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SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT

Loan Agreement

SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION
CREDIT AGREEMENT | Document Parties: CP LAUGHLIN REALTY, LLC | JMBS CASINO LLC | TROPICANA ENTERTAINMENT INTERMEDIATE HOLDINGS, LLC | TROPICANA ENTERTAINMENT, LLC You are currently viewing:
This Loan Agreement involves

CP LAUGHLIN REALTY, LLC | JMBS CASINO LLC | TROPICANA ENTERTAINMENT INTERMEDIATE HOLDINGS, LLC | TROPICANA ENTERTAINMENT, LLC

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Title: SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT
Governing Law: New York     Date: 5/6/2008
Law Firm: Kirkland Ellis;Downey Brand;Weil Gotshal    

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Exhibit 10.1
Execution Version
SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION
CREDIT AGREEMENT
dated as of
May 5, 2008,
among
TROPICANA ENTERTAINMENT, LLC,
TROPICANA ENTERTAINMENT INTERMEDIATE HOLDINGS, LLC,
CP LAUGHLIN REALTY, LLC,
JMBS CASINO LLC,
each, a Debtor and Debtor in Possession,
THE LENDERS PARTY HERETO
and
SILVER POINT FINANCE, LLC,
as Administrative Agent and Collateral Agent
SILVER POINT FINANCE, LLC,
as Sole Bookrunner and Sole Lead Arranger


 
TABLE OF CONTENTS
         
    Page
ARTICLE I Definitions
    2  
 
       
1.01. Defined Terms
    2  
1.02. Terms Generally
    28  
1.03. Classification of Loans and Borrowings
    29  
 
       
ARTICLE II The Credits
    29  
 
       
2.01. Commitments
    29  
2.02. Loans
    29  
2.03. Borrowing Procedure
    30  
2.04. Use of Proceeds
    31  
2.05. Evidence of Debt; Repayment of Loans
    31  
2.06. Fees
    32  
2.07. Interest on Loans
    32  
2.08. Default Interest
    33  
2.09. Alternate Rate of Interest
    33  
2.10. Termination and Reduction of Commitments
    33  
2.11. Conversion and Continuation of Borrowings
    33  
2.12. Repayment of Term Borrowings
    35  
2.13. Optional Prepayment
    35  
2.14. Mandatory Prepayments
    35  
2.15. Reserve Requirements; Change in Circumstances
    37  
2.16. Change in Legality
    38  
2.17. Indemnity
    39  
2.18. Pro Rata Treatment
    39  
2.19. Sharing of Setoffs
    39  
2.20. Payments
    40  
2.21. Taxes
    40  
2.22. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
    41  
2.23. L/C Funding Support; Letters of Credit
    43  
2.24. Superpriority Nature of Obligations and Loans
    45  
2.25. No Discharge; Survival of Claims
    45  
2.26. Waiver of any Priming Rights
    46  
 
       
ARTICLE III Representations and Warranties
    46  
 
       
3.01. Organization; Powers
    46  
3.02. Authorization; No Conflict
    46  

i


 
TABLE OF CONTENTS
(continued)
         
    Page
3.03. Enforceability
    46  
3.04. Governmental Approvals
    47  
3.05. Financial Statements
    47  
3.06. Cash Flow Forecast
    48  
3.07. No Material Adverse Change
    48  
3.08. Title to Properties; Possession Under Leases
    48  
3.09. Subsidiaries
    49  
3.10. Litigation; Compliance with Laws
    49  
3.11. Agreements
    49  
3.12. Federal Reserve Regulations
    49  
3.13. Investment Company Act
    50  
3.14. Tax Returns
    50  
3.15. No Material Misstatements
    50  
3.16. Employee Benefit Plans
    50  
3.17. Environmental Matters
    50  
3.18. Insurance
    51  
3.19. Security Documents
    52  
3.20. Location of Real Property and Leased Premises
    52  
3.21. Labor Matters
    52  
3.22. Sanctioned Persons. Patriot Act
    52  
3.23. Casino Leases
    53  
3.24. Reorganization Matters
    53  
 
       
ARTICLE IV Conditions of Lending
    54  
 
       
4.01. All Credit Events
    54  
4.02. First Credit Event
    55  
 
       
ARTICLE V Affirmative Covenants
    57  
 
       
5.01. Existence; Compliance with Laws; Businesses and Properties
    57  
5.02. Insurance
    58  
5.03. Payment of Post-petition obligations and Taxes
    59  
5.04. Financial Statements, Reports, etc.
    59  
5.05. Litigation and Other Notices
    62  
5.06. Information Regarding Collateral
    62  
5.07. Reorganization Matters
    63  
5.08. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings
    63  
5.09. Use of Proceeds
    63  

ii


 
TABLE OF CONTENTS
(continued)
         
    Page
5.10. Employee Benefits
    63  
5.11. Compliance with Environmental Laws
    63  
5.12. Environmental Reporting
    64  
5.13. Preparation of Environmental Reports
    64  
5.14. Further Assurances
    64  
5.15. Tropicana Las Vegas Dividends
    67  
5.16. Approvals to Security Documents
    67  
5.17. Horizon and MontBleu Estoppels
    67  
5.18. Affiliated Guarantor Distributions
    68  
5.19. Financial Advisor
    68  
5.20. Atlantic City Facility Sale, Evansville Sale, Vicksburg Sale
    68  
5.21. Minimum Drawing Requirement
    68  
 
       
ARTICLE VI Negative Covenants
    69  
 
       
6.01. Indebtedness
    69  
6.02. Liens
    69  
6.03. Investments, Loans and Advances
    71  
6.04. Mergers, Consolidations, Sales of Assets and Acquisitions
    72  
6.05. Restricted Payments; Restrictive Agreements
    73  
6.06. Transactions with Affiliates
    74  
6.07. Business of Holdings, Borrower, the Affiliated Guarantors and Subsidiaries
    74  
6.08. Other Indebtedness and Agreements
    74  
6.09. Capital Expenditures
    75  
6.10. Consolidated EBITDA
    75  
6.11. Minimum Liquidity
    76  
6.12. Fiscal Year
    76  
6.13. Cash Flow Forecast
    76  
6.14. Chapter 11 Claims
    76  
6.15. The Orders
    77  
6.16. Tax Status
    77  
6.17. Tropicana Las Vegas
    77  
 
       
ARTICLE VII Events of Default
    77  
 
       
ARTICLE VIII The Administrative Agent and the Collateral Agent
    81  
 
       
8.01. Appointment of Agents
    81  
8.02. Powers and Duties
    82  

iii


 
TABLE OF CONTENTS
(continued)
         
    Page
8.03. General Immunity
    82  
8.04. Agents Entitled to Act as Lender
    83  
8.05. Lenders’ Representations, Warranties and Acknowledgment
    83  
8.06. Right to Indemnity
    84  
8.07. Successor Administrative Agent
    84  
8.08. Security Documents
    86  
8.09. Posting of Approved Electronic Communications
    86  
8.10. Agents and Arrangers
    87  
 
       
ARTICLE IX Miscellaneous
    88  
 
       
9.01. Notices
    88  
9.02. Survival of Agreement
    88  
9.03. Binding Effect
    89  
9.04. Successors and Assigns
    89  
9.05. Expenses; Indemnity
    92  
9.06. Right of Setoff
    94  
9.07. Applicable Law
    94  
9.08. Waivers; Amendment
    95  
9.09. Application of Gaming Laws
    96  
9.10. Interest Rate Limitation
    97  
9.11. Entire Agreement
    97  
9.12. WAIVER OF JURY TRIAL
    97  
9.13. Marshalling; Payments Set Aside
    98  
9.14. Severability
    98  
9.15. Independence of Covenants
    98  
9.16. Counterparts
    98  
9.17. Headings
    98  
9.18. Jurisdiction; Consent to Service of Process
    99  
9.19. Confidentiality
    99  
9.20. USA PATRIOT Act Notice
    100  
9.21. Disclosure
    100  

iv


 
TABLE OF CONTENTS
(continued)
         
    Page  
SCHEDULES
       
Schedule 1.01(a) — Subsidiary Guarantors
       
Schedule 1.01(b) — Mortgaged Property
       
Schedule 2.01 — Lenders and Commitments
       
Schedule 3.02 — Conflicts
       
Schedule 3.04 — Government Approvals
       
Schedule 3.08 — Title to Properties
       
Schedule 3.09 — Subsidiaries
       
Schedule 3.10 — Litigation
       
Schedule 3.16 — Environmental Matters
       
Schedule 3.18 — Insurance
       
Schedule 3.20(a) — Owned Real Property
       
Schedule 3.20(b) — Leased Real Property
       
Schedule 3.20(c) — Owned and Leased Ships/Vessels
       
Schedule 3.23 — Casino Leases
       
Schedule 4.02(a) — Local Counsel
       
Schedule 4.02(f) — Certain Security Documents
       
Schedule 6.01 — Prepetition Indebtedness
       
Schedule 6.02 — Prepetition Liens
       
Schedule 6.05 — Restrictive Agreements
       
Schedule 6.08(a) — Material Contracts
       
 
       
EXHIBITS
       
 
       
