2.08(a)(ii), (a) initially 1.50% per annum, (b) following the six-month anniversary of the Closing Date, 1.75% per annum, and (c) following the first anniversary of the Closing Date, 2.00% per annum.

“ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“ Applicable Lending Office ” means, with respect to each Lender Party, such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“ Applicable Margin ” means, in respect of (a) the Term Facility, (i) 0.75% per annum for Base Rate Advances and (ii) 2.00% per annum for Eurodollar Rate Advances; provided that so long as the Borrower’s corporate family rating is at least B1 (stable or better outlook) by Moody’s and the Borrower’s corporate credit rating is at least B+ (stable or better outlook) by S&P, the Applicable Margin shall be (x) 0.50% per annum for Base Rate Advances and (y) 1.75% per annum for Eurodollar Rate Advances; provided further , that if the Borrower’s rating shall change during an Interest Period, the revised Applicable Margin will not take effect until the beginning of the next Interest Period in the case of Eurodollar Rate Advances and Base Rate Advances will be adjusted the following Business Day after the Administrative Agent received notice of the ratings change, and (b) the Revolving Credit Facility, (i) until the second Business Day after the date on which the Administrative Agent receives the financial statements (together with the applicable schedule and certificates) of the Borrower for the fiscal quarter ended June 30, 2007 pursuant to Section 5.03(b), (A) 0.75% per annum for Base Rate Advances and (B) 2.00%

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per annum for Eurodollar Rate Advances, and (ii) thereafter for the Revolving Credit Facility only, the percentage per annum set forth below, as determined by reference to the Leverage Ratio as set forth in the most recent financial statements (together with the applicable schedule and certificates) of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable:

Any increase or decrease in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as of the second Business Day after the date the financial statements (together with the applicable schedule and certificates) of the Borrower are delivered pursuant to Section 5.03(b) or (c), as applicable; provided , however , that in the event that the Borrower fails to timely provide the financial statements (together with the applicable schedule and certificates) pursuant to Section 5.03(b) or (c), as applicable, the Applicable Margin at Level 1 shall apply as of the first Business Day after the date on which such financial statements (together with the applicable schedule and certificates) were required to have been delivered until the actual delivery of such financial statements (together with the applicable schedule and certificates).

In the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.03(b) or (c) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected would have led to a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (i) Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined as if Level 1 were applicable for such Applicable Period, and (iii) Borrower shall immediately pay to the Administrative Agent the additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. This paragraph shall not limit the rights of the Administrative Agent and the Lenders hereunder.

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“ Applicable Revolving Commitment Fee Percentage ” means, with respect to commitment fees payable pursuant to Section 2.08(a)(i), (a) until the second Business Day after the date on which the Administrative Agent receives the financial statements (together with the applicable schedule and certificates) of the Borrower for the fiscal quarter ended June 30, 2007 pursuant to Section 5.03(b), 0.50% per annum, and (b) thereafter, the percentage per annum set forth below, as determined by reference to the Leverage Ratio as set forth in the most recent financial statements (together with the applicable schedule and certificates) of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable:

Any increase or decrease in the Applicable Commitment Fee Percentage resulting from a change in the Leverage Ratio shall become effective as of the second Business Day after the date the financial statements (together with the applicable schedule and certificates) of the Borrower are delivered pursuant to Section 5.03(b) or (c), as applicable; provided , however , that in the event that the Borrower fails to timely provide the financial statements (together with the applicable schedule and certificates) pursuant to Section 5.03(b) or (c), as applicable, the Applicable Commitment Fee Percentage at Level 1 shall apply as of the first Business Day after the date on which such financial statements (together with the applicable schedule and certificates) were required to have been delivered until the actual delivery of such financial statements (together with the applicable schedule and certificates).

“ Appropriate Lender ” means, at any time, with respect to (a) any of the Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility at such time, (b) the Letter of Credit Facility, (i) any Issuing Bank and (ii) if the other Revolving Credit Lenders have made Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding at such time, each such other Revolving Credit Lender and (c) the Swing Line Facility, (i) any Swing Line Bank and (ii) if the other Revolving Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b) that are outstanding at such time, each such other Revolving Credit Lender.

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

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“ Arranger ” means WCM in its capacity as sole lead arranger and sole bookrunner.

“ Asset Disposition ” means the disposition of any or all of the assets (including, without limitation, the Equity Interests of a Subsidiary or any ownership interest in a joint venture) of any Loan Party or any Subsidiary thereof whether by sale, lease, transfer or otherwise, in a single transaction, or in a series of related transactions, excluding any Asset Disposition of the Borrower and its Subsidiaries permitted pursuant to Section 5.02(e)(i) , (ii) , and (iv) . The term “Asset Disposition” shall not include any Equity Issuance.

“ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender Party and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 8.07 and in substantially the form of Exhibit C hereto or as otherwise approved by the Administrative Agent.

“ Availability Period ” means the period from and including the Closing Date to the earliest of (i) the second anniversary of Closing Date and (ii) the date of termination of the commitments of the Term Lenders to make Term Advances pursuant to Section 6.01.

“ Available Amount ” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“ Bankruptcy Law ” means any proceeding of the type referred to in Section 6.01(s) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

“ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest established by Wachovia in Charlotte, North Carolina, from time to time, as its prime rate for dollars loaned in the United States of America; and

(b)  ¹ / 2 of 1% per annum above the Federal Funds Rate.

The Base Rate is an index rate and is not necessarily intended to be the lowest or best rate of interest charged to other customers in connection with extensions of credit or to other banks. Any change in the Base Rate due to change in prime rate or Federal Funds Rate shall be effective on the date of such change, as the case may be.

“ Base Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(i).

“ Borrower ” has the meaning specified in the recital of parties to this Agreement.

“ Borrower’s Account ” means the account of the Borrower maintained by the Borrower with the Administrative Agent at its office at 301 South College Street, Charlotte, North Carolina 28288, and designated between the Borrower and the Administrative Agent as the “Borrower’s Account”, or such other account for such purpose as the Borrower shall specify in writing to the Administrative Agent.

“ Borrowing ” means a Term Borrowing or a Revolving Credit Borrowing or a Swing Line Borrowing.

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“ Business Day ” means a day of the year on which banks are not required or authorized by law to close in New York, New York or Charlotte, North Carolina and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank 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) as determined in accordance with GAAP.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“ Certificate of Occupancy ” means a temporary or permanent certificate of occupancy, in either case, for the Hotel Project issued by the appropriate Governmental Authority, pursuant to Applicable Law which permanent or temporary certificate of occupancy shall permit the Hotel Project to be used for its respective intended purposes and shall be in full force and effect and, in the case of a temporary certificate of occupancy, if such temporary certificate of occupancy shall provide for an expiration date, any items which must be completed in order for such temporary certificate of occupancy to be renewed or extended shall be completed no later than 15 days prior to the applicable expiration date.

“ CFC ” means an entity that is a controlled foreign corporation under Section 957 of the Internal Revenue Code.

“ Change of Control ” means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert other than any Permitted Holder shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Interests of the Borrower (or other securities convertible into such Voting Interests) representing 40% or more of the combined voting power of all Voting Interests of the Borrower; or (b) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower shall cease for any reason to constitute a majority of the board of directors of the Borrower; (c) any Person or two or more Persons acting in concert other than any Permitted Holder shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of control over Voting Interests of the Borrower (or other securities convertible into such Voting Interests) representing 40% or more of the combined voting power of all Voting Interests of the Borrower; or (d) prior to an initial public offering of Borrower’s Equity Interests Parent ceases to own 100% of the Equity Interests of the Borrower, or following an initial public offering of Borrower’s Equity Interests Parent ceases to own more than 50% of the Equity Interests of the Borrower.

