FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENT

This First Amendment to Lock Up and Plan Support Agreement (this “Amendment”), dated as of January 22, 2010, is made by and among:

RECITALS

Whereas, pursuant to that certain Lock Up and Plan Support Agreement (as amended, supplemented or otherwise modified through the date hereof, the “Lock Up”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Lock Up), dated as of December 18, 2009, by and between the Parties, the Parties agreed, subject to the terms and conditions set forth therein, to take, and forego from taking, certain actions in respect of the Transaction; and

Whereas, the Parties have agreed to (1) extend certain periods prescribed in the Lock Up for achieving milestones related to the Transaction and (2) certain other amendments to the Lock Up, all as more particularly described below.

Now, Therefore, in consideration of the foregoing and the promises, mutual covenants and agreements set forth herein and for other good and valuable consideration, the Parties agree as follows:

(a) The definition of “Confirmation Order” in Section 1 of the Lock Up is hereby amended and restated in its entirety to read as follows:

““Confirmation Order” means a confirmation order in form and substance acceptable to all Parties, the form of which shall be negotiated on or prior to the Petition Date.”.

(b) The definition of “Document Finalization Date” in Section 1 of the Lock Up is hereby amended and restated in its entirety to read as follows:

““Document Finalization Date” means February 3, 2010 or such earlier date upon which the Parties agree, in the sole and absolute discretion of each such Party, that the Key Transaction Documents are in final form.”.

(c) The definition of “Key Transaction Documents” in Section 1 of the Lock Up is hereby amended and restated in its entirety to read as follows:

““Key Transaction Documents” means the Cure Right Agreement, New Constituent Documents, the Plan, the Disclosure Statement, the Ballots, the New Secured Loan Documents, the New Property Management Agreement, the Equity Sponsor Non-Recourse Carveout Guarantee, the Second Lien Non-Recourse Carveout Guarantee, the Interest Payment Guarantee, the Interim Cash Collateral Order, the Final Cash Collateral Order, and the Second Lien Lender Litigation Release.”.

(d) The definition of “New Plan Funding Agreement” in Section 1 of the Lock Up is hereby deleted in its entirety.

(e) The definition of “Notice of Plan Effective Date” in Section 1 of the Lock Up is hereby deleted in its entirety.

1.2. Amendments to Exhibit C of the Lock Up. Exhibit C of the Lock Up is amended and restated in its entirety to read as set forth on Attachment 1 to this Amendment.

1.3. Amendments to Exhibit D of the Lock Up. Exhibit D of the Lock Up is amended and restated in its entirety to read as set forth on Attachment 2 to this Amendment.

Section 2. Escrow Agreements. Each of the Parties that is also a Party to either of the Equity Sponsor Escrow Agreement or the Supporting Second Lien Lender Escrow Agreement hereby agrees that each of the Escrow Agreements remain in full force and effect as of the date hereof. 

Section 3. Effect of Amendment on the Lock Up. On and after the Effective Date (as defined below) of this Amendment, each reference in the Lock Up to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Lock Up shall mean and be a reference to the Lock Up as amended by the Amendment. The Lock Up, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Except as expressly set forth in this Amendment, no other amendment, modification, consent or waiver of the Lock Up should be construed or implied.

Section 4. Representations. Each Party represents to each other Party that each of the representations and warranties made by it in Section 4 of the Lock Up remains true and correct as of the date hereof and that, after giving effect to the amendments contained herein, no default exists under the Lock Up.

Section 5. Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) when and if each Party shall have executed and delivered to the First Lien Agent a counterpart of this Amendment. This Amendment is subject to and made in accordance with the provisions of Section 8.8 of the Lock Up.

Section 6. Miscellaneous Terms.

6.1. Headings. The headings of all sections of this Amendment are inserted solely for the convenience of reference and shall not affect the interpretation hereof.

6.2. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Amendment, each of the Parties irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter arising under or arising out of or in connection with this Amendment or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the United States District Court for the Southern District of New York, and by execution and delivery of this Amendment, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Prepackaged Case is commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Amendment unless and until the Prepackaged Case has been dismissed, the automatic stay has been lifted, or this Amendment has been terminated, in which case all disputes will be adjudicated in the Southern District of New York.

6.3. Waiver of Jury Trial. Each of the Parties hereby waives trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or the actions of the Parties in the negotiation, administration, performance or enforcement thereof.

6.4. Counterparts. This Amendment may be executed (by facsimile or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.

6.5. Integration. This Amendment and any agreement referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings with respect to the subject matter hereof. The terms hereof may not be contradicted by any evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among the Parties concerning the subject matter hereof.

6.6. Survival of Amendment. Each of the Parties acknowledges and agrees: (a) that this Amendment is being executed in connection with negotiations concerning a possible financial restructuring of the Debtor and in contemplation of the Prepackaged Case; and (b) it is the intention of the Parties that, to the fullest extent permitted under applicable law, the rights granted in this Amendment are enforceable by each signatory hereto without approval of the Bankruptcy Court.

[SIGNATURES ON THE NEXT PAGE]

IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.

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FIRST LIEN LENDERS

LANDESBANK BADEN-WÜRTTEMBERG,
as a First Lien Lender

Name:
Title:

Name:
Title:

3

MÜNCHENER HYPOTHEKENBANK EG,
as a First Lien Lender

Name:
Title:

Name:
Title:

DEUTSCHE HYPOTHEKENBANK

(ACTIEN-GESELLSCHAFT), as a First Lien Lender

Name:
Title:

Name:
Title:

4

GREAT LAKES REINSURANCE (UK) PLC,
as a First Lien Lender

Name:
Title:

Name:
Title:

5

SECOND LIEN AGENT

NEXBANK, SSB, as Second Lien Agent

By:      
Name:
Title:

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SUPPORTING SECOND LIEN LENDERS

SPECTRUM INVESTMENT PARTNERS, LP, as a Supporting Second Lien Lender

By: SPECTRUM GROUP MANAGEMENT, LLC, its General Partner

By:      
Name:
Title:

7

FIVE MILE CAPITAL POOLING INTERNATIONAL LLC, as

a Supporting Second Lien Lender

By: FIVE MILE CAPITAL PARTNERS LLC, its manager

By:      
Name:
Title:

8

TRANSAMERICA LIFE INSURANCE COMPANY, as a Supporting Second Lien Lender

By:      
Name:
Title:

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Attachment 1

Amended and Restated Exhibit C to Lock Up

Exhibit C
Form of Final Document Acknowledgment

Reference is made to that certain Lock Up and Plan Support Agreement (the “PSA”), dated as of December 18, 2009 (as amended from time to time) among the First Lien Lenders, the First Lien Agent, the Supporting Second Lien Lenders, the Second Lien Agent, the Debtor, and the Equity Parent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA.

The Parties acknowledge and agree that the Key Transactions Documents attached hereto are in final form.

ACKNOWLEDGED AND AGREED AS OF [Document Finalization Date]:

[Party]

By:      
Name:
Title:

Attachment 2

Amended and Restated Exhibit D to Lock Up

Exhibit D
Transaction Term Sheet

[attached]

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PRIVILEGED & CONFIDENTIAL
SUBJECT TO FEDERAL RULE OF EVIDENCE 408
& ANY SIMILAR APPLICABLE STATE OR FEDERAL RULE OR LAW

MAY NOT BE USED IN ANY JUDICIAL, ARBITRATION, MEDIATION OR ADMINISTRATIVE FORUM FOR ANY PURPOSE WHATSOEVER

TERM SHEET FOR NEW FIRST LIEN LOAN

January 22, 2010

Summary of terms of new loan to be made by Landesbank Baden-Württemberg, New York Branch, as administrative agent and collateral agent (in such capacity, “Agent”) on behalf of certain lenders (“Lenders”) to the reorganized Existing Borrower (as hereinafter defined) (such reorganized Existing Borrower, “New Borrower”).

For reference purposes only, the existing first lien mortgage loan (the “Existing Loan”) was made pursuant to that certain Amended and Restated Credit Agreement (“First Lien Credit Agreement”), dated as of July 6, 2007 among FX Luxury Las Vegas Parent, LLC (f/k/a BP Parent, LLC), FX Luxury Las Vegas I, LLC (f/k/a Metroflag BP, LLC) and FX Luxury Las Vegas II, LLC (f/k/a Metroflag Cable, LLC) (collectively, “Existing Borrower”), Lenders and Agent, as successor in interest to Credit Suisse, Cayman Islands Branch, as Administrative Agent and Collateral Agent. Capitalized terms used herein without being defined herein shall have the meaning set forth in the First Lien Credit Agreement and if not defined therein shall have the meaning set forth in the Lockup Agreement.

New Borrower, Agent and Lenders hereby agree to consummate a new first lien mortgage loan (the “New Loan”) containing the following terms:

The foregoing terms are a statement of the parties’ general intent only and do not set forth all of the terms and conditions which are required for the transaction or required in the Loan Documents which the parties are to negotiate and agree upon in their sole discretion. Nothing contained in this term sheet, nor the execution or delivery of this letter by any person or entity, shall be deemed an offer, an acceptance or binding upon any person or entity. None of the parties hereto will have any legal obligation to any other party hereunder unless and until definitive documentation shall have been executed and delivered by all parties thereto.

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