Exhibit A — Form of Administrative Questionnaire
       
Exhibit B — Form of Assignment and Acceptance
       
Exhibit C — Form of Borrowing Request
       
Exhibit D — Form of Guarantee and Collateral Agreement
       
Exhibit E — Form of Issuance Notice
       
Exhibit F — Form of Cash Flow Forecast
       
Exhibit G — Form of Interim Order
       

v


 
SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION
CREDIT AGREEMENT
SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “ Agreement ”) dated as of May 5, 2008, among TROPICANA ENTERTAINMENT, LLC, formerly known as Wimar OpCo, LLC, a Delaware limited liability company, as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below), (the “ Borrower ”), TROPICANA ENTERTAINMENT INTERMEDIATE HOLDINGS, LLC, formerly known as Wimar OpCo Intermediate Holdings, LLC, a Delaware limited liability company, as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code, (“ Holdings ”), CP LAUGHLIN REALTY, LLC, a Delaware limited liability company, as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code, (“ CP Laughlin ”), JMBS CASINO LLC, a Mississippi limited liability company, as a debtor and a debtor in possession under Chapter 11 of the Bankruptcy Code, (“ Jubilee ”), the Lenders (as defined in Article I), and SILVER POINT FINANCE, LLC, as administrative agent (in such capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “ Collateral Agent ”) for the Lenders.
PRELIMINARY STATEMENT
          WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;
          WHEREAS, on May 5, 2008 (the “ Petition Date ”), Borrower, the Guarantors and certain Affiliates each filed a voluntary petition for relief (collectively, the “ Chapter 11 Cases ”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”);
          WHEREAS, Borrower and Guarantors are continuing to operate their respective businesses and manage their respective properties as debtors in possession under Sections 1107 and 1108 of the Bankruptcy Code;
          WHEREAS, the Borrower has requested that the Lenders provide a secured superpriority term loan facility of an aggregate maximum principal amount of $67,000,000, to fund the continued operation of the Borrower’s and the Guarantors’ businesses as debtors and debtors in possession under the Bankruptcy Code;
          WHEREAS, the Lenders are willing to make available to the Borrower such post-petition loans and other extensions of credit upon the terms and subject to the conditions set forth herein and in the Orders; and
          WHEREAS, each of the Guarantors has agreed to guaranty the obligations of the Borrower hereunder and each of the Borrower and each of the Guarantors has agreed to secure its obligations to the Lenders hereunder with, inter alia , security interests in, and liens on, substantially all of its property and assets, whether real or personal, tangible or intangible, now existing or hereafter acquired or arising, all as more fully provided herein, in the Orders and in the Security Documents.
          

1


 
          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
ARTICLE I
Definitions
           1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:
          “ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
          “ Adamar ” shall mean Adamar of New Jersey, Inc. a New Jersey corporation.
          “ Additional Guarantor ” shall have the meaning set forth in Section 5.14(b).
          “ Adjusted LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum which is the greater of (a) 3.5% per annum and (b) the rate per annum equal to the product of (i) the LIBO Rate in effect for such Interest Period and (ii) Statutory Reserves.
          “ Administrative Agent Fees ” shall have the meaning assigned to such term in Section 2.06(b).
          “ Administrative Questionnaire ” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.
           “ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided , however, that, for purposes of Section 6.06, the term “ Affiliate ” shall also include (i) any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified and (ii) for purposes of Section 6.06, any member of the Yung Group or any Person that is Controlled by or is under common Control with a member of the Yung Group.
          “ Affiliated Guarantors ” shall mean CP Laughlin, Vicksburg (to the extent it ceases to be an Excluded Subsidiary) and Jubilee and each of their direct and indirect subsidiaries.
          “ Agents ” shall mean the Administrative Agent and the Collateral Agent.
          “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) 5.5% per annum . If the Administrative Agent shall have
          

2


 
determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.
          “ Applicable Percentage ” shall mean, for any day (a) with respect to any Eurodollar Loan, 6.75% per annum and, (b) with respect to any ABR Loan, 5.75% per annum .
          “ Approved Cash Flow Forecast ” shall have the meaning set forth in Section 5.04(d)(i).
          “ Argosy III ” shall mean the Argosy III Riverboat, Official Number 1023758, and all related fittings, furnishings, fixtures, equipment and appurtenances.
          “ Asset Sale ” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor to any Person other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of the Borrower or any of the Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of Holdings, the Borrower or any of the Subsidiaries (other than (i) inventory and Permitted Investments, in each case disposed of in the ordinary course of business, (ii) surplus, damaged, obsolete, idle or worn out assets, scrap, in each case disposed of in the ordinary course of business and to the extent not exceeding in the aggregate $1,000,000 per fiscal year, (iii) the cross-licensing or nonexclusive licensing of Intellectual Property in the ordinary course of business, (iv) the sale or issuance of any Subsidiary’s equity to any Loan Party, (v) the sale or discount of overdue accounts receivables arising in the ordinary course of business (consistent with customary industry practice and not as part of any bulk sale or financing of receivables) and (vi) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value not in excess of $1,000,000 in the aggregate).
          “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.
          “ Atlantic City ” shall mean Ramada New Jersey Holdings Corporation, a Delaware corporation.
          “ Atlantic City Conservator ” shall mean the Honorable Gary S. Stein acting as trustee under the Atlantic City Trust Agreement and appointed as conservator by the NJ Commission or any successor appointed with respect of Adamar and its assets.
          “ Atlantic City Facility ” shall mean the facility that is subject to the Atlantic City Conservatorship Arrangements, including the casino, the resort, the associated facilities, equipment and amenities located in Atlantic City, New Jersey, and including the related assets owned by Affiliates of the Borrower and the Guarantors that are also debtors subject to the Chapter 11 Cases.
          

3


 
          “ Atlantic City Facility Sale ” shall mean an Asset Sale with respect to the Atlantic City Facility, which is required under the Atlantic City Conservatorship Arrangements (including any sale or licensing of Intellectual Property in connection therewith).
          “ Atlantic City Trust Agreement ” shall mean the trust agreement dated October 16, 2006 between Tropicana Casinos, Holdings, certain of their subsidiaries and the Atlantic City Conservator as trustee.
          “ Atlantic City Conservatorship Arrangements ” shall mean (a) the Atlantic City Trust Agreement, (b) the order n° 07-12-12-27-A of the NJ Commission dated December 12, 2007 which refused to renew the gaming license with respect to Adamar and its assets and which ordered the Atlantic City Trust Agreement to become “operative” (within the meaning of the Atlantic City Trust Agreement), (c) the order n°07-12-19 of the NJ Commission dated December 19, 2007 which ordered the appointment of the Atlantic City Conservator as conservator with respect to Adamar and its assets under the supervision of the NJ Commission and (d) all other documents, orders, interim arrangements or agreements whereby Holdings, the Affiliated Guarantors, their respective subsidiaries and Affiliates (A) are deprived of their right to control and manage Adamar and its assets or (B) are compelled to sell their interest in Adamar and its assets.
          “ Aztar ” shall mean Aztar Corporation, a Delaware corporation.
          “ B-527 ” shall mean the support barge to Bayou Caddy’s Jubilee Casino with the name “B-527”, Official Number 514272, and all related fittings, furnishings, fixtures, equipment and appurtenances.
          “ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute; provided, however, that, with respect to the Chapter 11 Cases, “Bankruptcy Code” means Title 11 of the United States Code, as in effect on the Petition Date and as thereafter amended, if such amendments are made applicable to the Chapter 11 Cases.
          “ Bankruptcy Court ” shall have the meaning set forth in the recitals hereto or shall mean any other court having competent jurisdiction over the Chapter 11 Cases.
          “ Bayou Caddy ’s Jubilee Casino” shall mean the vessel with the name “Bayou Caddy’s Jubilee Casino”, Official Number 519419, and all related fittings, furnishings, fixtures, equipment and appurtenances.
          “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America (or any successors).
          “ Borrowing ” shall mean Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.
          “ Borrowing Request ” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.
          

4


 
          “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
          “ Capital Expenditures ” shall mean, for any period, the aggregate of all expenditures for (a) the additions to property, plant and equipment and other capital expenditures of the Borrower, its consolidated Subsidiaries and the Affiliated Guarantors and their subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower (including the Affiliated Guarantors and their subsidiaries) for such period prepared in accordance with GAAP and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its consolidated Subsidiaries and the Affiliated Guarantors and their subsidiaries during such period, but excluding in each case (i) any cash proceeds of Asset Sales to the extent reinvested in productive assets of the type specified in clause (a) above pursuant to the proviso in the definition of “Net Cash Proceeds” and (ii) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation.
          “ Capital Lease Obligations ” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
          “ Carve-Out ” shall have the meaning ascribed to such term in the Interim Order or, after the effective date thereof, the Final Order.
          “ Cash Collateralize ” shall mean the delivery of cash to the Collateral Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to L/C Usage, 105% of the aggregate L/C Usage, and (b) with respect to any inchoate or contingent Obligations, Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” and “ Cash Collateralizing ” have a correlative meaning.
          “ Cash Flow Forecast ” shall mean a forecast substantially in the form of Exhibit F and otherwise in form reasonably satisfactory to the Administrative Agent in its reasonable discretion, which forecast shall, among other things, (a) detail projected cash receipts and cash disbursements (including but not limited to Disbursements) on a weekly basis for the then current week and the next 12 weeks and (b) the Borrower’s anticipated income statement, balance sheet and cash flow statement, each for the period from the Closing Date through the Maturity Date, on a consolidating (subject to the provisions of Section 5.04(d)) and consolidated basis for the Borrower and its Subsidiaries (other than the LandCo Subsidiaries), together with a written set of assumptions supporting such statements and setting forth the anticipated uses of the Commitments on a monthly basis.
          