“ Closing Date ” means the date of this Agreement or such later Business Day upon which the conditions set forth in Section 3.01 shall have been satisfied.

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“ Collateral ” means all “Collateral” referred to in the Collateral Documents and all “Mortgaged Property” or “Trust Property” referred to in each Mortgage and all other property that is subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Collateral Account ” has the meaning specified in the Security Agreement.

“ Collateral Agent ” shall mean Wachovia in its capacity as collateral agent hereunder.

“ Collateral Documents ” means the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, the Intercreditor Agreement, each of the collateral documents, instruments and agreements delivered pursuant to Sections 3.01, 5.01(l) or (m), and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment ” means a Term Commitment, a Revolving Credit Commitment, a Swing Line Commitment, a Letter of Credit Commitment or any Commitment to make Term Advances as provided in Section 2.17 .

“ Completion ” means, with respect to the Hotel Project, completion in substantial conformance with the Project Plans such that when completed, a Certificate of Occupancy will be issued.

“ Completion Certificate ” means a written certificate executed by the architect, General Contractor and the Lenders’ Consultant certifying that the applicable Project has been completed in all material respects (subject to customary punch list items) in accordance with its Project Plans together with a certificate executed by a Responsible Officer to that effect.

“ Compliance Certificate ” means a certificate of a Financial Officer substantially in the form of Exhibit I .

“ Confidential Information ” means information that any Loan Party furnishes to any Agent or any Lender Party in a writing designated as confidential or is known by the Lender Parties to be material non-public information, but does not include any such information that is or becomes generally available to the public or that is or becomes available to such Agent or such Lender Party from a source other than the Loan Parties.

“ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“ Consolidated EBITDA ” means, for any period, the sum of (without duplication) (a) Consolidated Net Income or Consolidated Net Loss, as the case may be, for such period plus (b) the sum of (i) Consolidated Interest Expense, (ii) income and franchise taxes, (iii) depreciation expense, (iv) amortization expense, (v) extraordinary losses, (vi) one time costs related to the Refinancing, including without limitation tender premiums, and (vii) non-cash items, in each case, which were deducted in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period minus (c) to the extent included in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period, (i) non-cash gains, (ii) gains arising from asset dispositions not in the ordinary course of business and (iii) non-cash gains under Hedge Agreements. The historical Consolidated EBITDA for the relevant measurement period of entities (A) that are acquired by the Borrower or any of its Subsidiaries after the Closing Date as permitted under the Loan Documents will be included in the calculation

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of Consolidated EBITDA for the entire period of determination on a pro forma basis (determined in accordance with adjustments reasonably agreed by the Administrative Agent based on demonstrated cost savings and excluding extraordinary items) and (B) that are disposed of by the Borrower or any of its Subsidiaries after the Closing Date for the entire period of determination following such disposition, in each case, will be excluded in the calculation of Consolidated EBITDA; provided that, in the case of entities that are acquired by the Borrower or any of its Subsidiaries after the Closing Date, the Administrative Agent and the Lenders are furnished with audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent and the Required Lenders, of such entities (or if the acquisition is of a division or branch of a larger business or a group of businesses, the audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent and the Required Lenders, of such larger business or group of businesses, so long as the individual activities of the acquired entity are clearly reflected in such financial statements, together with a certificate certifying that the Borrower has reviewed the historical financial statements of the division or branch and that they reflect proper divisional accounting in relation to the large business or group of businesses), reasonably satisfactory to the Administrative Agent and the Required Lenders in all respects, confirming such historical results.

“ Consolidated Interest Expense ” means, with respect to the Borrower and its Subsidiaries for any period, the gross interest expense (including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to Hedge Agreements and excluding non-cash amortization of loan costs) of the Borrower and its Subsidiaries, all determined for such period on a Consolidated basis, without duplication, in accordance with GAAP.

“ Consolidated Net Income ” and “ Consolidated Net Loss ” mean, with respect to the Borrower and its Subsidiaries, for any period of determination, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Net Income (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, and (d) cash and non-cash losses related to The Fremont Street Experience Limited Liability Company in an amount not to exceed $2,500,000 in the aggregate in any fiscal year.

“ Construction Contracts ” means any and all contracts, written or oral, between the Borrower, any applicable Loan Party and any contractor and any subcontractor and between any of the foregoing and any other Person (including, without limitation, any architect or engineer) relating in any way to the construction of the Hotel Project, including the performing of labor or the furnishing of standard or specially fabricated materials in connection therewith or the preparation or furnishing of any drawings, renderings, plans, design documents or other related items for the design, architecture or construction of the Hotel Project.

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“ Contingent Obligation ” means, with respect to any Person, any obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“ Conversion ”, “ Convert ” and “ Converted ” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or 2.10.

“ Cure Amount ” has the meaning set forth in Section 6.03(a).

“ Debt ” means, with respect to the Borrower and its Subsidiaries at any date without duplication, the sum of the following calculated in accordance with GAAP: (a) all liabilities, obligations and indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 90 days incurred in the ordinary course of such Person’s business), (c) all indebtedness of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under Capitalized Leases, (f) all obligations of such Person under acceptance, letters of credit or other similar arrangements or credit support facilities, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all Contingent Obligations (other than Contingent Obligations with respect to underlying payment obligations for leases and other obligations that are incurred in the ordinary course of business and are otherwise not prohibited by the terms of this Agreement) and Off Balance Sheet Obligations of such Person and (i) all indebtedness and other payment obligations referred to in clauses (a) through (h) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt or other payment obligations.

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“ Debt for Borrowed Money ” of any Person means, at any date of determination, all items that, in accordance with GAAP, would be classified as indebtedness for borrowed money on a Consolidated balance sheet of such Person at such date but excluding any intercompany debt between the Loan Parties.

“ Debt Issuance ” shall mean the issuance of any Debt for borrowed money by the Borrower or any of its Subsidiaries, excluding any Equity Issuance, any issuance of Equity Interests of the Borrower or Subsidiaries to Parent or any Loan Party, or any Debt of the Borrower and its Subsidiaries permitted to be incurred pursuant to Section 5.02(a) .

“ Default ” means any Event of Default or any event that would constitute an Event of Default but for the passage of time or the requirement that notice be given or both.

“ Default Interest ” has the meaning set forth in Section 2.07(b).

“ Defaulting Lender ” has the meaning specified in Section 2.15.

“ Disqualified Stock ” means any capital stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the Termination Date. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such capital stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such capital stock provide that the Borrower may not repurchase or redeem any such capital stock pursuant to such provisions unless such repurchase or redemption complies with Section 5.02. The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the Termination Date.

“ Distribution Amount ” means the sum of, without duplication, (i) 50% of cumulative Consolidated Net Income of the Borrower since the Closing Date or if such Consolidated Net Income is of a deficit, 100% of such deficit, plus (ii) Parent Qualified Contributions (excluding Parent Qualified Contributions applied toward the Cure Amount and excludes Parent Qualified Contributions used to consummate a Permitted Acquisition) after the Closing Date to a Loan Party not otherwise prohibited by this Agreement, minus (iii) the dollar amount of Restricted Payments made pursuant to Section 5.02(f)(iv), plus (iv) $10,000,000.