5


 
          “ Casino Leases ” shall mean any lease in respect of (i) the Horizon Casino and (ii) the MontBleu Hotel and Casino.
          “ Casino Services Agreements ” shall mean (i) the casino services agreement dated January 3, 2007 between Tropicana Casinos and the Borrower (as amended and restated on April 28, 2008), (ii) the casino services agreement dated April 28, 2008 between the Borrower and Jubilee, (iii) the casino services agreement dated April 28, 2008 between the Borrower and Vicksburg and (iv) the casino services agreement January 3, 2007 among Tropicana Casinos, Aztar and Tropicana Las Vegas.
          “ Change in Control ” shall mean the occurrence of any of the following:
          (a) the direct or indirect sale, lease, transfer conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and the Subsidiaries, taken as a whole, to any Person other than members of the Yung Group; or
          (b) the Yung Group ceases to collectively own, beneficially or of record, all of the Equity Interests of Holdings, the Borrower and each Subsidiary Guarantor or Holdings ceases to be the record owner of the Borrower.
          “ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15, by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive of any Governmental Authority made or issued after the date of this Agreement.
          “ Chapter 11 Cases ” shall have the meaning set forth in the recitals hereto.
          “ City of Evansville ” shall mean the vessel with the name “ City of Evansville ”, Official Number 1035577, and all related fittings, furnishings, fixtures, equipment and appurtenances.
          “ Closing Date ” shall mean the date which is the date on which all the conditions precedent set forth in Section 4.02 are either met or waived by the Administrative Agent.
          “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.
          “ Collateral ” shall mean all the “ Collateral ” as defined in any Security Document and shall also include the Mortgaged Properties.
          “ Columbia Sussex ” shall mean Columbia Sussex Corporation, a Kentucky corporation.
          “ Committee ” shall mean the official statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.
          

6


 
          “ Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.10 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial aggregate amount of the Lenders’ Commitments is $67,000,000.
          “ Commitment Fee ” shall have the meaning assigned to such term in Section 2.06(a).
          “ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Net Interest Expense for such period, (ii) consolidated income tax expense for such period (not including any gaming taxes), (iii) all amounts attributable to depreciation and amortization for such period, (iv) costs and expenses resulting from administrative expenses paid with respect to the Chapter 11 Cases for professional fees and expenses, (v) any non-cash charges (other than write down of current assets), losses or expenses for such period and (vi) non-cash stock-option based and other equity based compensation expenses and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(iv) above in a previous period, (ii) any non-cash gains for such period and (iii) to the extent included in determining such Consolidated Net Income, any amounts received in respect of the Tropicana Garage Insured Claims for such period, all determined on a consolidated basis in accordance with GAAP.
          “ Consolidated Net Income ” shall mean, for any period, the net income or loss of the Borrower, the Subsidiaries and the Affiliated Guarantors for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings during such period as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or would be entitled under the Loan Documents to make any payment to or for the account of Holdings in respect thereof); provided , that there shall be excluded (a) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income or loss of any Person accrued prior to the date it becomes a subsidiary or is merged into or consolidated with the Borrower, any Subsidiary or any Affiliated Guarantor or prior to the date that such Person’s assets are acquired by the Borrower, any Subsidiary or any Affiliated Guarantor, (c) the income of any Person in which any other Person (other than the Borrower or a wholly owned Subsidiary or any director holding qualifying shares in accordance with applicable law) has a joint interest to the extent such net income is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Person, directly or indirectly, to the Borrower or any Subsidiary (or to an Affiliated Guarantor if applicable) and (d) any gains or losses attributable to sales of assets out of the ordinary course of business or any other extraordinary gains or losses.
          “ Consolidated Net Interest Expense ” shall mean, for any period, (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and Synthetic Lease Obligations or any dividends or other payments made in respect
          

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of any Equity Interest) of the Borrower, the Subsidiaries and the Affiliated Guarantors for such period, determined on a consolidated basis in accordance with GAAP, plus (ii) any interest accrued during such period in respect of Indebtedness of the Borrower, any Subsidiary or any Affiliated Guarantor that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP minus (b) the sum of (i) total interest income of the Borrower, the Subsidiaries and the Affiliated Guarantors for such period, in each case determined in accordance with GAAP plus (ii) non-cash charges related to the amortization or write-off of debt discount or debt issuance costs and commissions to the extent included in the interest expense for such period. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Borrower, any Subsidiary or any Affiliated Guarantor with respect to interest rate Hedging Agreements.
          “ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.
          “ CP Laughlin ” shall have the meaning assigned to such term in the preamble.
          “ Credit Event ” shall have the meaning assigned to such term in Section 4.01.
          “ Credit Facilities ” shall mean the letter of credit and term loan facilities provided for by this Agreement.
          “ Default ” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.
          “ Defaulting Lender ” shall mean any Lender that has (a) defaulted in its obligation to make a Loan or to fund its participation in a Letter of Credit required to be made or funded by it hereunder, (b) notified the Administrative Agent or a Loan Party in writing that it does not intend to satisfy any such obligation or (c) become insolvent or the assets or management of which has been taken over by any Governmental Authority.
          “ Delayed Term Loans ” shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01.
          “ Disbursements ” shall mean all amounts spent in support of the operations of the Loan Parties (excluding bankruptcy fees, litigation related costs and fees and expenses of professionals to the extent required to be paid by the Loan Parties).
          “ Disqualification ” shall mean, with respect to any Lender:
          (a) the failure of such Person to file timely (or obtain a waiver) pursuant to applicable Gaming Laws (i) any application requested of that Person by any Gaming Authority in connection with any licensing required of that Person as a Lender or (ii) any required application or other papers in connection with any determination of the suitability of that Person as a Lender;
          (b) the withdrawal by such Person (except where requested or permitted by the Gaming Authority) of any such application or other required papers; or
          

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          (c) any final determination by a Gaming Authority pursuant to applicable Gaming Laws (i) that such Person is “ unsuitable ” as a Lender, (ii) that such Person shall be “ disqualified ” as a Lender or (iii) denying the issuance of any license required under applicable Gaming Laws to be held by such Lender.
          “ Disqualified Lender ” shall mean any Lender subject to Disqualification.
          “ dollars ” or “ $ ” shall mean lawful money of the United States of America.
          “ Domestic Subsidiaries ” shall mean all subsidiaries of the Borrower or the Subsidiary Guarantors that are incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.
          “ Doris ” shall mean the floating casino barge associated with Bayou Caddy’s Jubilee Casino with the name “ Doris ”, Official Number 566240, and all related fittings, furnishings, fixtures, equipment and appurtenances.
          “ Effective Date ” shall mean the date upon which a plan of reorganization in any of the Chapter 11 Cases becomes effective.
          “ Eligible Assignee ” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) a Related Fund, and (d) any other Person (other than a natural person) approved by the Administrative Agent; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of its Affiliates; provided further , that notwithstanding clause (d) above, and subject to there being no Default or Event of Default continuing, “Eligible Assignee” shall not include any Person named in a list provided by the Borrower on or prior to the Closing Date to the Administrative Agent and satisfactory to it in its sole discretion.
          “ Environmental Laws ” shall mean all applicable current and future Federal, state and local laws (including common law), regulations, rules, ordinances, codes, and any legally binding decrees, judgments, directives and orders (including consent orders), in each case, relating to protection of the environment or natural resources, human health and safety as it relates to environmental protection, the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.
          “ Environmental Liability ” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other written consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
          “ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.
          

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          “ Equity Issuance ” shall mean any issuance or sale by Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor and their respective subsidiaries of any Equity Interests of Holdings, the Borrower, an Affiliated Guarantor or any such subsidiary, as applicable, except in each case for (a) any issuance or sale to Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor, (b) any issuance of directors’ qualifying shares and (c) sales or issuances of common stock of Holdings to directors, management, consultants or any other employee of Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor under any employee stock option or stock purchase plan or employee benefit plan or similar plan in existence from time to time.
          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
          “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
          “ ERISA Event ” shall mean (a) any “ reportable event ”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the existence with respect to any Plan of an “ accumulated funding deficiency ” (as defined in Section 412 of the Code or Section 302 of ERISA) and, on and after the effectiveness of the Pension Act, any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (c) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (e) on and after the effectiveness of the Pension Act, a determination that any Plan is, or is expected to be, in “ at-risk ” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, (h) the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or (i) the occurrence of a “ prohibited transaction ” with respect to which the Borrower or any of the Subsidiaries is a “ disqualified person ” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower, any such Subsidiary or any Affiliated Guarantor could otherwise be liable.
          “ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
          