“ Dividend” has the meaning specified in the Preliminary Statements.

“ Domestic Lending Office ” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5 billion; (e) a finance company, insurance company or other financial institution

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or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course and having total assets in excess of $100,000,000 and (f) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the Issuing Banks and the Swing Line Banks, and (iii) the Borrower (which approval not to be unreasonably withheld or delayed); provided that the Borrower shall not have any approval rights in connection with any of the foregoing (x) if an Event of Default shall have occurred and be continuing or (y) to the extent determined by the Administrative Agent to be reasonably necessary to achieve a successful initial syndication of the Commitments hereunder. Notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Subsidiaries or Affiliates or any Person found unsuitable under any Gaming Laws.

“ Employee Benefit Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of any Credit Party or any current or former ERISA Affiliate.

“ Environmental Action ” means any action, suit, demand, demand letter, claim, notice of non compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“ Environmental Law ” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Interests ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ Equity Issuance ” means any issuance by the Borrower or any Subsidiary to any Person which is not the Parent or a Loan Party of (a) shares of its Equity Interests, (b) any shares of its Equity Interests pursuant to the exercise of options or warrants or (c) any shares of its Equity Interests pursuant to the conversion of any debt securities to equity. The term “Equity Issuance” shall not include (i) any Asset Disposition or (ii) any Debt Issuance.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Internal Revenue Code.

“ ERISA Event ” means (a) unless the applicable 30 day notice requirement with respect to such event has been waived by the PBGC, (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan.

“ Eurocurrency Liabilities ” has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurodollar Lending Office ” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“ Eurodollar Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

“ Eurodollar Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(ii).

“ Eurodollar Reserve Percentage ” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities

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or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“ Events of Default ” has the meaning specified in Section 6.01.

“ Excess Cash Flow ” means, for any period of determination, the sum of the following determined on a Consolidated basis, without duplication, in accordance with GAAP: (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such period minus (b) the sum of the cash amounts expended during such period for (i) expenditures made in connection with any acquisition permitted under Section 5.02(c)(iii) and to the extent not funded by Debt or equity, (ii) Investments made under other clauses of Section 5.02(c) to the extent not funded by Debt or equity, (iii) Restricted Payments made under Section 5.02(f), (iv) Capital Expenditures, (v) Consolidated Interest Expense, (vi) taxes paid in cash during such period with respect to income of the Borrower and its Subsidiaries on a Consolidated basis, and (vii) regularly scheduled and optional repayments or optional prepayments made with respect to principal on outstanding Debt (other than revolving Debt), as the case may be, of the Borrower and its Subsidiaries, plus or minus , as the case may be, any changes in working capital of the Borrower and its Subsidiaries for such period.

“ Existing Debt ” means Debt of the Borrower and its Subsidiaries outstanding immediately before the occurrence of the Closing Date, as set forth on Schedule 4.01(v).

“ Extraordinary Receipt ” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, pension plan reversions, proceeds of insurance (including, without limitation, any key man life insurance but excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation and casualty awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement, but in any event excluding any tax refund; provided , however , that, so long as no Event of Default has occurred and is continuing, an Extraordinary Receipt shall not include cash receipts received from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments (a) do not exceed, individually or in the aggregate, $5,000,000 or (b) in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of the Loan Documents.

“ Facility ” means the Term Facility, the Revolving Credit Facility, the Swing Line Facility or the Letter of Credit Facility.

“ FDIC ” means the Federal Deposit Insurance Corporation, or any successor thereto.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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“ Fee Letter ” means the fee letter dated April 30, 2007, between the Borrower, the Administrative Agent and WCM, as amended from time to time in accordance with the terms thereof.

“ Financial Performance Covenants ” means the covenants of the Borrower set forth in Sections 5.04(a) and (b).

“ Financings ” has the meaning specified in the Preliminary Statements.

“ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“ Financial Officer ” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“ Fiscal Year ” means a fiscal year of the Borrower and its Consolidated Subsidiaries ending on December 31 in any calendar year.

“ Force Majeure ” means any cause beyond the reasonable control of the Borrower and occurring without the Borrower’s fault or negligence, including acts of God, unforeseen Government restrictions (including the denial or cancellation of license), wars or insurrections.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Fronting Fee” has the meaning specified in Section 2.08(b).

“ Fund ” means any Person (other than an individual) 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.

“ Funded Debt ” of any Person means Debt in respect of the Loan Documents and the Second Lien Loan Documents, in the case of the Borrower, and all other Debt for Borrowed Money of such Person that by its terms matures more than one year after the date of determination or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year after such date.

“ GAAP ” has the meaning specified in Section 1.03.

“ Gaming Authority ” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the federal government or any state, county, city or other political subdivision, whether now or hereafter in existence, or any officer or official thereof, but only to the extent that such agency, authority, board, bureau, commission, department, office or instrumentality possesses authority to regulate any gaming operation owned, managed or operated, or proposed to be owned, managed or operated, by the Borrower or any of its Subsidiaries.

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“ Gaming Laws ” means all applicable federal, state and local laws, rules and regulations pursuant to which Gaming Authorities possess regulatory, licensing or permit authority over the ownership or operation of gaming facilities.

“ Gaming License ” means any finding of suitability, registration, license, franchise or other approval or authorization issued by or from any Gaming Authority under Gaming Laws that is required to own, lease, operate or otherwise conduct or manage the gaming activities of the Borrower and its Subsidiaries in any state or jurisdiction in which any Borrower or any of its Subsidiaries conduct business.

“ General Contractor ” means any Person who contracts for the construction of any entire Project, rather than for a portion of the work relating thereto and otherwise has the obligation to retain and pay subcontractors and coordinates the work to be performed.

“ Governmental Authority ” means any nation or government, any state, province, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau or similar body, whether federal, state, provincial, territorial, local or foreign.

“ Governmental Authorization ” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“ Governmental Real Property Disclosure Requirements ” shall mean any requirement of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or release or discharge in or into the Environment, or the use, disposal or handling of Hazardous Materials on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“ Guarantors ” means the Subsidiaries of the Borrower.

“ Guaranties ” means, collectively, the Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit E, together with each guaranty and guaranty supplement delivered pursuant to Section 5.01(l) or (m).

“ Hazardous Materials ” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“ Hedge Agreements ” means interest rate, commodity or currency swap, cap or collar agreements, future or option contracts and other hedging agreements (including, without limitation, all “swap agreements” as defined in 11 U.S.C. § 101).

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“ Hedge Bank ” means any Lender Party or Affiliate of a Lender Party in its capacity as a party to a Secured Hedge Agreement and any counterparty to such Secured Hedge Agreement that was a Lender Party or Affiliate of a Lender Party at the time such Secured Hedge Agreement was entered into.

“Hotel Project” has the meaning specified in the Preliminary Statements.

“ Increase Effective Date ” shall have the meaning assigned to such term in Section 2.17(a) .

“ Increase Joinder ” shall have the meaning assigned to such term in Section 2.17(c) .

“ Incremental Term Advance ” shall have the meaning assigned to such term in Section 2.17(c) .

“ Incremental Term Advance Commitment ” shall have the meaning assigned to such term in Section 2.17(a) .

“ Indemnified Party ” has the meaning specified in Section 8.04(b).

“ Information Memorandum ” means the Confidential Information Memorandum dated May 2007, used by the Arranger in connection with the syndication of the Commitments.

“ Initial Additional Term Advance ” means the first Additional Term Advance to take place.

“ Initial Extension of Credit ” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit hereunder.

“ Initial Term Borrowing ” means the Term Borrowing that takes place on the Closing Date.

“ Insufficiency ” means, with respect to any Plan, the amount, if any, by which its benefit liabilities, as defined in Section 4001(a)(16) of ERISA, determined using the actuarial assumptions used for funding purposes in the most recent actuarial report prepared for such Plan, exceeds the fair market value of such Plan’s assets.

“ Insurance and Condemnation Event ” means the receipt by the Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets.

“ Intellectual Property Security Agreement ” has the meaning specified in Section 3.01(a)(iii).

“ Intercreditor Agreement ” means the Intercreditor Agreement among Borrower, Collateral Agent, and the Collateral Agent (as defined under the Second Lien Loan Documents) to be dated the Closing Date in the form attached hereto as Exhibit K.

“ Interest Coverage Ratio ” has the meaning specified in Section 5.04(b).

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“ Interest Period ” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months (nine or twelve months if agreed to by all participating lenders), as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that:

(a) the Borrower may not select any Interest Period with respect to any Eurodollar Rate Advance under a Facility that ends after any principal repayment installment date for such Facility unless, after giving effect to such selection, the aggregate principal amount of Base Rate Advances and of Eurodollar Rate Advances having Interest Periods that end on or prior to such principal repayment installment date for such Facility shall be at least equal to the aggregate principal amount of Advances under such Facility due and payable on or prior to such date;

(b) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Investment ” in any Person means any loan or advance to such Person, any purchase or other acquisition of any Equity Interests or Debt or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation (or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (h) or (i) of the definition of “Debt” in respect of such Person.

“ Issuing Bank ” means Wachovia, in its capacity as issuer of any Letter of Credit, or any successor thereto.

“Issuing Bank Fee” has the meaning specified in Section 2.08(c)

“ L/C Collateral Account ” has the meaning specified in the Security Agreement.

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“ L/C Disbursement ” shall mean a payment or disbursement made by any Issuing Bank pursuant to a Letter of Credit.

“ L/C Related Documents ” has the meaning specified in Section 2.04(c)(i)(A).

“ Lender Party ” means any Lender, Swing Line Bank or Issuing Bank.

“ Lenders ” means each Person executing this Agreement as a Lender (including, without limitation, the Issuing Bank and the Swing Line Bank unless the context otherwise requires) set forth on the signature pages hereto and each Person that shall become a Lender hereunder pursuant to Section 8.07 hereunder.

“Lenders’ Consultant” means a consulting engineer selected by the Administrative Agent.

“ Letter of Credit Advance ” means an advance made by any Issuing Bank or any Revolving Credit Lender pursuant to Section 2.03(c).

“ Letter of Credit Agreement ” has the meaning specified in Section 2.03(a).

“ Letter of Credit Commitment ” means, with respect to any Issuing Bank at any time, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if such Issuing Bank has entered into an Assignment and Acceptance, set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Letter of Credit Facility ” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time and (b) $25,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Letter of Credit Fees ” has the meaning specified in Section 2.08(b).

“ Letters of Credit ” has the meaning specified in Section 2.01(c).

“ Leverage Ratio ” means, at any date of determination, the ratio of (a) total Debt for Borrowed Money of the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the period of the four consecutive fiscal quarters of the Borrower then most recently ended; provided that for purposes of determining the Leverage Ratio at any date, such Debt for Borrowed Money shall include, with respect to any entities acquired by the Borrower or any of its Subsidiaries after the Closing Date as permitted under the Loan Documents, the Debt for Borrowed Money of such entities as of the date of determination.

“ LIBOR ” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $1,000,000 for a period equal to the applicable Interest Period which appears on the Reuters Screen LIBOR01 Page at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $1,000,000 would

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be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“ Lien ” means any lien, mortgage, deed of trust, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“ Loan Documents ” means (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Guaranties, (e) the Fee Letter, (f) each Letter of Credit Agreement, and (g) any certificate, letter or other document executed in connection herewith or therewith or pursuant hereto or thereto, excluding, in each case, any Secured Hedge Agreement.

“ Loan Parties ” means the Borrower and the Guarantors.

“ Margin Stock ” has the meaning specified in Regulation U.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, condition, assets or liabilities of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to any Loan Documents or any document related thereto to perform its obligations thereunder or (c) the validity or enforceability of any Loan Documents or the rights and remedies of the Lender Parties.

“ Material Contract ” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $5,000,000 or more in any year or otherwise material to the business, condition (financial or otherwise), operations, performance or properties of such Person.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgages ” has the meaning specified in Section 3.01(a)(xv).

“ Mortgaged Property ” shall mean each Real Property, if any, which shall be subject to a Mortgage delivered on or after the Closing Date pursuant to Section 5.01(l) .

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Net Cash Proceeds ” means, with respect to (a) any sale, lease, transfer or other disposition of any asset, (b) the incurrence or issuance of any Debt, (c) the sale or issuance of any Equity Interests

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(including, without limitation, any capital contribution) by any Person, or (d) any Extraordinary Receipt received by or paid to or for the account of any Person, the aggregate amount of cash received from time to time (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person in connection with such transaction after deducting therefrom only (without duplication) (i) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other similar fees, commissions, costs and expenses directly relating to such transaction, (ii) the amount of taxes payable in connection with or as a result of such transaction and (iii) the amount of any Debt secured by a Lien on such asset that, by the terms of the agreement or instrument governing such Debt, is required to be repaid upon such disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid to a Person that is not an Affiliate of such Person or any Loan Party or any Affiliate of any Loan Party and are properly attributable to such transaction or to the asset that is the subject thereof; provided , however , that in the case of taxes that are deductible under clause (ii) above but for the fact that, at the time of receipt of such cash, such taxes have not been actually paid or are not then payable, such Loan Party or such Subsidiary may deduct an amount (the “ Reserved Amount ”) equal to the amount reserved in accordance with GAAP for such Loan Party’s or such Subsidiary’s reasonable estimate of such taxes, other than taxes for which such Loan Party or such Subsidiary is indemnified, provided further , however , that, at the time such taxes are paid, an amount equal to the amount, if any, by which the Reserved Amount for such taxes exceeds the amount of such taxes actually paid shall constitute “Net Cash Proceeds” of the type for which such taxes were reserved for all purposes hereunder; provided further that, so long as no Event of Default has occurred and is continuing, Net Cash Proceeds shall not include any cash receipts from any transaction described in clause (a) above to the extent the proceeds of such cash receipts (individually or in the aggregate) shall not exceed $1,000,000.

“ Non-Consenting Lender ” has the meaning specified in Section 2.10(f).

“ Note ” means a Term Note or a Revolving Credit Note.

“ Notice of Borrowing ” has the meaning specified in Section 2.02(a).

“ Notice of Issuance ” has the meaning specified in Section 2.03(a).

“ Notice of Prepayment ” has the meaning assigned thereto in Section 2.06(a) .

“ Notice of Renewal ” has the meaning specified in Section 2.01(c).

“ Notice of Swing Line Borrowing ” has the meaning specified in Section 2.02(b).

“ Notice of Termination ” has the meaning specified in Section 2.01(c).

“ NPL ” means the National Priorities List under CERCLA.

“ Obligation ” means, with respect to any Loan Party under any and all of the Loan Documents, (a) the obligation to pay principal, interest, Letter of Credit commissions, reimbursement amounts, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

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“ Off Balance Sheet Obligation ” means, with respect to any Person, any obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(s).