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          “ Evansville ” shall mean the business, assets and Equity Interests relating to Aztar Indiana Gaming Company, LLC, an Indiana limited liability company.
          “ Evansville Sale ” shall mean the sale of the Equity Interest in Evansville under the Evansville Sale Purchase Agreement.
          “ Evansville Sale Purchase Agreement ” shall mean (a) that certain securities purchase agreement dated March 31, 2008 between amongst others Aztar Riverboat Holding Company LLC as seller, Resorts Indiana, LLC as buyer and Eldorado Resorts, LLC a parent guarantor or (b) any other purchase agreement entered into as a result of a sale conducted pursuant to Section 363(b) of the Bankruptcy Code with respect to Evansville.
          “ Event of Default ” shall have the meaning assigned to such term in ARTICLE VII.
          “ Excluded Asset Sales ” shall mean (a) the Evansville Sale, (b) the Vicksburg Sale and (c) the Atlantic City Facility Sale.
          “ Excluded Collateral ” shall mean those assets that are part of the Atlantic City Facility that may not be pledged by the Loan Parties under the terms of the Atlantic City Conservatorship Arrangements.
           “ Excluded Subsidiaries ” shall mean (a) Evansville; provided that Evansville shall cease to be an Excluded Subsidiary on the date which is the earlier of (i) the “Outside Date” as such term is defined in the Evansville Sale Purchase Agreement as in effect on the Closing Date, and in any event no later than December 10, 2008 and (ii) the date on which the Evansville Sale Purchase Agreement ceases to be in full force and effect, (b) Vicksburg; provided that Vicksburg shall cease to be an Excluded Subsidiary on the date which is the earlier of (i) August 31, 2008 (such date to be extended in accordance with the Vicksburg Sale Purchase Agreement as in effect on the Closing Date, but in any event no later than November 30, 2008) and (ii) the date on which the Vicksburg Sale Purchase Agreement ceases to be in full force and effect, (c) Adamar and Manchester Mall; provided that Adamar and Manchester Mall shall cease to be Excluded Subsidiaries if after three months following the Closing Date, Adamar is Controlled directly or indirectly by Holdings or otherwise if it ceases to be subject to the Atlantic City Conservatorship Arrangements and (d) the Louisiana Subsidiaries; provided that each of the Louisiana Subsidiaries shall cease to be an Excluded Subsidiary immediately and automatically upon receipt of the approval of the relevant Gaming Authority to each such Louisiana Subsidiary becoming a party to the relevant Loan Documents.
          “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income or net profits by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or in any other jurisdiction in which the Administrative Agent or such Lender is engaged in business (other than any business arising solely from the Administrative Agent or Lender having executed, delivered or performed its obligations, or its rights hereunder), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower
          

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under Section 2.22(a)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.21(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.21(a).
          “ Existing Loan Agreements ” shall mean each of the Existing Senior Credit Agreement and the Existing Las Vegas Credit Agreement.
          “ Existing Las Vegas Credit Agreement ” shall mean that certain term and revolving credit agreement, dated as of January 3, 2007, among Tropicana Las Vegas, Tropicana Las Vegas Holdings, LLC (formerly known as Wimar Landco Intermediate Holdings, LLC) and the guarantors party thereto, Credit Suisse, as administrative agent and collateral agent thereunder, and the other financial institutions party thereto as lenders (as it may be amended, supplemented or otherwise modified from time to time).
          “ Existing Las Vegas Facility ” shall mean the secured term loan facility in an aggregate principal amount up to $440,000,000 provided to Tropicana Las Vegas pursuant to the Existing Las Vegas Credit Agreement.
          “ Existing Las Vegas Liens ” shall mean the Liens created under the Existing Las Vegas Security Documents.
          “ Existing Las Vegas Obligations ” shall mean the “Obligations” as defined in the Existing Las Vegas Credit Agreement.
          “ Existing Las Vegas Secured Parties ” shall mean the “Secured Parties” as defined in the Existing Las Vegas Security Documents.
          “ Existing Las Vegas Security Documents ” shall mean the “Security Documents” as defined in the Existing Las Vegas Security Documents.
          “ Existing Security Documents ” shall mean the Existing Senior Security Documents and the Existing Las Vegas Credit Agreement.
          “ Existing Senior Credit Agreement ” shall mean that certain term and revolving credit agreement, dated as of January 3, 2007, among Holdings and the Borrower and the guarantors party thereto, Credit Suisse, as administrative agent and collateral agent thereunder, and the other financial institutions party thereto as lenders (as it may be amended, supplemented or otherwise modified from time to time, including the forbearance agreement dated December 12, 2007 relating thereto).
          “ Existing Senior Security Documents ” shall mean the “Security Documents” as defined in the Existing Senior Credit Agreement.
          “ Extraordinary Receipts ” shall mean the receipt by a Loan Party of (i) any payments (excluding payments in respect of public liability, third party, product liability or business interruption) from Stewart Title and Guaranty Company pursuant to the policy of title insurance relating to the MontBleu Assets, (ii) any proceeds from indemnifications provided by
          

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Columbia Sussex with respect to the termination of the lease of the Horizon Casino by reason of the Park Cattle Disputes, in each case where the aggregate amount received under such policy, indemnification, claim or refund exceeds $1,000,000, for an amount which is equal to 100% of such payments less any expenses incurred by that Loan Party in relation to enforcing that policy, claim, indemnification or refund or (iii) any tax refund (other than with respect to gaming taxes and any other refund of federal income tax in respect of fiscal years 2005, 2006 and 2007 up to $24,000,000) or any indemnity, purchase price adjustment or other payment received outside of the ordinary course of business.
          “ Federal Funds Effective Rate ” shall mean, for any day, 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 on the next succeeding 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 the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
          “ Fee Letter ” shall mean the fee letter dated May 5, 2008, between the Borrower and the Administrative Agent.
          “ Fees ” shall mean the Commitment Fees and the Administrative Agent Fees.
          “ Final Order ” shall mean an order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule 4001 approving this Agreement and the other Loan Documents and authorizing the incurrence by the Loan Parties of permanent post-petition secured and superpriority Indebtedness in accordance with this Agreement, and as to which no stay has been entered and which has not been reversed, modified, vacated or overturned, and which is in form and substance satisfactory to Administrative Agent in its sole discretion.
          “ Financial Officer ” of any Person shall mean the chief financial officer, principal accounting officer, vice president of finance, treasurer or controller of such Person.
          “ First Day Orders ” shall mean all orders entered by the Bankruptcy Court on the Petition Date or within five Business Days of the Petition Date or based on motions filed on the Petition Date.
          “ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the
          United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
          “ Full Payment ” shall mean, with respect to any Obligations, (i) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during the Chapter 11 Cases; and (ii) a release of any Indemnitee’ claims of the Loan Parties against the Agents, the Lenders and the Issuing Bank arising on or before the payment date.
          “ GAAP ” shall mean, subject to the limitations of application set out in Section 1.02, United States generally accepted accounting principles applied on a consistent basis.
          

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          “ Gaming Authority ” shall mean, collectively, (a) the Nevada Gaming Commission, (b) the Nevada State Gaming Control Board, (c) the Clark County (Nevada) Liquor and Gaming License Board, (d) the Mississippi Gaming Commission, (e) the Louisiana Gaming Control Board, (f) the New Jersey Division of Gaming Enforcement, (g) the NJ Commission, (h) the Indiana Gaming Commission and (i) any other applicable Governmental Authority that holds regulatory, licensing or permit authority over gaming or gaming activities that now or hereinafter has jurisdiction over all or any portion of the gaming activities of Holdings, the Borrower, the Subsidiaries or the Affiliated Guarantors.
          “ Gaming Laws ” shall mean all applicable provisions of all constitutions, treaties, statutes and laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Holdings, the Borrower, the Subsidiaries or the Affiliated Guarantors within their respective jurisdictions and all rules, regulations, ordinances, approvals, orders, decisions, judgments, awards and decrees of any Gaming Authority.
          “ Governmental Authority ” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality, regulatory body, board or commission.
          “ Granting Lender ” shall have the meaning assigned to such term in Section 9.04(i).
          “ Greenville ” shall mean Greenville Riverboat, LLC, a Mississippi limited liability company.
          “ Guarantee ” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided , however, that the term “ Guarantee ” shall not include endorsements for collection or deposit in the ordinary course of business.
          “ Guarantee and Collateral Agreement ” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Borrower, Holdings, the Subsidiaries and the Affiliated Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties.
          “ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.
          “ Hazardous Materials ” shall mean (a) any petroleum products or byproducts and (b) any chemical, material, substance or waste defined or characterized as toxic, hazardous, a pollutant, or a contaminant or words of similar meaning that is prohibited, limited or regulated by or pursuant to any Environmental Law.
          

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          “ Hedging Agreement ” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.
          “ Horizon Casino ” shall mean the Horizon Hotel and Casino and related lands located in Stateline, Nevada.
          “ Horizon Estoppel Certificate ” shall mean an estoppel certificate executed by Park Cattle with respect to the lease of the Horizon Casino, substantially in the form attached as Exhibit H-2 to the Existing Credit Agreement, with any changes thereto which are approved or reasonably required by the Administrative Agent.
          “ Indebtedness ” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed (notwithstanding that the rights and remedies of the seller or lender under such agreement in an event of default may be limited to repossession or sale of such property, in which case the lesser of the amount of such obligation and the fair market value of such property shall constitute “ Indebtedness ”), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (i) all obligations of such Person as an account party in respect of letters of credit and (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interest. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.
          “ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.
          “ Indemnitee ” shall have the meaning set forth in Section 9.05(b).
          “ Initial Term Loans ” shall mean the term loans made by the Lenders to the Borrower on the Closing Date pursuant to Section 2.01.
          “ Interest Payment Date ” shall mean (a) with respect to any ABR Loan, the first Business Day of each calendar month, and (b) with respect to any Eurodollar Loan, (i) the monthly anniversary of the first day of the Interest Period applicable to such Loan and (ii) the last day of each Interest Period applicable to such Loan.
          “ Interest Period ” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2 or 3 months thereafter, as the Borrower may elect; provided , however, that, unless the Administrative Agent shall otherwise agree, the Interest Period of the initial Eurodollar Borrowing shall be of one month’s duration; provided , further, however, that if any Interest
          

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Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
          “ Interim Order ” shall mean that certain order of the Bankruptcy Court substantially in the form of Exhibit G and otherwise in form and substance satisfactory to the Administrative Agent, in its sole discretion, approving the Facilities, as to which no stay has been entered and which has not been reversed, modified, vacated or overturned.
          “ Interim Period ” shall mean the period commencing on the Closing Date (included) and ending on the date on which the Bankruptcy Court enters into the Final Order (excluded).
          “ Interim Sub-Limit ” shall mean (a) with respect to Loans outstanding during the first three Business Days of the Interim Period, $10,000,000 (or any other higher amount that the Administrative Agent approves in its sole discretion) and (b) thereafter, $30,000,000.
          “ Issuance Notice ” shall mean an Issuance Notice substantially in the form of Exhibit E.
          “ Issuing Bank ” shall mean any financial institution designated by Administrative Agent to issue Letters of Credit, in each case together with its permitted successors and assigns in such capacity, and the term “Issuing Bank” in each such instance, shall mean the Issuing Bank with respect to such Letter of Credit.
          “ Jubilee ” shall have the meaning assigned to such term in the preamble. “L/C Application” shall have the meaning set forth in Section 2.23(a). “L/C Cash Collateral” shall have the meaning set forth in Section 2.23(d)(i).
          “ L/C Cash Collateral Account ” shall have the meaning set forth in Section 2.23(d)(ii).
          “ L/C Funding Support ” shall mean any reimbursement arrangement, guaranty, cash collateral arrangement or other credit support provided by Administrative Agent to an Issuing Bank in respect of any Letter of Credit issued for the benefit of a Loan Party.
          “ L/C Sublimit ” shall mean $10,000,000.
          “ L/C Usage ” shall mean, as at any date of determination and without duplication, the sum of (a) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Bank the repayment of which shall not, at such time, been funded with the L/C Cash Collateral held by the Issuing Bank or the Administrative Agent.
          