“ Other Taxes ” has the meaning specified in Section 2.12(b).

“ Parent” has the meaning specified in the Preliminary Statements.

“Parent Qualified Contributions ” means the amount of Net Cash Proceeds actually received by the Borrower or any Guarantor from the issuance of any Equity Interests (excluding Disqualified Stock), and any capital contribution from Parent in respect thereof.

“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001.

“ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

“ Perfection Certificate ” means a perfection certificate, executed by the Loan Parties substantially in the form of Exhibit J.

“ Permitted Acquisition ” means any investment by the Borrower or any Subsidiary in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of capital stock, assets or any combination thereof) of any other Person if each such acquisition meets all of the following requirements:

(a) no less than ten (10) Business Days prior to the proposed closing date of such acquisition, the Borrower shall have delivered written notice of such acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such acquisition;

(b) such acquisition shall not be hostile;

(c) the Person or business to be acquired shall be in a substantially similar line of business as the Borrower and its Subsidiaries pursuant to Section 5.02(1);

(d) if such transaction is a merger or consolidation, the Borrower or a Subsidiary shall be the surviving Person and no Change of Control shall have been effected thereby;

(e) the Borrower shall have delivered to the Administrative Agent such documents reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) pursuant to Section 5.01(l) to be delivered at the time required pursuant to Section 5.01(1);

(f) no later than five (5) Business Days prior to the proposed closing date of such acquisition, the Borrower shall have delivered to the Administrative Agent and the Lenders Compliance Certificate for the most recent fiscal quarter end preceding such acquisition demonstrating, in form and substance reasonably satisfactory thereto, (A) pro forma compliance (as of the date of the acquisition and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith) with each covenant contained in Section 5.04;

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(g) no later than five (5) Business Days prior to the proposed closing date of such acquisition the Borrower, to the extent requested by the Administrative Agent, shall have delivered to the Administrative Agent promptly upon the finalization thereof copies of substantially final Permitted Acquisition Documents;

(h) no Event of Default shall have occurred and be continuing both before and after giving effect to such acquisition;

(i) the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders prior to the consummation of such acquisition if (A) the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions), together with all other acquisitions consummated during the previous twelve (12) month period, and (B) the Permitted Acquisition Consideration for all acquisitions (or series of related acquisitions), together with all other acquisitions consummated during the term of this Agreement exceeds $100,000,000 in the aggregate.

(j) the Borrower shall provide such other documents and other information available to it as may be reasonably requested by the Administrative Agent or the Required Lenders (through the Administrative Agent) in connection with the consummation of the acquisition no later than ten (10) days prior to the acquisition.

“ Permitted Acquisition Consideration ” means the aggregate amount of the purchase price (including, but not limited to, any assumed debt, earn-outs (valued at the maximum amount payable thereunder), deferred payments, or Equity Interests of the Borrower, net of the applicable acquired company’s cash (including investments of the type described in Section 5.02(c)(vi) ) balance as shown on its most recent financial statements delivered in connection with the applicable Permitted Acquisition) to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by the Borrower or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition.

“ Permitted Acquisition Documents ” means, with respect to any acquisition proposed by the Borrower or any Subsidiary, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

“ Permitted Holder ” means Tilman J. Fertitta and his estate, spouse and lineal descendants, and the legal representatives of any of the foregoing, and the trustees of any bona fide trusts of which any of the foregoing are the sole beneficiaries and grantors, or any corporation, limited partnership, limited liability company or similar entity, all of the Voting Interests of which are owned by any of the foregoing.

“ Permitted Liens ” means the Liens permitted pursuant to Section 5.02(b).

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“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Plan ” means a Single Employer Plan or a Multiple Employer Plan.

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Equity ” has the meaning specified in the Security Agreement.

“ Preferred Interests ” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“ Pro Rata Share ” of any amount means, with respect to any Revolving Credit Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Commitments shall have expired or been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit Commitment as in effect immediately prior to such expiration or termination) and the denominator of which is the aggregate amount of the Revolving Credit Facility at such time (or, if the Commitments shall have expired or been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit Facility as in effect immediately prior to such termination).

“ Project Budget ” has the meaning specified in Section 3.02(d).

“ Project Construction Schedule ” has the meaning specified in Section 3.02(c).

“ Project Cost ” has the meaning specified in Section 3.02(d).

“ Project Documents ” has the meaning specified in Section 3.02(g).

“ Project Plans ” has the meaning specified in Section 3.02(b).

“ Real Property ” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“ Redeemable ” means, with respect to any Equity Interest, any Debt or any other right or obligation, any such Equity Interest, Debt, right or obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“ Refinancing ” has the meaning specified in the Preliminary Statements.

“ Register ” has the meaning specified in Section 8.07(c).

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“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Required Lenders ” means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time, (c) the aggregate unused Term Commitments at such time and (d) the aggregate Unused Revolving Credit Commitments at such time; provided , however , that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time (i) the aggregate principal amount of the Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time, (ii) such Lender’s Pro Rata Share of the aggregate Available Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused Term Commitment of such Lender at such time and (iv) the Unused Revolving Credit Commitment of such Lender at such time. For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to any Swing Line Bank and of Letter of Credit Advances owing to any Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments.

“ Required Revolving Credit Lenders ” means, at any time, Revolving Credit Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Revolving Credit Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time and (c) the aggregate Unused Revolving Credit Commitments at such time; provided , however , that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Revolving Credit Lenders at such time (i) the aggregate principal amount of the Revolving Credit Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time, (ii) such Lender’s Pro Rata Share of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) the Unused Revolving Credit Commitment of such Lender at such time. For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to any Swing Line Bank and of Letter of Credit Advances owing to any Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments.

“ Required Term Lenders ” means, at any time, Lenders owed or holding at least a majority in interest of the aggregate principal amount of the Term Advances outstanding at such time; provided , however , that if any Lender making Term Advances shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Term Lenders at such time the aggregate principal amount of the Term Advances owing to such Lender (in its capacity as a Lender) and outstanding at such time.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, chief administrative officer, treasurer or assistant treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” has the meaning specified in Section 5.02(f).

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“ Revolving Credit Advance ” has the meaning specified in Section 2.01(b).

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by the Revolving Credit Lenders.

“ Revolving Credit Commitment ” means, with respect to any Revolving Credit Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time. As of the Closing Date, the aggregate amount of the Revolving Credit Commitments is $50,000,000.

“ Revolving Credit Lender ” means any Lender that has a Revolving Credit Commitment.

“ Revolving Credit Note ” means a promissory note of the Borrower payable to the order of any Revolving Credit Lender, in substantially the form of Exhibit A 1 hereto, evidencing the aggregate Debt of the Borrower to such Lender resulting from the Revolving Credit Advances, Letter of Credit Advances and Swing Line Advances made by such Lender, as amended, endorsed or replaced.

“ S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“ Sale-and-Leaseback Transaction ” has the meaning specified in Section 5.02(r).

“ Second Lien Administrative Agent ” means Wachovia as Administrative Agent under the Second Lien Credit Agreement, and any successor administrative agent thereunder.

“ Second Lien Credit Agreement ” means the Second Lien Credit Agreement, dated as of the Closing Date, by and among the Borrower, the lenders party thereto and the Second Lien Administrative Agent, as in effect on the date hereof.

“ Second Lien Loan Documents ” means Loan Documents as defined in the Second Lien Credit Agreement.

“ Second Lien Secured Parties ” means Secured Parties as defined in the Second Lien Credit Agreement.

“ Secured Hedge Agreement ” means any Hedge Agreement permitted by Article V that is entered into by and between any Loan Party and any Hedge Bank and that is secured by the Collateral Documents.

“ Secured Obligations ” means, collectively, the “Secured Obligations” defined in Section 2 of the Security Agreement.

“ Secured Parties ” means the Agents, the Lender Parties, the Indemnified Parties and the Hedge Banks.

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“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Security Agreement ” has the meaning specified in Section 3.01(a)(ii).

“ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subsidiary ” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock (or membership interests) having ordinary voting power to elect a majority of the Board of Directors (or equivalent governing body) of such Person (irrespective of whether at the time capital stock of any other class or classes of such Person shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. For the avoidance of doubt, The Fremont Street Experience Limited Liability Company is not a Subsidiary of any Loan Party.

“ Subordinated Debt ” means the collective reference to any Debt of the Borrower or any Subsidiary subordinated in right and time of payment to the Obligations and containing such other terms and conditions, in each case as are reasonably satisfactory to the Administrative Agent.

“ Supplemental Collateral Agent ” has the meaning specified in Section 7.10(a).

“ Survey ” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or

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other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 3.01(xvi) or (b) otherwise acceptable to the Collateral Agent.

“ Surviving Debt ” means Debt of the Borrower and its Subsidiaries outstanding immediately before and after giving effect to the Initial Extension of Credit.

“ Swing Line Advance ” means an advance made by (a) any Swing Line Bank pursuant to Section 2.01(d) or (b) any Revolving Credit Lender pursuant to Section 2.02(b).

“ Swing Line Bank ” means Wachovia in its capacity as swing line lender hereunder or any Lender that becomes a Swing Line Bank upon Wachovia’s resignation as Administrative Agent.

“ Swing Line Borrowing ” means a borrowing consisting of a Swing Line Advance made by any Swing Line Bank pursuant to Section 2.01(d) or the Revolving Credit Lenders pursuant to Section 2.02(b).

“ Swing Line Commitment ” means, with respect to any Swing Line Bank at any time, the amount set forth opposite such Swing Line Bank’s name on Schedule I hereto under the caption “Swing Line Commitment” or, if such Swing Line Bank has entered into one or more Assignment and Acceptances, set forth for such Swing Line Bank in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Swing Line Bank’s “Swing Line Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Swing Line Facility ” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Swing Line Banks’ Swing Line Commitments at such time and (b) $10,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Taxes ” has the meaning specified in Section 2.12(a).

“ Term Advance ” has the meaning specified in Section 2.01(a) or an Incremental Term Advance.

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Advances of the same Type made by the Term Lenders.

“ Term Commitment ” means, with respect to any Term Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Term Commitment”, by an Increase Joinder or, if such Lender has entered into one of more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(d) as such Lender’s “Term Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“ Term Facility ” means, at any time, the aggregate amount of the Term Lenders’ Term Commitments at such time.

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“ Term Lender ” means any Lender that has a Term Commitment or has made Term Advances.

“ Term Note ” means a promissory note of the Borrower payable to the order of any Term Lender, in substantially the form of Exhibit A-2 hereto, evidencing the Debt of the Borrower to such Lender resulting from the Term Advance made by such Lender, as amended, endorsed or replaced.

“ Termination Date ” means the earlier of (a) the date of termination in whole of the Revolving Credit Commitments, the Swing Line Commitments, the Letter of Credit Commitment and the Term Commitments pursuant to Section 2.05 or 6.01 and (b)(i) for purposes of the Revolving Credit Facility, the Swing Line Facility and the Letter of Credit Facility, June 30, 2013, and (ii) for purposes of the Term Facility, the earlier of (A) the payment in full of the Term Facility and (B) June 30, 2014.

“ Title Company ” shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

“ Title Policy ” shall have the meaning assigned to such term in Section 3.01(xvi) .

“ Transactions ” has the meaning specified in the Preliminary Statements.

“ Type ” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

“ UCC ” means the Uniform Commercial Code as in effect, from time to time, in the State of New York.

“ Unused Revolving Credit Commitment ” means, with respect to any Revolving Credit Lender at any time, an amount equal to (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances and Letter of Credit Advances made by or deemed to be purchased by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such Lender’s Pro Rata Share of (A) the aggregate Available Amount of all Letters of Credit outstanding at such time, and (B) the aggregate principal amount of all Swing Line Advances made by the Swing Line Banks pursuant to Section 2.01(d) and outstanding at such time.

“ Voting Interests ” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“ Wachovia ” has the meaning specified in the recital of parties to this Agreement.

“ WCM ” has the meaning specified in the recital of parties to this Agreement.

“ Withdrawal Liability ” has the meaning specified in Section 4201(b) of ERISA.

SECTION 1.02. Computation of Time Periods; Other Definitional Provisions . In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “ from ” means “from and including” and the words “ to ” and “ until ” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “ as amended ” shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. All notices shall be required to be in writing.

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SECTION 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“ GAAP ”). If, at any time after the date of this Agreement, any material change is made to GAAP or the Borrower’s accounting practices that would affect in any material respect the determination of compliance with the covenants set forth in this Agreement, the Borrower shall notify the Administrative Agent of the change and the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to restore the Borrower and the Lenders to the position they occupied before the implementation of such material change in GAAP or accounting practices; provided that if the Borrower and the Administrative Agent are unable to reach agreement within 30 days following the implementation of such material change, the Administrative Agent shall be permitted, acting in good faith, to make such amendments to the covenants set forth in this Agreement as it reasonably determines are necessary to restore the Borrower and the Lenders to the position they occupied prior to the implementation thereof.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit .

(a) The Term Advances . Each Term Lender severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make loans to the Borrower from time to time (each, a “ Term Advance ”) on any Business Day during the Availability Period for the Term Facility, in an aggregate amount not to exceed such Lender’s Term Commitment at such time. The Initial Term Borrowing shall consist of a Term Advance of $210,000,000 made on the Closing Date by the Term Lenders ratably according to their Term Commitments. Additional Term Advances shall not exceed $120,000,000, provided that (i) any such Borrowing shall be in a minimum amount of $20,000,000 and (ii) the Borrower may make a maximum of five such Borrowings. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

(b) The Revolving Credit Advances . Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “ Revolving Credit Advance ”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in respect of the Revolving Credit Facility in an amount for each such Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time. Each Revolving Credit Borrowing shall be in an aggregate amount of $1,000,000 in the case of Eurodollar Rate Advances or $1,000,000 in the case of Base Rate Advances, or in each case an integral multiple of $1,000,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances made simultaneously by the Revolving Credit Lenders ratably according to their Revolving Credit Commitments. Within the limits of each Revolving Credit Lender’s Unused Revolving Credit Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(b).

(c) The Letters of Credit . The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue or renew (or cause any Affiliate that is a commercial bank to issue or renew

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on its behalf) standby letters of credit and commercial letters of credit (together, the “ Letters of Credit ”) in United States dollars for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (a) one year after the date of issuance thereof and (b) the date that is 30 days before the Termination Date in respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “ Notice of Renewal ”) given to the Issuing Bank that issued such Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least ten Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “ Notice of Termination ”); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank that issued a Letter of Credit pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

(d) The Swing Line Advances . Each Swing Line Bank agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date in an amount for each such Advance not to exceed the lesser of (i) such Swing Line Bank’s Swing Line Commitment at such time and (ii) the aggregate Unused Revolving Credit Commitments at such time. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clauses (i) and (ii) above, the Borrower may borrow under this Section 2.01(d), repay pursuant to Section 2.04(d) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(d).