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          “ LandCo Cash Collateral Order ” shall mean the order of the Bankruptcy Court entered in the Chapter 11 Cases of the LandCo Subsidiaries as a First Day Order approving, among other things, the LandCo Subsidiaries’ use of cash collateral, and such further orders of the Bankruptcy Court with respect to such matters, in form and substance substantially similar to such First Day Order, with any modifications thereto reasonably acceptable to the Administrative Agent.
          “ LandCo Subsidiaries ” shall mean Tropicana Las Vegas and its Subsidiaries.
          “ Lenders ” shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance.
          “ Letter of Credit ” shall mean a standby letter of credit issued or to be issued by an Issuing Bank for the benefit of the Borrower.
          “ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to (a) the rate determined by the Administrative Agent to be the offered rate which appears on Reuters Screen LIBOR01 Page for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period; or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the offered quotation rate to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan, for which the LIBO Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period as determined by the Administrative Agent in accordance with its customary practices.
          “ License Revocation ” shall mean the revocation, failure to renew or suspension of, or the appointment of a receiver, supervisor or similar official with respect to, any casino, gambling or gaming license issued by any Gaming Authority covering any casino or gaming facility of Holdings, the Borrower, the Subsidiaries or the Affiliated Guarantors.
          “ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to
          

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such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
          “ Lighthouse Point Casino ” shall mean the vessel “ Lighthouse Point Casino ”, Official Number 1022782 (Hull No. 310), in Greenville, Mississippi.
          “ Loan Documents ” shall mean this Agreement, the Letters of Credit, the Fee Letter, the Security Documents, the Orders, the promissory notes, if any, executed and delivered pursuant to Section 2.05(e) and any other document designated as a Loan Document by the Borrower and the Administrative Agent.
          “ Loan Parties ” shall mean Holdings, the Borrower and the Guarantors.
          “ Loans ” shall mean the Term Loans.
          “ Louisiana Subsidiaries ” shall mean Argosy of Louisiana, Inc., Catfish Queen Partnership in Commendum, Centroplex Center Convention Hotel, L.L.C., CP Baton Rouge Casino, L.L.C. and Jazz Enterprises, Inc.
          “ Manchester Mall ” shall mean Manchester Mall, Inc. a New Jersey corporation.
          “ Margin Stock ” shall have the meaning assigned to such term in Regulation U.
          “ Material Adverse Effect ” shall mean (a) a material adverse effect on the business, assets, operations, condition (financial or otherwise), operating results or prospects of the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is or will be a party, (c) a material impairment of the rights and remedies of or benefits available to the Lenders under any Loan Document or (d) the perfection or priority of the Liens granted pursuant to this Loan Documents.
          “ Material Indebtedness ” shall mean (a) Indebtedness permitted under Section 6.01(a) in an aggregate principal amount exceeding $5,000,000 and (b) other Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower, such Subsidiary or such Affiliated Guarantor would be required to pay if such Hedging Agreement were terminated at such time.
          “ Maturity Date ” shall mean the date which is the earlier of (a) Effective Date, (b) the date which falls on the first anniversary of the Closing Date, (c) the date on which all Loans become due and payable in full hereunder and (iv) the date of termination of the relevant Commitments pursuant to Section 2.10.
          “ MontBleu Acquisition ” shall mean the acquisition by Tahoe of the assets of Desert Palace, Inc. in Stateline, Nevada, pursuant to the Asset Acquisition Agreement dated as of November 19, 2004, between Desert Palace, Inc. and Tropicana Casinos, as assigned to Tahoe.
          

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          “ MontBleu Assets ” shall mean the assets acquired by (or assigned to) Tahoe pursuant to the MontBleu Acquisition.
          “ MontBleu Estoppel Certificate ” shall mean an estoppel certificate executed by Park Cattle with respect to the lease of MontBleu Hotel and Casino, substantially in the form attached hereto as Exhibit H-1, with any changes thereto which are approved or reasonably requested by the Administrative Agent.
          “ MontBleu Hotel and Casino ” shall mean that hotel and casino in Stateline (South Lake Tahoe), Nevada, the subject of the MontBleu Acquisition, which has been rebranded as the MontBleu Casino.
          “ Moody’s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.
          “ Mortgaged Properties ” shall mean the owned real properties and leasehold and subleasehold interests of the Loan Parties specified on Schedule 1.01(b), and shall include each other parcel of real property and improvements thereto with respect to which a mortgage is granted pursuant to the Guarantee and Collateral Agreement.
          “ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
          “ Negative Pledge Agreements ” shall mean (a) the agreement dated January 3, 2007 executed by CSC Holdings, LLC for the benefit of the Existing Administrative Agent for the Lenders under this Agreement in respect of its membership interests in CP Laughlin and (b) the agreement dated January 3, 2007 executed by JMBS Casino Trust and William J Yung, III for the benefit of the Existing Administrative Agent for the Lenders under this Agreement in respect of its membership interests in Vicksburg.
          “ Net Cash Proceeds ” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received and valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value at the time of such Asset Sale in the case of other non-cash proceeds), net of (i) selling expenses (including broker’s fees or commissions, accountants’ fees, investment banking fees, consulting fees, reasonable and documented legal fees and any other customary reasonable and documented fees and out-of-pocket expenses actually incurred in connection therewith, transfer and similar taxes), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligation or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (ii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (including the Existing Las Vegas Obligations) which is secured by the asset in such Asset Sale sold and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset, or any Indebtedness under the Existing Senior Credit Agreement), (iv) with respect to an Excluded Asset Sale only, the cash proceeds which are used or required to prepay any Indebtedness incurred under the Existing Senior Credit Agreement within 5 Business Days of the date of receipt of such proceeds and (v) any amount required by the Bankruptcy Court to be paid or prepaid on Indebtedness (other than the Obligations) secured by a perfected and unavoidable lien on the assets subject to such Asset Sale; provided , however , that, (A) with
          

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respect to cash proceeds received on account of a casualty or condemnation in an aggregate amount of $5,000,000 or less, if no Default or Event of Default shall have occurred and shall be continuing at the time of such receipt or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds to the extent reinvested in productive assets of a kind then used or usable in the business of the Borrower and the Subsidiary Guarantors within 180 days of receipt of such proceeds, after which time such proceeds to the extent not so reinvested shall be deemed to be Net Cash Proceeds and (B) with respect to cash proceeds received on account of any Asset Sale (other than on account of a casualty or condemnation), if no Default or Event of Default shall have occurred and shall be continuing at the time of such receipt or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds to the extent reinvested in replacement assets used or usable in the business of the Borrower and the Subsidiary Guarantors and subject to an effective Lien in favor of the Administrative Agent under the Security Documents within 180 days of receipt of such proceeds, after which time such proceeds to the extent not so reinvested shall be deemed to be Net Cash Proceeds and (b) with respect to any issuance or incurrence of Indebtedness for borrowed money or any Equity Issuance, the cash proceeds thereof, net of all attorneys’ fees, consulting fees, investment banking fees, taxes and other customary fees, underwriting discounts, commissions, costs and other expenses incurred in connection therewith.
          “ NJ Commission ” shall mean the State of New Jersey Casino Control Commission.
          “ Obligations ” shall mean the Loans and all other amounts and obligations owing by any Loan Party to the Administrative Agent, any Lender, any Issuing Bank, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn or other payment thereunder, loan, guaranty, indemnification or otherwise), present or future, arising under this Agreement, any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to any Loan Party under this Agreement, any other Loan Document and all obligations of any Loan Party under any Loan Document to provide Cash Collateral. For the avoidance of doubt, the term “Obligations” shall not include any “Obligations” under the Existing Senior Credit Agreement.
          “ OpCo Holdings ” shall mean Tropicana Entertainment Holdings, LLC, formerly known as Wimar OpCo Holdings, LLC, a Delaware limited liability company.
          “ Orders ” shall mean the Interim Order and the Final Order.
          “ Other Taxes ” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies and all liabilities with respect thereto arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.
          “ Park Cattle ” shall mean Park Cattle Co., a Nevada corporation and its successors and assigns.
          

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          “ Park Cattle Disputes ” shall mean (i) the disputes between Tropicana Casinos and Park Cattle regarding the lease of the Horizon Casino initially described in the letter dated March 23, 2005 from Downey Brand (counsel to Park Cattle) to Tropicana Casinos and other related matters and (ii) the disputes between Columbia Properties Tahoe, LLC and Park Cattle regarding the lease of the MontBleu Hotel and Casino described in the letters dated January 25, 2005 and March 22, 2005 from Downey Brand to Desert Palace, Inc. and other related matters.
          “ Park Cattle Settlement Arrangements ” shall mean the stipulation for entry of judgment dated April 2, 2008 among Park Cattle Co., Tropicana Casinos, Yung, Columbia Sussex, the Borrower and certain of its Subsidiaries relating to the Park Cattle Dispute together with all related documents and agreements.
          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
          “ Pension Act ” shall mean the Pension Protection Act of 2006, as amended.
          “ Perfection Certificate ” shall mean the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement and delivered in accordance with Section 5.14(i)(i).
          “ Permitted Business ” shall mean the business currently conducted by the Borrower, the Subsidiaries and the Affiliated Guarantors, businesses substantially similar to the business currently conducted by the Borrower, the Subsidiaries or the Affiliated Guarantors, or any business or activity that is reasonably related, ancillary or complementary thereto or a reasonable extension, development or expansion thereof.
          “ Permitted Investments ” shall mean:
          (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;
          (b) investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 by S&P or P-1 from Moody’s;
          (c) investments in certificates of deposit, banker’s acceptances, securities backed by standby letters of credit, time deposits, Eurodollar time deposits or overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;
          (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above; and
          

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          (e) investments in “ money market funds ” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above or in the form of cash equivalents (or foreign cash equivalents) or short term marketable debt securities.
          “ Permitted Tax Distributions ” shall mean (a) cash distributions to the holders of Equity Interests of Vicksburg made not more frequently than once each fiscal quarter which shall be in an amount required to satisfy actual cash tax liabilities of such holders arising after the Petition Date relating to Vicksburg and its subsidiaries, and in any event in an amount not to exceed 40% of the combined taxable income of Vicksburg and its subsidiaries; (iii) cash distributions to the holders of Equity Interests of CP Laughlin made not more frequently than once each fiscal quarter which shall be in an amount required to satisfy actual cash tax liabilities of such holders arising after the Petition Date relating to CP Laughlin and its subsidiaries, and in any event in an amount not to exceed 40% of the combined taxable income of CP Laughlin and its subsidiaries and (iv) cash distributions to the holders of Equity Interests of Jubilee made not more frequently than once each fiscal quarter which shall be in an amount required to satisfy actual cash tax liabilities of such holders arising after the Petition Date relating to Jubilee and its subsidiaries, and in any event in an amount not to exceed 40% of the combined taxable income of Jubilee and its subsidiaries, in each case for the immediately preceding fiscal quarter.
          “ Person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.
          “ Petition Date ” shall have the meaning set forth in the recitals hereto.
          “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.
          “ Platform ” shall have the meaning set forth in Section 8.09(b).
          “ Pledge Agreements ” shall mean the Pledge Agreement-Nevada Gaming, the Pledge Agreement-Louisiana and any other separate local law pledge agreement relating to the Equity Interests or evidence of Indebtedness of any Subsidiary or any Affiliated Guarantor to the extent required under applicable Gaming Laws.
          “ Pledge Agreement-Louisiana ” shall mean a Pledge Agreement substantially in the form of Exhibit E-1 to the Existing Senior Credit Agreement to be entered into, subject to Gaming Authority approval, between the Borrower, Holdings, certain Louisiana Subsidiaries and the Administrative Agent under Section 5.14(g) with respect to the Equity Interests they own in the Louisiana Subsidiaries.
          “ Pledge Agreement-Nevada Gaming ” shall mean a Pledge Agreement substantially in the form of Exhibit E-2 to the Existing Senior Credit Agreement to be entered into, subject to Gaming Authority approval, between the Borrower, Holdings, Columbia Properties Laughlin, LLC, Columbia Properties Tahoe, LLC, Tahoe Horizon LLC, Aztar Corporation, Ramada Express Inc., Tropicana Las Vegas Holdings, Tropicana Las Vegas and
          

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certain of its subsidiaries and the Administrative Agent under Section 5.14(g) with respect to the Equity Interests they own in the Borrower, Columbia Properties Laughlin, LLC, Columbia Properties Tahoe, LLC, Tahoe Horizon LLC, Aztar Corporation, Ramada Express Inc., Tropicana Las Vegas Holdings, Tropicana Las Vegas and its subsidiaries.
          “ Prepetition Indebtedness ” shall mean all Indebtedness of Borrower and its Subsidiaries outstanding immediately prior to Petition Date and listed in Schedule 6.01 (which includes all Indebtedness under the Existing Loan Agreements).
          “ Prepayment Premium ” shall mean at any date, with respect to any portion of any Loan that is repaid or prepaid (whether voluntarily, mandatorily (to the extent required pursuant to Section 2.14(i)) or by way of acceleration) on such date and that has not been outstanding for at least 3 months, an amount equal to (A) the Applicable Percentage applicable to ABR Loans plus the Alternate Base Rate at such date multiplied by (B) the principal amount of such portion of such Loan multiplied by (C) the number of days between the date on which the Loans are declared due and payable and the date which falls 3 calendar months following the drawing of such Loan divided by (D) 360.
          “ Prime Rate ” shall mean the rate of interest quoted in The Wall Street Journal , Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least seventy five percent (75%) of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.
          “ Projections ” shall mean the projections of Holdings, the Borrower, the Affiliated Guarantors and their Subsidiaries prepared by the management of the Borrower for the period commencing for the month of April, 2008 and ending for the month of April, 2009 and which includes monthly projections for each month during such period.
          “ Pro Rata Share ” means with respect to each Lender, the percentage obtained by dividing (a) the outstanding principal amount of the Loans and unused Commitment of such Lender (or such Lender’s Commitment if no Loan is outstanding), by (b) the aggregate outstanding principal amount of the Loans of all Lenders (or all Lender’s Commitments if no Loan is outstanding).
          “ Register ” shall have the meaning assigned to such term in Section 9.04(d).
          “ Regulation T ” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
          “ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
          “ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
          “ Related Fund ” shall mean, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
          

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With respect to Silver Point, Related Fund shall also include any swap, special purpose vehicles purchasing or acquiring security interests in collateralized loan obligations or any other vehicle through which Silver Point may leverage its investments from time to time.
          “ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
          “ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.
          “ Required Lenders ” shall mean, at any time, (a) Lenders having Loans and Commitments representing more than 50% of the sum of all Loans outstanding and Commitments at such time; provided that the Term Loans and unused Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time and (b) Silver Point Finance, LLC for so long as it remains the Administrative Agent.
          “ Responsible Officer ” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.
          “ Restricted Indebtedness ” shall mean Indebtedness of Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.08(b).
          “ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor.
          “ Secured Parties ” shall mean from time to time the Lenders, the Administrative Agent, the Collateral Agent, any other holder of any Obligation and their successors and assigns.
          “ Security Documents ” shall mean the Guarantee and Collateral Agreement, the Pledge Agreements, the Ship Mortgages, the Vessel Security Agreements and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.14, as may be applicable.
          “ Services Agreements ” shall mean (i) the services agreement dated as of January 3, 2007 between Columbia Sussex and the Borrower, (ii) the services agreement dated as of August 26, 2004 (as amended as of November 6, 2006), between Columbia Sussex and Jubilee, (iii) the services agreement dated as of October 27, 2003 (as amended as of August 7, 2006 and November 6, 2006), between Columbia Sussex and Vicksburg and (iv) the services agreement dated as of January 3, 2007 among Columbia Sussex, Aztar and Tropicana Las Vegas.
          “ Ship Mortgage ” shall mean collectively, (a) a preferred ship mortgage in form and substance acceptable to the Administrative Agent, executed in favor of the Collateral Agent
          

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granting a first priority Lien upon the vessel Lighthouse Point Casino, (b) a preferred ship mortgage in form and substance acceptable to the Administrative Agent, executed in favor of the Collateral Agent granting a first priority Lien upon the vessel Argosy III, (e) a preferred ship mortgage in form and substance acceptable to the Administrative Agent, executed in favor of the Collateral Agent granting a first priority Lien upon the vessel Bayou Caddy’s Jubilee Casino and related support barge B-527 and floating casino barge Doris and (f) each other similar agreement which may hereafter be executed by the Borrower in favor of the Collateral Agent (including any such ship mortgage executed with respect to any other vessel used in connection with any related gaming operations), each substantially in the form of Exhibit K of the Existing Senior Credit Agreement.
          “ SPC ” shall have the meaning assigned to such term in Section 9.04(i).
          “ S&P ” shall mean Standard & Poor’s Ratings Service, or any successor thereto.
          “ Statutory Reserves ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
          “ Subordinated Note Documents ” shall mean the indenture under which the Subordinated Notes are issued and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.
          “ Subordinated Notes ” shall mean the Borrower’s 9.625% Senior Subordinated Notes due 2014, in an initial aggregate principal amount of $960,000,000.
          “ subsidiary ” shall mean, with respect to any Person (herein referred to as the “ parent ”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
          “ Subsidiary ” shall mean any subsidiary of the Borrower; provided that the Excluded Subsidiaries (for so long as they remain Excluded Subsidiaries) other than the Louisiana Subsidiaries and the LandCo Subsidiaries shall not be treated as “Subsidiaries” solely for the purpose of calculating the financial definitions or for the purpose of determining compliance with the financial covenants contained in Sections 6.09, 6.10 and 6.11.
          

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          “ Subsidiary Guarantor ” shall mean each Subsidiary and Affiliated Guarantor listed on Schedule 1.01(a) (but excluding the Excluded Subsidiaries), the Additional Guarantors and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement or otherwise provides a guarantee in respect of the Obligations.
          “ Synthetic Lease ” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
          “ Synthetic Lease Obligations ” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such Person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.
          “ Synthetic Purchase Agreement ” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor is or may become obligated to make (a) any payment in connection with a purchase by any third party from a Person other than Holdings, the Borrower, any Subsidiary or any Affiliated Guarantor of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower, the Subsidiaries or the Affiliated Guarantors (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.
          “ Tahoe ” shall mean Columbia Properties Tahoe, LLC, a Nevada limited liability company.
          “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings and all liabilities with respect thereto imposed by any Governmental Authority.
          “ Term Borrowing ” shall mean a Borrowing comprised of Term Loans.
          “ Term Lender ” shall mean a Lender with a Commitment or an outstanding Term Loan.
          “ Term Loans ” shall mean the Initial Term Loan and the Delayed Term Loans.
          “ Total Commitment ” shall mean, at any time, the aggregate of all Lenders’ Commitments.
          “ Tropicana Casinos ” shall mean Tropicana Casinos and Resorts, Inc formerly known as Wimar Tahoe Corporation, a Nevada corporation.
          “ Tropicana Garage Insured Claims ” shall mean any insurance payments in respect of (i) the “ completed value builders risk ” insurance policy issued by Zurich American
          

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Insurance Company or (ii) insurance policies covering business interruption at the Tropicana Casino and Resort in Atlantic City, New Jersey, issued by Lexington Insurance Company, U.S. Fire Insurance Company, Westchester Surplus Lines Insurance Company, Essex Insurance Company, certain underwriters at Lloyd’s, London, Hartford Insurance Company, Zurich American Insurance Company or any other insurance company, in each case relating to the collapse of a portion of a parking garage under construction at the Tropicana Casino and Resort in Atlantic City, New Jersey, on October 30, 2003.
          “ Tropicana Las Vegas ” shall mean Tropicana Las Vegas Resort and Casino, LLC, formerly known as Wimar LandCo, LLC, a Delaware limited liability company.
          “ Tropicana Las Vegas Intermediate Holdings ” shall mean Tropicana Las Vegas Holdings, LLC formerly known as Wimar LandCo Intermediate Holdings, LLC, a Delaware limited liability company.
          “ Tropicana Las Vegas Prepayment Event ” shall mean the sale of all or substantially all of the assets of Tropicana Las Vegas Intermediate Holdings and its subsidiaries or the sale of all or substantially all of the Equity Interests of Tropicana Las Vegas Intermediate or Tropicana Las Vegas (or the Equity Interests of any subsidiary or subsidiaries of Tropicana Las Vegas, the result of which is the transfer or other disposition of all or substantially all of the assets or value of Tropicana Las Vegas Intermediate Holdings and its subsidiaries).
          “ Tropicana Las Vegas Prepayment Proceeds ” shall mean the gross proceeds from any Tropicana Las Vegas Prepayment Event less (i) fees, costs and expenses (including broker’s fees or commissions, accountants’ fees, investment banking fees, consulting fees, legal fees and any other customary reasonable and documented fees and out-of pocket expenses actually incurred in connection therewith, transfer and similar taxes) in connection therewith, (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Tropicana Las Vegas Prepayment Event ( provided that, to the extent and at such time as any such amounts are released from such reserve and returned to a Loan Party, such amounts shall constitute Tropicana Las Vegas Prepayment Proceeds) and (iii) amounts required to repay in full all Indebtedness (including breakage costs) and other obligations of Tropicana Las Vegas Intermediate Holdings and its subsidiaries.
          “ Trustee ” shall mean the United States Trustee for the District of Delaware.
          “ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.
          “ USA PATRIOT Act ” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
          “ Vessel Security Agreement ” shall refer to each vessel security agreement, in form and substance acceptable to the Administrative Agent, entered into in connection with each Ship Mortgage and creating a security interest in each vessel under the UCC in the event any such vessel covered by a Ship Mortgage is determined to not be a “ vessel ” as required therein.
          

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          “ Vicksburg ” shall mean Columbia Properties Vicksburg LLC, a Mississippi limited liability company.
          “ Vicksburg Sale ” shall mean the sale of substantially all of the assets utilized in the operation of the Vicksburg Horizon Casino and Hotel under the Vicksburg Sale Purchase Agreement.
          “ Vicksburg Sale Purchase Agreement ” shall mean (a) that certain agreement of sale dated November 12, 2007 between amongst others Columbia Properties Vicksburg, LLC as seller and Nevada Gold Vicksburg, LLC or (b) any other purchase agreement entered into as a result of a sale conducted pursuant to Section 363(b) of the Bankruptcy Code with respect to Vicksburg.
          “ wholly owned Subsidiary ” of any Person shall mean a subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries of such Person.
          “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
          “ Yung Group ” shall mean (i) William J. Yung III, (ii) his spouse and members of his immediate family (including siblings, children, grandchildren and children and grandchildren by adoption), (iii) any Affiliate Controlled by any the foregoing, (iv) in the event of incompetence or death of any of the persons described in paragraphs (i) and (ii) hereof, such person’s estate, executor, administrator, committee or other personal representative, in each case who at the particular date will beneficially own or have the right to acquire, directly or indirectly Equity Interests of Holdings or the Borrower or (v) any trusts for their respective benefit, or any trust for the benefit of any such trust; provided , however, that the Yung Group shall not include any operating company affiliated with any of the foregoing (including Columbia Sussex) that is not engaged exclusively in Permitted Businesses.
           1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation ”. The word “ will ” shall be construed to have the same meaning and effect as the word “ shall ”; and the words “ asset ” and “ property ” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in ARTICLE VI or any related definition to eliminate
          

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the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend ARTICLE VI or any related definition for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.
           1.03. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified by Type (e.g., a “ Eurocurrency Loan ”). Borrowings also may be classified and referred to by Type (e.g., a “ Eurocurrency Borrowing ”).
ARTICLE II
The Credits
           2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make the Initial Term Loan to the Borrower on the Closing Date and the Delayed Term Loans to the Borrower from time to time from the period commencing on the Closing Date and ending on the Maturity Date in a principal amount not to exceed its Commitment; provided that the aggregate amount of the Loans outstanding at any time during the Interim Period shall not exceed the Interim Sub-Limit applicable at such time. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.
           2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided , however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000; provided that no minimum amount shall be required for any Borrowing, the proceeds of which are used to fund L/C Cash Collateral for the purpose of obtaining one or more Letters of Credit or (ii) equal to the remaining available balance of the applicable Commitments.
          (b) Subject to Sections 2.09 and 2.16, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided , however, that the Borrower shall not be entitled to have more than six Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
          (c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New

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York City as the Administrative Agent may designate not later than 12:00 p.m. (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.
          (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 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 Section 2.02(c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within one Business Day of the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with interest at the rate per annum equal to the interest rate for the Loan comprising such Borrowing from the Borrower. Nothing in this Section 2.02(d) shall be deemed to relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights of the Borrower against the Lender as a result of any default by such Lender hereunder.
          (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
           2.03. Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of an ABR Term Loan, not later than 10:00 a.m., New York City time one Business Day before a proposed Borrowing and (b) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., New York City time, three Business Days before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request (it being understood that no Lender will fund any Term Loan in the absence of the receipt by the Administrative Agent of a completed and executed Borrowing Request) and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided , however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Sections 2.01 and 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any

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such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.
           2.04. Use of Proceeds. The proceeds of the Loans shall be applied by the Borrower (and, to the extent distributed to them by the Borrower, each other Loan Party) solely (a) to fund post-petition operating expenses of the Loan Parties incurred in the ordinary course of business and to fund such amounts authorized under the First Day Orders, (b) to pay certain other costs and expenses of administration of the Chapter 11 Cases, (c) for working capital, capital expenditures and other general corporate purposes of the Loan Parties following the Petition Date, (d) to fund L/C Cash Collateral up to $10,000,000 at any time for the purpose of requesting the Administrative Agent to procure the issuance of Letters of Credit in accordance with Section 2.23 and (e) to make payments in connection with the adequate protection obligations set forth in the Orders, in each case (i) not in contravention of any requirement of law, the Orders or the Loan Documents and (ii) to the extent not materially inconsistent with the types of expenses set forth in the Approved Cash Flow Forecast. Nothing herein shall in any way prejudice or prevent the Administrative Agent or the Lenders from objecting, for any reason, to any requests, motions or applications made in the Bankruptcy Court, including, without limitation, any applications for interim or final allowances of compensation for services rendered or reimbursement of expenses incurred under Sections 105(a), 330 or 331 of the Bankruptcy Code, by any party in interest.
           2.05. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.12.
          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
          (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.
          (d) The entries made in the accounts maintained pursuant to Sections 2.05(b) and 2.05(c) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.
          (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the Borrower. Notwithstanding any other

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provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.
           2.06. Fees. (a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on the first Business Day of each calendar month and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “ Commitment Fee ”) equal to 1.25% per annum on the daily amount of the then effective average amount of the Commitment of such Lender during the preceding month (or other period commencing with the date hereof or ending with the Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
          (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter at the times and in the amounts specified therein (the “ Administrative Agent Fees ”).
          (c) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances.
          (d) The Borrower agrees to pay directly to the Administrative Agent, for its own account (as reimbursement of reasonable and documented fees and out-of-pocket expenses paid by the Administrative Agent to the Issuing Bank) the fees, expenses and additional costs relating to such documentary and processing charges and fronting fees for any issuance, amendment, transfer or payment of a Letter of Credit, and all costs and expenses incurred by the Administrative Agent in procuring such Letter of Credit and providing the L/C Funding Support in connection therewith.
           2.07. Interest on Loans. (a) Subject to the provisions of Section 2.08, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time.
          (b) Subject to the provisions of Section 2.08, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.
          (c) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

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           2.08. Default Interest. If any Event of Default is continuing, then, until such Event of Default is cured, remedied or waived, to the extent permitted by law, the Loans shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal of a Loan, at the rate otherwise applicable to such Loan pursuant to Section 2.07 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that would be applicable to that Loan (or in the case of amounts due that do not relate to a particular Loan, the rate then applicable to an ABR Loan) plus 2.00% per annum .
           2.09. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.11 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.09 shall be conclusive absent manifest error.
           2.10. Termination and Reduction of Commitments. (a) The Commitments shall automatically and permanently be reduced by the principal amount of any Term Loan advanced hereunder or as provided for in Section 2.14 and shall automatically terminate in full on the Maturity Date. Notwithstanding the foregoing, if the Closing Date does not occur before May 9, 2008, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on that date.
          (b) After three months after the Closing Date and upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided , however, that (i) each partial reduction of the Commitments shall be in an integral multiple of $500,000 and in a minimum amount of $1,000,000 and (ii) the Total Commitment shall not be reduced to an amount that is less than the aggregate outstanding Term Loans or L/C Usage at the time.
          (c) Each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.
           2.11. Conversion and Continuation of Borrowings. The Borrower shall have the right at any time upon prior irrevocable notice (which may be by telephone, confirmed promptly in writing or by fax) to the Administrative Agent (a) not later than 10:00 a.m., New

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York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than 10:00 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, and (c) not later than 10:00 a.m., New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:
               (i) (i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
               (ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;
               (iii) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion or continuation, where appropriate, and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;
               (iv) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.17;
               (v) any portion of a Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Borrowing;
               (vi) any portion of a Eurodollar Borrowing that cannot be converted into or continued as a Eurodollar Borrowing by reason of Section 2.11(c)(v) shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing;
               (vii) no Interest Period may be selected for any Eurodollar Borrowing that would end later than the Maturity Date; and
               (viii) upon notice to the Borrower from the Administrative Agent after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan.
          (d) Each notice pursuant to this Section 2.11 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion

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to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.11 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.11 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.11 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into an ABR Borrowing.
           2.12. Repayment of Term Borrowings. (a) All Term Loans shall be due and payable on the Maturity Date (whether by acceleration or otherwise) together with all other Obligations (including but not limited to any accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment) without further application or order of the Bankruptcy Court to the Administrative Agent.
          (b) Repayments of a Borrowing pursuant to this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty (subject to the provision of Section 2.14(i).
           2.13. Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 p.m. (noon), New York City time; provided , however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $2,000,000, and (ii) each such prepayment shall be made subject to the provisions of Sections 2.14(h) and Section 2.14(i).
          (b) Optional prepayments of Term Loans shall be applied first to ABR Term Loan Borrowings and then to Eurodollar Term Loan Borrowings having the nearest Interest Payment Date.
          (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (other than in connection with a refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.13 shall be subject to Section 2.17, but shall otherwise be without premium or penalty (except the applicable Prepayment Premium). All prepayments under this Section 2.13 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment and applicable Prepayment Premium.
           2.14. Mandatory Prepayments. (a) Not later than the first Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans (or, if applicable, reduce outstanding Commitments) in accordance with Section 2.14(f).
          (b) In the event and on each occasion that an Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the first

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Business Day next following) the occurrence of such Equity Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.14(f).
          (c) In the event that any Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the first Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.14(f). Notwithstanding the foregoing, the use of cash collateral to the extent permitted under the Orders shall not constitute an incurrence of Indebtedness for borrowed money.
          (d) In the event that any Loan Party shall receive any Extraordinary Receipt, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Extraordinary Receipt, apply 100% of such Extraordinary Receipt to prepay outstanding Term Loans in accordance with Section 2.14(f).
          (e) In the event and on the occasion of a Tropicana Las Vegas Prepayment Event, the Borrower shall, substantially simultaneous with (and in any event not later than the fifth Business Day next following) the occurrence of such Tropicana Las Vegas Prepayment Event, apply 100% of the Tropicana Las Vegas Prepayment Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.14(f).
          (f) Mandatory prepayments described in Sections 2.14(a) to 2.14(e) shall be applied, subject to the provisions of Section 2.14(h), (A) first, to the repayment of Term Loans outstanding hereunder and (B) then, in the event the amount of such mandatory prepayment exceeds the amount of Term Loans outstanding hereunder, to the permanent reduction of Commitments by the amount of such excess; provided that this clause (B) shall solely be applicable with respect to mandatory prepayments described in Sections 2.14(a) made in respect of Net Cash Proceeds received on account of a casualty or condemnation. Any mandatory prepayment of outstanding Term Loans under this Agreement shall be applied first to ABR Term Loan Borrowings and then to Eurodollar Term Loan Borrowings having the nearest Interest Payment Date.
          (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.14, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.14 shall be subject to Section 2.17, but shall otherwise be without premium or penalty (except the applicable Prepayment Premium), and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
          (h) Anything contained herein to the contrary notwithstanding, in the event the Borrower (i) is required to make any mandatory prepayment under this Section 2.14 (each, a “ Waivable Prepayment ”) or (ii) is required to make any permanent reduction of Commitments

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under this Section 2.14 (a “ Waivable Commitment Reduction ”), not less than three (3) Business Days prior to the date (the “ Prepayment Date ”) on which the Borrower is required to make such Waivable Prepayment (or such Waivable Commitment Reduction as the case may be), the Borrower shall notify the Administrative Agent of the amount of such prepayment or such reduction, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan or Commitment of the amount of such Lender’s Pro Rata Share of such Waivable Prepayment or such Waivable Commitment Reduction and such Lender’s option to refuse such prepayment or reduction. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, (A) the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which shall be applied in accordance with Section 2.14(f)), (B) the Commitment of those Lenders that have elected not to exercise such option shall be reduced as provided in Section 2.14(f) and (C) to the extent of any excess, to the Borrower for any of the purposes permitted hereunder.
          (i) All prepayments (whether optional under Section 2.13, mandatory under Sections 2.14(b), (c) or (e), or otherwise including by way of acceleration) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment and any Prepayment Premium.
           2.15. Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or increase the cost to any Lender or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender (acting reasonably) to be material, then the Borrower will pay to such Lender, as the case may be, upon demand such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.
          (b) If any Lender shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender (acting reasonably) to be material, then from time to time the Borrower shall pay to such Lender, as the case may be, such additional amount or

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amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
          (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in Sections 2.15(a) or 2.15(b) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after its receipt of the same.
          (d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under Sections 2.15(a) or 2.15(b) with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.
           2.16. Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:
               (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and
               (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in Section 2.16(b).
          In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

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          (b) For purposes of this Section 2.16, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.
           2.17. Indemnity. The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain (other than loss of profits) or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.11) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being referred to as a “ Breakage Event ”) or (b) any default by the Borrower in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.17 shall be delivered to the Borrower and shall be conclusive absent manifest error.
           2.18. Pro Rata Treatment. Except as required under Section 2.16, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.
           2.19. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal

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amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.19 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower and Holdings expressly consent to the foregoing arrangements.
           2.20. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 p.m. (noon), New York City time, on the date when due in immediately available dollars, without setoff, defense or counterclaim. Each such payment shall be made to the Administrative Agent at its offices at 2 Greenwich Plaza, Greenwich, CT 06830. The Administrative Agent shall promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.
          (b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.
          (c) All monies to be applied to the Obligations, whether arising from payments by Loan Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows (i) first, to unpaid fees and reimbursement of unpaid expenses of the Agents, (ii) second, to any unpaid fees and reimbursement of unpaid expenses of the Lenders to the extent constituting part of the Obligations, (iii) third, to unpaid interest, (iv) fourth, ratably to repay the principal of the Loans and (v) last, to all other Obligations. Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. The allocations set forth in this Section are solely to determine the rights and priorities of the Agents and Lenders as among themselves, and may be changed by agreement among them without the consent of any Loan Party. This Section is not for the benefit of or enforceable by the Borrower.
           2.21. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if the Borrower or any other Loan Party shall be required to deduct any such Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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          (b) In addition, the Borrower shall pay, and authorizes the Administrative Agent to pay in its name, any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
          (c) The Borrower shall indemnify the Administrative Agent and each Lender within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on behalf of itself, a Lender, shall be conclusive absent manifest error.
          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower certifying to such entitlement to exemption from, or a reduced rate of, withholding or at a reduced rate.
          (f) If the Administrative Agent of any Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes (including a credit in lieu of a cash refund) as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.21, it shall pay over such refund to that Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.21 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the Governmental Authority with respect to such refund); provided that the Loan Parties, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or any Lender in the event the Administrative Agent or such Lender is required to repay such refund to the Governmental Authority. This Section 2.21(f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information it deems confidential) to the Loan Parties or to apply for any refund.
           2.22. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event that (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender delivers a notice described in Section 2.16, (iii) any

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Lender delivers a certificate pursuant to Section 2.17 for an amount that is materially greater than other Lenders, (iv) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.21, (v) any Lender defaults in its obligation to make Loans hereunder or (vi) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification has been consented to by the Required Lenders, the Borrower or the Administrative Agent may at the sole expense and effort of the Borrower (including with respect to the processing and

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