SECTION 2.02. Making the Advances .

(a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender

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prompt notice thereof. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be in writing or electronic mail or by telephone, confirmed immediately in writing, or telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. Upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided , however , that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by any Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or such Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

(b) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to any Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “ Notice of Swing Line Borrowing ”) shall be in writing or by telephone, confirmed immediately in writing, or telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). Swing Line Bank will make the amount thereof available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. Upon written demand by any Swing Line Bank with an outstanding Swing Line Advance, with a copy of such demand to the Administrative Agent, or automatically upon the occurrence of an Event of Default described in Section 6.01(k), (s) or (t) each other Revolving Credit Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Revolving Credit Lender, such other Lender’s Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on the Business Day on which demand therefor is made by the Swing Line Bank that made such Advance, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or the first Business Day next succeeding such demand if notice of such demand is given after such time or, in the case of the occurrence of an Event of Default described in Section 6.01(k), (s) or (t) on the date of such occurrence. Upon any such assignment by a Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender

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shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Advances may not be outstanding as part of more than 8 separate Borrowings with more than 8 different Interest Periods.

(d) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e) Unless the Administrative Agent shall have received written notice from an Appropriate Lender prior to the date of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for 3 days, and then the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes.

(f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

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(g) The Administrative Agent may conclusively rely on the purported genuineness of all telephonic notices, without any responsibility or liability, except for its own gross negligence or willful misconduct.

SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit .

(a) Request for Issuance . Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to the Issuing Bank that shall issue such Letter of Credit, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telecopier or electronic communication. Each such notice of issuance of a Letter of Credit (a “ Notice of Issuance ”) shall be in writing or electronic mail or by telephone, confirmed immediately in writing, or telecopier or electronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit (which amount shall not be less than $1,000,000), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such Issuing Bank’s customary application and agreement for letter of credit as the applicable Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “ Letter of Credit Agreement ”). If the requested form of such Letter of Credit is acceptable to the applicable Issuing Bank in its reasonable discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

(b) Letter of Credit Reports . Each Issuing Bank shall furnish (i) to the Administrative Agent on or about the first Business Day of each week a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and drawings during such week under all Letters of Credit issued by such Issuing Bank and (ii) to the Administrative Agent and each Revolving Credit Lender on or about the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit.

(c) Participations in Letters of Credit . Upon the issuance of a Letter of Credit by any Issuing Bank under Section 2.03(a), such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by any Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) (or which has been so reimbursed but must be returned or restored by such Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,

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including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

(d) Drawing and Reimbursement . The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance and reimbursed in accordance with Section 2.04(c), in the amount of such draft.

(e) Failure to Make Letter of Credit Advances . The failure of any Lender to make the Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date.

(f) Applicability of ISP98 (ICC Publication No. 590) . Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

SECTION 2.04. Repayment of Advances .

(a) Term Advances . The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate outstanding principal amount of the Term Advances on the following dates in the amounts specified below (which amounts shall be increased as a result of Additional Term Borrowings pursuant to Section 2.01 or reduced as a result of the application of prepayments in accordance with Section 2.06):

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Additional Term Advances shall amortize in equal quarterly installments equal to 0.25% of such Additional Term Advances commencing with the first full quarter after such borrowing until the Termination Date, it being understood that the final principal installment shall be repaid on the Termination Date in respect of the Term Facility and in any event shall be in an amount equal to the aggregate principal amount of the Term Advances outstanding on such date.

(b) Revolving Credit Advances . The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Termination Date in respect of the Revolving Credit Facility the aggregate principal amount of the Revolving Credit Advances then outstanding.

(c) Letter of Credit Advances . The Borrower shall repay to the Administrative Agent for the account of each Issuing Bank and each other Revolving Credit Lender that has made a Letter of Credit Advance on the earlier of demand and the Termination Date in respect of the Revolving Credit Facility the outstanding principal amount of each Letter of Credit Advance made by each of them.

(i) The Obligations of the Borrower and the obligations of the Revolving Credit Lenders with respect to Letters of Credit under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit (including any and all reimbursement obligations payable to the Issuing Banks) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “ L/C Related Documents ”);

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

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(D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(E) payment by any Issuing Bank under a Letter of Credit against presentation of a draft, certificate or other document that does not strictly comply with the terms of such Letter of Credit;

(F) any exchange, release or non perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or

(G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor.

(d) Swing Line Advances . The Borrower shall repay to the Administrative Agent for the account of each Swing Line Bank and each other Revolving Credit Lender that has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing and the Termination Date.

SECTION 2.05. Termination or Reduction of the Commitments .

(a) Optional . The Borrower may, upon at least five Business Days’ written notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Swing Line Commitments and the Letter of Credit Facility and the Unused Revolving Credit Commitments; provided , however , that each partial reduction of a Facility (i) shall be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility.

(b) Mandatory . (i) The Term Commitments shall be automatically and permanently reduced to zero on the last day of the Availability Period of the Term Facility.

(ii) The Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility.

(iii) The Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Swing Line Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility.

(iv) The Revolving Credit Facility shall be (subject to the proviso below) reduced, on a pro rata basis, on each date on which prepayment thereof is required to be made pursuant to Section 2.06(b) in an amount equal to the amount of such prepayment, provided that (A) each such reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments and (B) such reductions shall not, reduce the aggregate amount

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of the Revolving Credit Facility (or such lower amount resulting from any such reductions made during the continuance of an Event of Default) provided, if an Event of Default has occurred and is continuing, the Revolving Credit Facility shall be automatically and permanently reduced by the amount of such prepayment.

SECTION 2.06. Prepayments .

(a) Optional . The Borrower may, upon at least three Business Days’ notice to the Administrative Agent substantially in the form of Exhibit B-3 (a “ Notice of Prepayment ”) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided , however , that (i) each partial prepayment shall be in an aggregate principal amount of $1,000,000 in the case of Eurodollar Rate Advances and $1,000,000 in the case of Base Rate Advances, in each case an integral multiple of $1,000,000 in excess thereof and (ii) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 8.04(d). Each such prepayment of any Term Advances shall be applied ratably to the installments thereof.

(b) Mandatory .

(i) (A) Debt Issuances . The Borrower shall prepay the Advances in the manner set forth in clause (F) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.

(B) Equity Issuances . The Borrower shall prepay the Advances in the manner set forth in clause (F) below in amounts equal to fifty percent (50%) of the aggregate Net Cash Proceeds from any Equity Issuance or capital contribution to any of the Loan Parties other than (i) sales or issuances of Equity Interests by Borrower or its Subsidiaries as part of employee benefit plan in existence from time to time or (ii) conversion to equity of any debt securities in connection with which a prepayment under Section 2.06(b)(i)(A) has been made. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction; provided that, no such prepayment shall be required hereunder in connection with Net Cash Proceeds received by the Borrower from a Parent Qualified Contribution made pursuant to Section 2.06(b)(D), 6.03 or 6.04.

(C) Asset Dispositions . The Borrower shall prepay the Advances in the manner set forth in clause (F) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, no prepayments shall be required hereunder for (i) aggregate Asset Dispositions of less than $10,000,000 in any Fiscal Year and (ii) from Asset Dispositions which is reinvested within one hundred and eighty (180) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (ii) in connection with Asset Dispositions permitted pursuant to Section 5.02(e).

(D) Insurance and Condemnation Events . The Borrower shall prepay the Advances in the manner set forth in clause (F) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds

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of any such transaction by the Borrower or any of its Subsidiaries; provided that, if no Default or Event of Default has then occurred and remains continuing, then no such prepayment shall be required hereunder in connection with Net Cash Proceeds from Insurance and Condemnation Events received by the Borrower or any of its Subsidiaries if the Borrower or any of its Subsidiaries commits to reinvest to repair, replace or construct the property damaged within three hundred sixty-five (365) days (for the avoidance of doubt the three hundred sixty-five days applies to the commitment to use the funds and not to the completion of such reinvestment). Upon making such commitment to reinvest such Net Cash Proceeds as described above, to the extent that the aggregate amount of such Net Cash Proceeds exceed $20,000,000, the Borrower shall remit such excess to the Administrative Agent to be held as cash collateral for the Obligations hereunder, and thereafter, the excess Net Cash Proceeds shall be remitted to the Borrower by the Administrative Agent at such time the Administrative Agent determines that such Net Cash Proceeds are adequate (when taken together with any Parent Qualified Contributions agreed to by the Borrower and any other cash resources reasonably available to Borrower) to so repair, replace or construct the property damaged (it being understood that the Administrative Agent shall not unreasonably withhold or delay its approval).

(E) Excess Cash Flow . No later than five (5) days after the date set forth for delivery of annual financials pursuant to Section 5.03(b) the Borrower (commencing after the Completion) shall make mandatory principal prepayments of the Advances in the manner set forth in clause (F) below in an amount equal to fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year; provided that such percentage shall be reduced to twenty-five percent (25%) if the Leverage Ratio is less than 5.00:1.00 but greater than or equal to 4.00:1.00, and zero percent (0%) if the Leverage Ratio is less than 4.00:1.00, in each case based on the most recent financial statements of the Borrower delivered pursuant to Section 5.03(b) or (c), as applicable; provided further that first prepayment pursuant to this Section 2.06 (b)(i)(E) shall be for the period commencing the first full quarter after Completion until the end of such Fiscal Year.

(F) Notice; Manner of Payment . Upon the occurrence of any event triggering the prepayment requirement under clauses (A) through and including (E) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Advances under this Section shall be applied as follows: first , to the Term Facility on a pro rata basis to the remaining installments thereof and second , to the Revolving Credit Facility to be applied as set forth in clause (iv) below.

(ii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances in an amount equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances, (y) the Swing Line Advances and (z) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on such Business Day.

(iii) Upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day.

(iv) Prepayments of the Revolving Credit Facility made pursuant to clause (A) through (E) shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Swing Line Advances then outstanding until such Advances

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are paid in full, third applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full and fourth upon the occurrence and continuance of a Default or an Event of Default, deposited in the L/C Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Bank that issued such Letter of Credit or the Revolving Credit Lenders, as applicable.

(c) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.04(d). If any payment of Eurodollar Rate Advances otherwise required to be made under Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided , however , that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.

(d) No prepayment made pursuant to this Section 2.06, no repayment or acceleration under this Agreement and no change in the terms hereof shall affect the obligations of each Loan Party under any Secured Hedge Agreement, which obligations shall remain in full force and effect notwithstanding such prepayment, repayment, acceleration or change, subject to the terms of such Hedge Agreement.

SECTION 2.07. Interest .

(a) Scheduled Interest . The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) Eurodollar Rate Advances . During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

(b) Default Interest . Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, upon the request of the Required Lenders, shall require that the Borrower pay interest (“ Default Interest ”) on (i) the unpaid principal amount of each Advance owing to each Lender Party at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and (ii) to the fullest extent permitted by Applicable Law, the amount of any interest, fee or other amount payable under this Agreement or any other Loan Document to any Agent or any Lender Party that is not paid when due,

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from the date such amount shall be due until such amount shall be paid in full, payable at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a); provided , however , that following the acceleration of the Advances, or the giving of notice by the Administrative Agent to accelerate the Advances, pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent.

(c) Notice of Interest Period and Interest Rate . Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Appropriate Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

SECTION 2.08. Fees .

(a) Commitment Fee . (i) The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from and including the date hereof in the case of each Revolving Credit Lender or from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and in each case until the Termination Date, payable in arrears quarterly (calculated on a 360 day basis) on the last day of each March, June, September and December, commencing September 30, 2007, and on the Termination Date in respect of the Revolving Credit Facility, at the Applicable Revolving Commitment Fee Percentage of the average daily Unused Revolving Credit Commitment of such Lender (it being understood and agreed that any outstanding Swing Line Advances shall not constitute usage of the Revolving Credit Commitment of any of the Lenders for such purposes).

(ii) The Borrower shall pay to the Administrative Agent for the account of each Term Lender a commitment fee, from and including the date hereof in the case of each Term Lender or from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and in each case until the last day of the Availability Period, payable in arrears quarterly on the last Business Day of each March, June, September and December, commencing September 30, 2007, and on the last day of the Availability Period, at the Applicable First Lien Commitment Fee Percentage of the actual daily amount by which the aggregate Term Commitments exceed the aggregate amount of Term Advances. In each case, the commitment fee shall be calculated quarterly in arrears (calculated on a 360 day basis).

(b) Letter of Credit Fees, Etc . In consideration of the Letter of Credit Commitments, the Borrower agrees to pay the Issuing Bank a fee (the “ Letter of Credit Fee ”) equal to the Applicable Margin for Eurodollar Rate Advances under the Revolving Credit Facility per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Issuing Bank may charge, and retain for its own account without sharing by the other Lenders, an additional fronting fee (the “ Fronting Fee ”) of one-eight of one percent (0.125%) on the face amount of each Letter of Credit at the time such Letter of Credit is issued and at any time such Letter of Credit is renewed. The Issuing Bank shall promptly pay over to the Administrative Agent, for the ratable benefit of the Revolving Lenders (including the Issuing Bank), the Letter of Credit Fee. The Letter of Credit fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December during the term of this Agreement and on the Revolving Commitment Termination Date.

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(c) Issuing Bank Fees . In addition to the Letter of Credit Fees and the Fronting Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Bank for its own account without sharing by the other Lenders the reasonable and customary charges, from time to time, of the Issuing Bank with respect to the amendment, transfer, administration, cancellation and conversion of, and drawing under, such Letter of Credit (collectively, the “ Issuing Bank Fees ”)

(d) Upfront Fees . The Borrower shall pay to each Revolving Credit Lender on the Closing Date on such Revolving Credit Lender’s final allocation with respect to the Revolving Credit Facility upfront fees equal to the amounts previously agreed with such Revolving Credit Lender.

(e) Agents’ Fees . The Borrower shall pay to the Arranger and the Administrative Agent for their respective own accounts such fees as may from time to time be agreed between the Borrower and such Agent.

SECTION 2.09. Conversion of Advances .

(a) Optional . The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided , however , that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Appropriate Lenders in accordance with their Commitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b) Mandatory . (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances at the end of the applicable Interest Period.

(i) If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders, whereupon each such Eurodollar Rate Advance shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(ii) Upon the occurrence and during the continuance of any Default or any Event of Default, (A) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

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SECTION 2.10. Increased Costs, Etc .

(a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost incurred by such Lender Party; provided , however , that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to (x) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party and (y) promptly notify the Borrower of the circumstances. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

(b) If, due to either (i) the introduction or effectiveness of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Party or any corporation controlling such Lender Party as a result of or based upon the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party after notice to the Borrower, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

(c) If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative