EXHIBIT 10.27

AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 31, 2010 (this “Agreement”), among JACOBS ENTERTAINMENT, INC. (the “Borrower”), the other Loan Parties listed on the signature pages hereof (each a “Subsidiary Loan Party” and, together with the Borrower, the “Reaffirming Parties”), the LENDERS party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender (the “Swingline Lender”), under the Credit Agreement dated as of June 16, 2006 (as amended and in effect immediately prior to the Restatement Effective Date (as defined herein), the “Existing Credit Agreement”), among the Borrower, the lenders party thereto and the Agents party thereto.

WHEREAS, the Borrower has requested, and the Lenders party hereto have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended and restated as provided herein.

WHEREAS, the Reaffirming Parties expect to realize, or have realized, substantial direct and indirect benefits as a result of the Restated Credit Agreement referred to below becoming effective and the consummation of the transactions contemplated thereby.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Borrower, the Subsidiary Loan Parties, the Swingline Lender, the other Lenders party hereto and the Administrative Agent hereby agree as follows:

SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement, except that the defined terms “Lender”, “Revolving Commitment” and “Revolving Lender” have the meanings assigned to them in the Existing Credit Agreement.  As used in this Agreement, “Restatement Lenders” means, Lenders having Tranche B Loans, Revolving Exposures and unused Revolving Commitments (in each case, as defined in the Existing Credit Agreement) representing more than 50% of the total Tranche B Loans, Revolving Exposures and unused Revolving Commitments (in each case, as defined in the Existing Credit Agreement) as of the Restatement Effective Date (determined immediately prior to the time that the conditions to the occurrence of the Restatement Effective Date are satisfied).

SECTION 2.  Restatement Effective Date.

(a)           The amendment and restatement of the Existing Credit Agreement provided for in Section 3 hereof shall be consummated at a closing to be held on the Restatement Effective Date at the offices of Cahill Gordon & Reindel LLP.

(b)           The “Restatement Effective Date” shall be specified by the Borrower, and shall be a date, not later than March 31, 2010, as of which all the conditions set forth or referred to in Section 6 hereof shall have been satisfied or waived.  The Borrower, by giving not less than

one Business Day’s prior written notice to the Administrative Agent, (i) shall propose a date as the Restatement Effective Date and (ii) may change a previously proposed date for the Restatement Effective Date.  The Administrative Agent shall notify the Lenders of any such proposed date or change.  This Agreement shall terminate at 5:00 p.m., New York City time, on March 31, 2010, if the Restatement Effective Date shall not have occurred at or prior to such time.

SECTION 3.  Amendment and Restatement of the Existing Credit Agreement; Loans and Letters of Credit; Reaffirmation.

(a)           Effective on the Restatement Effective Date, the Existing Credit Agreement (excluding the annexes, schedules and exhibits thereto that are not attached as part of Exhibit A hereto, which shall remain unchanged) is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Restated Credit Agreement”).  From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated Credit Agreement.

(b)           Subject to Section 4 below, all “Revolving Commitments” as defined in and in effect under the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all “Loans” and “Letters of Credit” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date, the terms of the Restated Credit Agreement will govern the rights and obligations of the Borrower, the Lenders, the applicable Issuing Bank and the Agents with respect thereto.

(c)           The amendment and restatement of the Existing Credit Agreement as contemplated hereby shall not be construed to discharge or release the Borrower from any obligations owed to any Lenders under the Existing Credit Agreement, which shall remain owing under the Restated Credit Agreement.

(d)           Each of the Reaffirming Parties hereby consents to the Restated Credit Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Loan Documents to which it is party (the “Reaffirmed Loan Documents”) including but not limited to those Loan Documents set forth on Schedule 1 attached hereto, and agrees that notwithstanding the effectiveness of the Restated Credit Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Restated Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required under any applicable law or that is reasonably requested by the Administrative Agent to ensure compliance by the Borrower and each Guarantor with Sections 5.11 and 5.12 of the Restated Credit Agreement and hereby reaffirms its obligations under each similar provision of each Reaffirmed Loan Document to which it is a party.

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(e)           Each of the Reaffirming Parties party to each of the Reaffirmed Loan Documents hereby confirms and agrees that the Revolving Loans and Term Loans (in each case, for the avoidance of doubt, of any Class) have constituted and continue to constitute Secured Obligations (or any word of like import) under such documents.

SECTION 4.  Classification of Revolving Commitments and Revolving Credit Exposure; Etc.

(a)           Effective upon the Restatement Effective Date (i) each Revolving Lender that, on or prior to 5:00 p.m. New York City time on March 12, 2010 (or such later time or date as shall be specified by notice from the Administrative Agent and the Borrower to the Revolving Lenders) (the “Delivery Deadline”), has executed and delivered to the Administrative Agent (or its counsel) a counterpart of this Agreement (or evidence thereof as contemplated by Section 6(a) below) indicating an election to become a Class A Revolving Lender shall be a Class A Revolving Lender under the Restated Credit Agreement, and its Revolving Commitment and Revolving Loans (each as defined in the Existing Credit Agreement) shall be a Class A Revolving Commitment and Class A Revolving Loans thereunder, respectively, (ii) each other Revolving Lender shall be a Class B Revolving Lender under the Restated Credit Agreement, and its Revolving Commitment and Revolving Loans (each as defined in the Existing Credit Agreement) shall be a Class B Revolving Commitment and Class B Revolving Loans thereunder, respectively, (iii) each Class B Revolving Lender shall be released from its participations or obligations to acquire participations in all Letters of Credit and Swingline Loans and (iv) each Class A Lender shall have a participation or obligations to acquire a participation in each Letter of Credit or Swingline Loan equal to its applicable Pro Rata Percentage, in accordance with the Restated Credit Agreement.

(b)           The Administrative Agent is hereby authorized to prepare Schedule 1.01(d) to the Restated Credit Agreement, reflecting the Class A Revolving Commitments and Class B Revolving Commitments as of the Restatement Effective Date after giving effect to the reclassification contemplated in clause (a) above, and prepare a version of the Restated Credit Agreement that gives effect to such reclassification.  Promptly after the Restatement Effective Date, the Administrative Agent shall make available to the Borrower and the Lenders copies of the version of the Restated Credit Agreement and Schedule 1.01(d) thereto so prepared by it, and the amounts reflected therein shall be conclusive absent demonstrable error.

(c)           Promptly upon the effectiveness of the amendment and restatement of the Existing Credit Agreement as provided herein, the Borrower shall deliver Borrowing Requests with respect to the continuing, outstanding Revolving Borrowings under the Restated Credit Agreement, identifying each such Borrowing as a Class A Revolving Borrowing or a Class B Revolving Borrowing, as the case may be, and the amount thereof and, in the case of Eurocurrency Borrowings, the remaining Interest Periods.  Such Borrowing Requests shall not affect the interest rate or remaining Interest Period of any Borrowing or change the Adjusted LIBO Rate of any Borrowing, but shall be solely for the purpose of establishing the segregation of outstanding Class A Revolving Borrowings and Class B Revolving Borrowings.

(d)           If, after giving effect to the transactions contemplated hereby on the Restatement Effective Date, the Class A Revolving Exposure exceeds the Class A Revolving

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Commitments, then the Borrower shall prepay Class A Revolving Loans, on the Restatement Effective Date, in such amount as shall be necessary to eliminate such excess.  The undersigned Lenders hereby waive any requirement of prior notice of any such prepayment.  Section 2.13 of the Restated Credit Agreement shall apply to any such prepayment.

SECTION 5.  Amendment Fees and Upfront Fee.  The Borrower agrees to pay to the Administrative Agent, (a) for the account of each Tranche B Lender that delivers a counterpart to this Agreement at or prior to the Delivery Deadline which evidences its consent to the amendments reflected in the Restated Credit Agreement, without respect to the amendments that relate to the extension of the maturity of the Revolving Commitments (as defined in the Existing Credit Agreement), a fee equal to 0.50% of the aggregate amount of such Tranche B Lender’s Tranche B Loans (the “Tranche B Amendment Fee”), (b) for the account of each Revolving Lender that delivers a counterpart to this Agreement at or prior to the Delivery Deadline which evidences its consent to the amendments reflected in the Restated Credit Agreement, without respect to the amendments that relate to the extension of the maturity of the Revolving Commitments (as defined in the Existing Credit Agreement), a fee equal to 0.50% of the aggregate amount of such Revolving Lender’s Revolving Commitment (the “Revolving Amendment Fee” and, together with the Tranche B Amendment Fee, the “Amendment Fee”) and (c) for the account of each Revolving Lender that delivers a counterpart to this Agreement at or prior to the Delivery Deadline which evidences its consent to the amendments reflected in the Restated Credit Agreement that relate to the extension of the maturity of the Revolving Commitments and evidences its agreement to extend the maturity of its Revolving Commitments, a fee equal to 1.00% of the aggregate amount of such Revolving Lender’s Revolving Commitment (the “Upfront Fee”).  The Amendment Fee and the Upfront Fee shall be payable on the Restatement Effective Date.  For the avoidance of doubt, no Revolving Lender may deliver a counterpart to this Agreement which evidences its consent to the amendments reflected in the Restated Credit Agreement that relate to the extension of the maturity of its Revolving Commitments without such Revolving Lender also evidencing its consent to the amendments that do not relate to the extension of the maturity of its Revolving Commitments.

SECTION 6.  Conditions.  The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:

(a)           The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Subsidiary Loan Parties and the Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Revolving Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in each case evidencing the consent of the Restatement Lenders to the amendments reflected in the Restated Credit Agreement (without respect to the amendments reflected in the Restated Credit Agreement that relate to the extension of the maturity of the Revolving Commitments).

(b)           The Administrative Agent (or its counsel) shall have received from Revolving Lenders having Revolving Exposures (as defined in the Existing Credit Agreement) and unused Revolving Commitments (as defined in the Existing Credit Agreement) representing, in the aggregate, not less than $20.0 million of the total Revolving Exposures (as defined in the

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Existing Credit Agreement) and unused Revolving Commitments (as defined in the Existing Credit Agreement) on the Restatement Effective Date, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in each case evidencing the consent of such Revolving Lenders to the amendments reflected in the Restated Credit Agreement that relate to the extension of the maturity of the Revolving Commitments.

(c)           The Administrative Agent (or its counsel) shall have received from the Swingline Lender, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in each case evidencing the consent of the Swingline Lender to the amendments reflected in the Restated Credit Agreement that relate to the extension of the maturity of the Swingline Loans.

(d)           The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Baker & Hostetler LLP, special counsel for the Borrower, in substantially the form set forth in Exhibit B hereto, and (ii) Colorado, Louisiana, Nevada, Ohio and Virginia counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and in each case covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request.  The Borrower hereby requests such counsel to deliver such opinions.

(e)           The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and any other customary legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(f)            Each of the conditions set forth in clauses (a)-(d) of Section 4.02 of the Restated Credit Agreement shall be satisfied as of the Restatement Effective Date (as though (i) a Borrowing were being made on the Restatement Effective Date, (ii) in Article III of the Restated Credit Agreement, the term “Closing Date” refers to the “Restatement Effective Date” and (iii) in Section 3.04 of the Restated Credit Agreement, “fiscal years ended December 31, 2005, 2004 and 2003” refers to “fiscal years ended December 31, 2009, 2008 and 2007”) and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the condition in this paragraph.

(g)           The Administrative Agent shall have received (i) all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoiced in writing at least one Business Day prior to the Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be

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reimbursed or paid by any Loan Party hereunder or under any other Loan Document, (ii) all accrued and unpaid interest under the Existing Credit Agreement in respect of the Loans and all accrued and unpaid fees under paragraph (a) and clause (i) of paragraph (c) of Section 2.15 of the Existing Credit Agreement and (iii) any prepayment required by Section 4(e) hereof.  If any LC Disbursements are outstanding as of the Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon.

(h)           After giving effect to the Restatement Transactions, the Company and the Guarantors shall be in compliance with the requirements of Sections 5.11, 5.12 and 5.13 of the Restated Credit Agreement, and in connection therewith, the Administrative Agent shall have received any related documentation that the Administrative Agent or its counsel reasonably requests in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the consummation of the amendment and restatement of the Existing Credit Agreement shall not become effective unless each of the foregoing conditions is satisfied or waived at or prior to 5:00 p.m., New York City time, on March 31, 2010 (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement).

SECTION 7.  Effectiveness; Counterparts; Amendments.  This Agreement shall become effective when copies hereof which, when taken together, bear the signatures of the Borrower, the Subsidiary Loan Parties, the Administrative Agent, the Swingline Lender and the Restatement Lenders shall have been received by the Administrative Agent.  This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Subsidiary Loan Parties, the Administrative Agent and the Restatement Lenders, with respect to the amendments in the Restated Credit Agreement that relate to the extension of the maturity of the Revolving Commitments, each Lender party hereto that will become a Class A Revolving Lender upon satisfaction of the conditions set forth in Section 6 hereof and, with respect to the amendments in the Restated Credit Agreement that relate to the extension of the maturity of the Swingline Commitment, the Swingline Lender.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.  No Novation.  Neither this Agreement nor the execution, delivery or effectiveness of the Restated Credit Agreement shall discharge or release the Lien or priority of any Reaffirmed Loan Document or any other security therefor.  This Agreement shall not extinguish the Obligations outstanding under the Existing Credit Agreement.  The provisions of Sections 2.12, 2.13, 2.15 and 10.03 of the Restated Credit Agreement will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date.  This Agreement shall be a Loan Document for all purposes.  Each of the Reaffirmed Loan Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or in connection herewith.

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SECTION 9.  Notices.  All notices hereunder shall be given in accordance with the provisions of Section 10.01 of the Restated Credit Agreement.

SECTION 10.  Applicable Law; Waiver of Jury Trial.

(A)          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(B)          EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.10 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 11.  Headings.  The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

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The undersigned evidences its consent to the amendments reflected in the Restated Credit Agreement, including the amendments that relate to the extension of the maturity of the Swingline Commitment.

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SCHEDULE 1

Reaffirmed Loan Documents

Guarantee Agreement, dated June 16, 2006, among Jacobs Entertainment, Inc., the subsidiaries party thereto and Credit Suisse AG, Cayman Islands Branch (formerly Credit Suisse, Cayman Islands Branch), and each supplement, amendment and joinder thereto

Security Agreement, dated June 16, 2006, among Jacobs Entertainment, Inc., the subsidiaries party thereto and Credit Suisse AG, Cayman Islands Branch (formerly Credit Suisse, Cayman Islands Branch), and each supplement, amendment and joinder thereto

EXHIBIT A

$100,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 16, 2006,

As Amended and Restated as of March 31, 2010,

among

Jacobs Entertainment, Inc.,
as Borrower,

the Lenders party hereto

and

Credit Suisse Securities (USA) LLC
and
CIBC World Markets Corp.,
as Joint Lead Arrangers and Joint Bookrunners,

and

CIBC World Markets Corp.,
as Syndication Agent,

and

Wells Fargo Bank, National Association,
as Documentation Agent and Swingline Lender,

and

CIT Lending Services Corporation,
as Documentation Agent,

and

Credit Suisse AG, Cayman Islands Branch,
as Issuing Bank, Administrative Agent and Collateral Agent

TABLE OF CONTENTS

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(1)                                  An Amended and Restated Annex I is attached hereto.

(2)           No schedules to the Existing Credit Agreement are being amended or restated. Schedules 1.01(c) and (d) are added hereto.

(3)           No exhibits to the Existing Credit Agreement are being amended or restated.

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) dated as of June 16, 2006, as amended and restated as of March 31, 2010, among Jacobs Entertainment, Inc., a Delaware corporation (“Borrower”), the Lenders, CIBC World Markets Corp., as syndication agent (in such capacity, “Syndication Agent”), Wells Fargo Bank, National Association, as documentation agent (in such capacity “Documentation Agent”) and as swingline lender (in such capacity, “Swingline Lender”), CIT Lending Services Corporation, as documentation agent (in such capacity “Documentation Agent”), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

WITNESSETH:

WHEREAS, Borrower previously entered into (a) an agreement with Gameco Holdings, Inc. (“Gameco”), dated as of May 26, 2006 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “TPSH Agreement”), pursuant to which certain Restricted Subsidiaries of Borrower acquired (the “TPSH Acquisition”) two truck stop gaming plazas in Vinton and Denham Springs, Louisiana from unrelated third parties, (b) an asset purchase agreement dated November 2, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Pinon Agreement”) with Capital City Entertainment, Inc. (the “Seller”) pursuant to which a Restricted Subsidiary of Borrower acquired (the “Pinon Acquisition”) all of the assets of the Best Western Pinon Plaza Resort, a division of the Seller (“Pinon Plaza”), and (c) an asset purchase agreement with Gameco dated as of May 16, 2006 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Gameco Agreement”) pursuant to which Borrower acquired (the “Gameco Acquisition”) three truck stop gaming plazas and land for a fourth truck stop gaming plaza, each in Louisiana;

WHEREAS, on the Closing Date, Borrower refinanced the outstanding $148.0 million aggregate principal amount of its 11.875% senior secured notes due 2009 (the “Existing Notes”) and other outstanding Indebtedness of approximately $26.5 million and paid related premiums (approximately $9.4 million), fees and expenses;

WHEREAS, in connection with the Refinancing, Borrower offered to purchase the Existing Notes pursuant to a tender offer (the “Tender Offer”) and on the Closing Date (as defined herein) gave an irrevocable notice of redemption with respect to Existing Notes not tendered in the early consent portion of the Tender Offer (such notice and the delivery thereof, the “Existing Notes Redemption Notice” and all transactions related to such redemption and the consummation thereof, the “Existing Notes Redemption”);

WHEREAS, Borrower issued $210.0 million in aggregate principal amount of Senior Notes in connection with the TPSH Acquisition, the Pinon Acquisition, the Gameco Acquisition, the Refinancing and the Additional Transactions;

WHEREAS, except for the Pinon Acquisition which was consummated on June 25, 2006, the TPSH Acquisition which was consummated on June 16, 2006 and the redemption of Existing Notes not purchased in the Tender Offer, but that were irrevocably called for redemption, the Refinancing, the Acquisitions, the Additional Transactions and the issuance of the Senior Notes were consummated simultaneously on the Closing Date;

WHEREAS, Borrower previously requested the Lenders to extend credit in the form of (a) Tranche B Loans on the Closing Date, in an aggregate principal amount not in excess of $40,000,000, (b) Delayed Draw Tranche B Loans after the Closing Date, in an aggregate principal amount not in excess of $20,000,000, and (c) Revolving Loans at any time after the Closing Date and from time to time prior to the Revolving Maturity Date (as defined in the Existing Credit Agreement), in an aggregate principal amount at any time outstanding not in excess of $40,000,000;

WHEREAS, Borrower previously requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date (as defined in the Existing Credit Agreement), in an aggregate principal amount at any time outstanding not in excess of $5,000,000;

WHEREAS, Borrower previously requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by Borrower and its Restricted Subsidiaries; and

WHEREAS, pursuant to the Amendment and Restatement Agreement, Borrower has requested, and the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, that the Existing Credit Agreement be amended and restated in its entirety as provided herein effective upon satisfaction of the conditions set forth in the Amendment and Restatement Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 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, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

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“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Tranche B Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Accounting Change” shall have the meaning assigned to such term in Section 1.04.

“Acquisition Agreements” means the TPSH Agreement, the Pinon Agreement and the Gameco Agreement.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition or Permitted Truck Plaza Acquisition and all other payments by Borrower or any of its Restricted Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition or Permitted Truck Plaza Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or Permitted Truck Plaza Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Restricted Subsidiaries.

“Acquisition Documents” shall mean the Acquisition Agreements and all other documents executed and delivered with respect to the Acquisition Agreements.

“Acquisitions” shall mean the TPSH Acquisition, the Pinon Acquisition and the Gameco Acquisition.

“Additional Transactions” shall mean (a) a Dividend by Borrower in an amount not to exceed $10.0 million and (b) a return of capital in an amount not to exceed $8.8 million to the holders of Borrower’s Equity Interests in respect of the December 2005 capital contribution made by such holders.

“Adjusted LIBOR Rate” shall mean, with respect to any LIBOR Borrowing for any Interest Period, (a) an interest rate per annum determined by the Administrative Agent to be equal to the LIBOR Rate for such LIBOR Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such LIBOR Borrowing for such Interest Period.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article X.

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“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit A.

“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 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

“Agents” shall mean the Syndication Agent, each of the Documentation Agents, the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted LIBOR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, the Adjusted LIBOR Rate for any day shall be based on the rate determined on such day at approximately 11 a.m. (London time) by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates). If the Administrative Agent shall have 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 Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Amendment and Restatement Agreement” means the Amendment and Restatement Agreement, dated as of March 31, 2010, among the Borrower, the Administrative Agent, the Lenders party thereto and the Swingline Lender.

“Amendment No. 1” shall mean Amendment No. 1, dated as of June 16, 2006, to the Agreement, among the Borrower, the Administrative Agent and the Lenders party thereto.

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“Amendment No. 2” shall mean Amendment No. 2, dated as of February 5, 2009, to the Agreement, among the Borrower, the Administrative Agent and the Lenders party thereto.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Fee” shall mean, for any day, with respect to (i) any Revolving Commitment, 0.75% per annum and (ii) any Delayed Draw Tranche B Commitment, 1.00% per annum.

“Applicable Margin” shall mean, for any day, with respect to any Tranche B Loan, 3.00% in the case of Eurodollar Loans and 2.00% in the case of ABR Loans and, with respect to any Revolving Loan, the applicable percentage set forth below under the appropriate caption based upon the Total Leverage Ratio as of the most recent determination date:

Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio shall be effective with respect to all Revolving Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(d), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change.  Notwithstanding the foregoing, the Total Leverage Ratio shall be deemed to be in Level III from the Closing Date to the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(b) and Section 5.01(d) for the fiscal period ended after the Closing Date and shall be deemed to be in Level I (i) at any time during which Borrower has failed to deliver the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(d), respectively, and (ii) at any time during the existence of an Event of Default.

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

“Arrangers” shall mean Credit Suisse Securities (USA) LLC and CIBC World Markets Corp as Joint Lead Arranger and Joint Bookrunners.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property (including any Colonial Downs Sale) excluding sales of inventory and dispositions of cash and Cash Equivalents, in each case, in the ordinary course of business, by Borrower or any of its Restricted Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Borrower, in each case, to any person other than (i) Borrower, (ii) any Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the rate of interest implicit in such Sale and Leaseback Transaction, determined in accordance with GAAP) of the total obligations of the lessee for net rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Available Liquidity Condition” shall mean that, at April 30, 2011, the aggregate amount of (i) cash and Cash Equivalents that appear on the consolidated balance sheet of Borrower and its Restricted Subsidiaries in excess of Casino Bankroll at March 31, 2011 plus (ii) the available portion of Class A Revolving Commitments at March 31, 2011 plus (iii) the aggregate amount of cash investments in Borrower between March 31, 2011 and April 30, 2011 to the extent that (x) such investments are in the form of common stock of Borrower and (y) a copy of an irrevocable notice of intent to make such investment is delivered to the Administrative Agent on or before April 4, 2011, together is not less than $10.0 million.

“Base Rate” shall mean the rate per annum as announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Base Rate shall be effective from and including the date such change is effective.  The prime rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to

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acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, if applicable, (iii) in the case of any partnership, the Board of Directors of the general partner of such person, if applicable, and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by 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.

“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 LIBOR 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 Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Borrower and its Restricted Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(f) and (ii) any portion of such expenditures attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.  For purposes of this definition, the purchase price of equipment or other fixed assets that are purchased simultaneously with the trade-in of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such assets for the assets being traded in at such time or the amount of such insurance proceeds, as the case may be.

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“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.

“Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits, certificates of deposit and Eurodollar time deposits of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds at least 95% of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind, (b) items described in clause (c) of the definition of “Consolidated Interest Expense” and (c) gross interest income of Borrower and its Restricted Subsidiaries for such period.

“Casino Bankroll” shall mean only the amount of cash or Cash Equivalents required by the provisions of applicable Gaming Law (including Section 6.150 of the Regulations of the Nevada Gaming Commission) to satisfy the casino minimum bankroll requirements, mandatory game security reserves, allowances for redemption of casino chips and tokens, or payment of winning wagers to gaming patrons.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Borrower or any of its Restricted Subsidiaries.  “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or

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occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., and all implementing regulations.

“Change in Control” means the occurrence of any of the following:

(a)           the occurrence of a change of control as defined under the documents governing or evidencing any Material Indebtedness;

(b)           any person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than the Permitted Holders, becomes the Beneficial Owner of more than 33-1/3% of the total voting power of Borrower’s Voting Stock, and the Permitted Holders Beneficially Own, in the aggregate, a lesser percentage of the total voting power of the Voting Stock of Borrower than such other person or Group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of Borrower;

(c)           there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Borrower to any person or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture), other than to the Permitted Holders;

(d)           there is consummated any consolidation or merger of Borrower in which Borrower is not the continuing or surviving person or pursuant to which the common stock of Borrower would be converted into cash, securities or other property, other than a merger or consolidation of Borrower in which the holders of the capital stock of Borrower outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the voting power of the surviving corporation immediately after such consolidation or merger; or

(e)           the first day on which a majority of the members of the Board of Directors of Borrower are not Continuing Directors.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the date of the Existing Credit Agreement, of any of the following:  (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

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“Charges” shall have the meaning assigned to such term in Section 10.14.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Class A Revolving Loans, Class B Revolving Loans, Incremental Revolving Loans that are not Class A Revolving Loans or Class B Revolving Loans, Tranche B Loans, Incremental Tranche B Loans that are not Tranche B Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Class A Revolving Commitment, Class B Revolving Commitment, Tranche B Commitment or Swingline Commitment, in each case, under this Agreement as in effect on the Restatement Effective Date or pursuant to Section 2.19, and when used in reference to any Revolving Lender, refers to whether such Revolving Lender is a Class A Revolving Lender or a Class B Revolving Lender.

“Class A Revolving Availability Period” shall mean the period from and including the Restatement Effective Date to but excluding the earlier of (i) the Business Day preceding the Class A Revolving Maturity Date and (ii) the date of termination of the Class A Revolving Commitments.

“Class A Revolving Borrowing” shall mean a Borrowing comprised of Class A Revolving Loans.

“Class A Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Class A Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such Lender assumed its Class A Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) increased pursuant to Section 2.19 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.  The amount of each Class A Revolving Lender’s Class A Revolving Commitment on the Restatement Effective Date is as set forth on Schedule 1.01(d) hereto (determined as provided in the Amendment and Restatement Agreement), or in the Assignment and Acceptance pursuant to which such Class A Revolving Lender shall have assumed its Class A Revolving Commitment, as applicable.

“Class A Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Class A Revolving Loans of such Lender, plus the aggregate amount at such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at such time of such Revolving Lender’s Swingline Exposure.

“Class A Revolving Lender” shall mean a Lender with a Class A Revolving Commitment.

“Class A Revolving Loan” shall mean (a) each Revolving Loan outstanding under (and as defined in) the Existing Credit Agreement as of the Restatement Effective Date as to which the Lender of such Revolving Loan is a party to the Amendment and Restatement Agreement and (b) a Loan made on or after the Restatement Effective Date pursuant to Section

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2.01(b).  Each Class A Revolving Loan shall either be an ABR Revolving Loan or a LIBOR Revolving Loan.

“Class A Revolving Maturity Date” shall mean June 16, 2012, or if such day is not a Business Day, the first Business Day thereafter; provided that the Class A Revolving Maturity Date shall be deemed to mean June 16, 2011, or if such day is not a Business Day, the first Business Day thereafter, unless the Available Liquidity Condition has been satisfied or waived.

“Class B Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Class B Revolving Maturity Date and (ii) the date of termination of the Class B Revolving Commitments.

“Class B Revolving Borrowing” shall mean a Borrowing comprised of Class B Revolving Loans.

“Class B Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Class B Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such Lender assumed its Class B Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.  The amount of each Class B Revolving Lender’s Class B Revolving Commitment on the Restatement Effective Date is as set forth on Schedule 1.01(d) hereto (determined as provided in the Amendment and Restatement Agreement), or in the Assignment and Acceptance pursuant to which such Class B Revolving Lender shall have assumed its Class B Revolving Commitment, as applicable.

“Class B Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Class B Revolving Loans of such Lender.

“Class B Revolving Lender” shall mean a Lender with a Class B Revolving Commitment.

“Class B Revolving Loan” shall mean (a) each Revolving Loan outstanding under (and as defined in) the Existing Credit Agreement as of the Restatement Effective Date as to which the Lender of such Revolving Loan is not a party to the Amendment and Restatement Agreement and (b) a Loan made on or after the Restatement Effective Date pursuant to Section 2.01(c).  Each Class B Revolving Loan shall either be an ABR Revolving Loan or a LIBOR Revolving Loan.

“Class B Revolving Maturity Date” shall mean June 16, 2011, or if such day is not a Business Day, the first Business Day thereafter.

“Closing Date” shall mean June 16, 2006, the date of the initial Credit Extension under the Existing Credit Agreement.

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“Code” shall mean the Internal Revenue Code of 1986.

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Colonial Downs Business” shall mean the business and assets owned by Borrower and its Restricted Subsidiaries on the Closing Date at the Colonial Downs track facility in New Kent, Virginia and the satellite wagering facilities in the State of Virginia and any business or assets within the State of Virginia hereafter acquired prior to the first, if any, asset sale pursuant to Section 6.06(g) which are substantially related thereto or are reasonable extensions thereof (including instant racing assets).

“Colonial Downs Sale” shall mean any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of all or part of the Colonial Downs Business after the Closing Date.

“Commitment” shall mean, with respect to any Lender, such Lender’s Class A Revolving Commitment, Class B Revolving Commitment, Tranche B Commitment or Swingline Commitment and any Commitment to make term loans of a new Class extended by such Lender as provided in Section 2.19.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Companies” shall mean Borrower and its Restricted Subsidiaries; and “Company” shall mean any one of them.

“Completion Certificate” means a certificate executed by Borrower, the applicable Loan Party, General Contractor and Inspecting Engineer stating that the applicable Project is completed and the facility affected by the work is completely operational subject to punch list and similar post-completion items.

“Completion Date” means the earlier of the date upon which the applicable Construction Contract contemplates completion of the applicable Project, or the date a Completion Certificate is issued for the applicable Project executed by Borrower, the applicable Loan Party, General Contractor and Inspecting Engineer, whichever shall first occur.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated May 2006.

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“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Borrower and the Guarantors for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Borrower and the Guarantors which may properly be classified as current assets on a consolidated balance sheet of Borrower and the Guarantors in accordance with GAAP, excluding Casino Bankroll.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Borrower and the Guarantors which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of Borrower and the Guarantors in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Borrower and the Guarantors for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Guarantor only if a corresponding amount would be permitted at the date of determination to be distributed to Borrower by such Guarantor without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Guarantor or its equityholders):

(a)           Consolidated Interest Expense for such period;

(b)           Consolidated Amortization Expense for such period;

(c)           Consolidated Depreciation Expense for such period;

(d)           Consolidated Tax Expense for such period;

(e)           costs and expenses directly incurred in connection with the Transactions (not to exceed $9,000,000);

(f)            Pre-Opening Expenses;

(g)           costs and expenses in an aggregate amount not to exceed $10,500,000 associated with Borrower’s purchase (through a Guarantor) of all the outstanding Equity Interests of Maryland-Virginia Racing Circuit, Inc. in August 2005;

(h)           the aggregate amount of all other non-cash charges (including (x) goodwill impairment charges in accordance with Statement of Financial Accounting Standards No. 142 and (y) non-cash management compensation expense) reducing Consolidated Net

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Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period;

(i)            transaction expenses related to Permitted Acquisitions;

(j)            reasonable transaction expenses or out-of-pocket fees incurred in connection with any other debt financing, equity offering, acquisition or disposition allowed under this Agreement;

(k)           Borrower’s costs and expenses, in an aggregate amount not to exceed $1,450,000, directly related to lobbying activity for and the promotion of passage of Amendment 50 to the constitution of the State of Colorado;

(l)            fees, expenses and charges paid or incurred in connection with the execution, effectiveness and delivery of the Amendment and Restatement Agreement; and

(m)          any unusual or non-recurring losses or expenses not to exceed $2,500,000 in any period of four consecutive fiscal quarters; and

(y) subtracting therefrom the sum of (i) the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) and (ii) interest income, in each case for such period.

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Acquisitions, the commencement of operations of any Substantial Project, any Permitted Acquisition and Asset Sales (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period thereof as if the Acquisitions and each such Permitted Acquisition or commencement of operations of any Substantial Project had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Cash Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Borrower and the Guarantors for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a)           imputed interest on Capital Lease Obligations and Attributable Indebtedness of Borrower and the Guarantors for such period;

(b)           commissions, discounts and other fees and charges owed by Borrower or any of the Guarantors with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

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(c)           amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Borrower or any of the Guarantors for such period;

(d)           cash contributions to any employee stock ownership plan or similar trust made by Borrower or any of the Guarantors to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Borrower or a Wholly Owned Restricted Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(e)           all interest paid or payable with respect to discontinued operations of Borrower or any of the Guarantors for such period; and

(f)            the interest portion of any deferred payment obligations of Borrower or any of the Guarantors for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements related to interest rates.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with the Acquisitions, any Permitted Acquisitions, Substantial Projects and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.  Notwithstanding anything to the contrary in this definition, Consolidated Interest Expense will not include any interest expense incurred on the Existing Notes.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Borrower and the Guarantors determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a)           the net income (or loss) of any Unrestricted Subsidiary or any person (other than a Guarantor) in which any person other than Borrower and the Guarantors has an ownership interest, in each case except to the extent that cash in an amount equal to any such income has actually been received by Borrower or (subject to clause (b) below) any of the Guarantors during such period;

(b)           the net income of any Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Guarantor of that income is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to that Guarantor during such

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period, except that Borrower’s equity in net loss of any such Guarantor for such period shall be included in determining Consolidated Net Income;

(c)           any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Borrower or any of the Guarantors upon any Asset Sale (other than any dispositions in the ordinary course of business) by Borrower or any of the Guarantors;

(d)           gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(e)           earnings resulting from any reappraisal, revaluation or write-up of assets;

(f)            unrealized gains and losses with respect to Hedging Obligations for such period;

(g)           any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Borrower or any of the Guarantors during such period;

(h)           the cumulative effect of any change in accounting principles; and

(i)            if Borrower is a Flow Through Entity during such period, an amount equal to the maximum Permitted Tax Distribution made or that could be made.

“Consolidated Net Total Debt” means, as of any date of determination, (x) the aggregate amount of all Indebtedness of Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP plus Contingent Obligations of the type described in clause (b)(i) of the definition thereof minus (y) the aggregate amount of cash and Cash Equivalents that would appear on the consolidated balance sheet of Borrower and its Restricted Subsidiaries in excess of Casino Bankroll, in each case as of such date of determination.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of Borrower and the Guarantors for such period, determined on a consolidated basis in accordance with GAAP plus, without duplication, any Permitted Tax Distribution solely to the extent deducted in calculating Consolidated Net Income.

“Construction Completion Bond” means a bond, in form and substance reasonably satisfactory to the Administrative Agent, issued by a bonding company reasonably acceptable to the Administrative Agent, in an amount and for a period of time necessary to complete the applicable Project pursuant to the Plans and Specifications therefor, and including such endorsements as Administrative Agent may reasonably require.

“Construction Contracts” means (i) those certain contracts described in Schedule 3.24 and (ii) any and all contracts, written or oral, between Borrower, any applicable Loan Party and any Contractor and any subcontractor and between any of the foregoing and any other

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person relating in any way to the construction of any Project, including the performing of labor or the furnishing of standard or specially fabricated materials in connection therewith.

“Consulting Agreement” shall mean the Amended and Restated Consulting Agreement dated January 1, 2006 between Borrower and Jacobs Investments Management Co., Inc.

“Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

(a)           Borrower shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

(b)           at the option and at the request of the Administrative Agent, to the extent such Lien is in an amount in excess of $500,000 the appropriate Loan Party shall maintain cash reserves in an amount sufficient to pay and discharge such Lien and the Administrative Agent’s reasonable estimate of all interest and penalties related thereto; and

(c)           such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Requirement of Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or

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determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Borrower who:

(1)           was a member of such Board of Directors on the Closing Date; or

(2)           was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Contractor” means and includes any person or entity, including any General Contractor, engaged to work on or furnish materials or supplies for any Project.

“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 agreement or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Controlled Investment Affiliate” means, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in Borrower or other portfolio companies.

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

“Dakota Development” shall mean the acquisition from Dakota/Blackhawk, LLC of 2.2258 acres of undeveloped land in Gilpin County, Colorado, 40,788 square feet of which are situated within the Black Hawk Gaming District, and the development and construction of a parking facility thereon.

“Debt Issuance” shall mean the incurrence by Borrower or any of its Restricted Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness for such period.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

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“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Defaulted Loan” shall have the meaning assigned to such term in Section 2.16(c).

“Defaulting Lender” shall have the meaning assigned to such term in Section 2.16(c).

“Default Period” shall have the meaning assigned to such term in Section 2.16(c).

“Delayed Draw Tranche B Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make a Delayed Draw Tranche B Loan hereunder after the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Delayed Draw Tranche B Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.  The aggregate amount of the Lenders’ Delayed Draw Tranche B Commitments on the Closing Date was $20,000,000.

“Delayed Draw Tranche B Lender” shall mean a Lender with a Delayed Draw Tranche B Commitment or an outstanding Delayed Draw Tranche B Loan.

“Delayed Draw Tranche B Loan” shall mean the term loans made by the Lenders to Borrower pursuant to Section 2.01(a)(ii).  Each Delayed Draw Tranche B Loan shall be either an ABR Term Loan or a LIBOR Term Loan.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

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“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests).  Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” shall mean a person that is (I) to the extent required under applicable Gaming Laws, a Qualified Person, and (II) (a) if the assignment does not include assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the Administrative Agent and Borrower (each such approval not to be unreasonably withheld or delayed) and (b) if the assignment includes assignment of a Revolving Commitment, (i) any Revolving Lender approved by the Administrative Agent and the Issuing Bank and (ii) any other person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each such approval not to be unreasonably withheld or delayed); provided that in each clause (a) and (b), (x) no approval of Borrower shall be required during the continuance of a Default or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers) and (y) “Eligible Assignee” shall not include Borrower or any of its Affiliates or Subsidiaries or any natural person.

“Elko Development” shall mean the development, renovation and upgrading of a leased 37,000 square foot building located on six acres of land in Elko, Nevada for gaming and food and beverage operations.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

“Employee Benefit Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) that is maintained or contributed to by any Company (or with respect to

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an employee benefit plan subject to Title IV of ERISA, any Company or its ERISA Affiliate) or with respect to which a Company could incur liability.

“Engagement Letter” shall mean the letter agreement dated May 3, 2006 between the Borrower and the Arrangers.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equipment” shall have the meaning assigned to such term in the Security Agreement.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Closing Date or issued thereafter, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Borrower after the Closing Date of any Equity Interests in Borrower (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (ii) any contribution to the capital of Borrower; provided, however, that an Equity

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Issuance shall not include (x) any Preferred Stock Issuance or Debt Issuance, (y) any such sale or issuance by Borrower of not more than an aggregate amount of 3.0% of its Equity Interests (including its Equity Interests issued upon exercise of any warrant or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to directors, officers or employees of any Company and (z) any Excluded Issuance.

“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, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, 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 by regulation); (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), whether or not waived; (c) the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company 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, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or 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; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(h).

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus, without duplication:

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(a)           Debt Service for such Excess Cash Flow Period;

(b)           any voluntary prepayments of Tranche B Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period;

(c)           Capital Expenditures during such Excess Cash Flow Period that are paid in cash, net of all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

(d)           Consolidated Tax Expense to the extent actually paid;

(e)           the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(f)            losses excluded from the calculation of Consolidated Net Income by operation of clause (c) of the definition thereof that are paid in cash during such Excess Cash Flow Period; and

(g)           to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to Borrower or any of its Restricted Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(i)           the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii)            income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10(c), (d) or (f));

(iii)            if and to the extent deducted in the computation of Consolidated EBITDA, interest income; and

(iv)           to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by Borrower or any of its Restricted Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

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“Excess Cash Flow Period” shall mean (i) the period taken as one accounting period from January 1, 2007 and ending on December 31, 2007 and (ii) each fiscal year of Borrower thereafter.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Issuance” shall mean an issuance and sale of Qualified Capital Stock of Borrower (other than to a Subsidiary of Borrower) to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to prepay Tranche B Loans or Revolving Loans (with a dollar-for-dollar reduction in Revolving Commitments pursuant to Section 2.10(a)), or finance Expansion Capital Expenditures or one or more Investments permitted pursuant to Sections 6.04 (e), (i), (k), (l) or (m); provided that such Net Cash Proceeds are not used as the basis for incurring Indebtedness pursuant to Section 6.01 (f); provided, further, that the issuance and sale of Qualified Capital Stock of Borrower for purposes of satisfying the Available Liquidity Condition as contemplated by the proviso in the definition thereof shall not be deemed an Excluded Issuance.

“Excluded Subsidiary” shall mean each Subsidiary of Borrower designated as such by Borrower after the Closing Date by providing written notice to the Administrative Agent of such designation; provided that any Subsidiary designated as an Excluded Subsidiary which merges or consolidates with or into any other Subsidiary of Borrower that is a Guarantor shall cease to be an “Excluded Subsidiary” for purposes hereof.

“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 Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except (x) 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 Borrower with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by Borrower under Section 2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d), or (ii) is attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

“Executive Order” shall have the meaning assigned to such term in Section 3.22.

“Existing Credit Agreement” means the Credit Agreement, dated as of June 16, 2006, as amended by Amendment No. 1 and Amendment No. 2, and in effect immediately prior to the Restatement Effective Date.

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“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Existing Notes” shall have the meaning assigned to such term in the recitals hereto.

“Existing Notes Redemption” shall have the meaning assigned to such term in the recitals hereto.

“Existing Notes Redemption Notice” shall have the meaning assigned to such term in the recitals hereto.

“Expansion Capital Expenditures” shall mean Capital Expenditures other than Maintenance Capital Expenditures and otherwise attributable to increasing the size or capabilities of Gaming Facilities owned by Borrower or its Restricted Subsidiaries.

“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 of the United States 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.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.

“Final Maturity Date” shall mean the later of the Class A Revolving Maturity Date and the Tranche B Maturity Date.

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

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

“Flood Insurance Laws” means, collectively, (A) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (B) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (C) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (D) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Flow Through Entity” shall mean an entity that:

(1)           for Federal income tax purposes constitutes

(a)           an “S corporation,” as defined in Section 1361(a) of the Code,

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(b)           a “qualified subchapter S subsidiary,” as defined in Section 1361(b)(3)(B) of the Code,

(c)           a “partnership,” within the meaning of Section 7701(a)(2) of the Code, other than a “publicly traded partnership,” as defined in Section 7704 of the Code, or

(d)           an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service; and

(2)           for state and local jurisdictions in respect of which Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“Former Lender” shall have the meaning assigned to such term in Section 10.04(h).

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“Gameco” shall have the meaning assigned to such term in the recitals hereto.

“Gameco Acquisition” shall have the meaning assigned to such term in the recitals hereto.

“Gameco Agreement” shall have the meaning assigned to such term in the recitals hereto.

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“Gaming Authorities” shall mean any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, or any officer or official thereof, including, without limitation, each gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by Borrower or any of its Subsidiaries.

“Gaming Facility” shall mean any gaming establishment and other property or assets directly ancillary thereto or used in connection therewith, including any casinos, hotels, resorts, race tracks, theaters, parking facilities, recreational vehicle parks, timeshare operations, retail shops, restaurants, other buildings, land, golf courses and other recreation and entertainment facilities, marinas, vessels, barges, ships and related equipment.

“Gaming Law” shall mean any gaming laws or regulations of any jurisdictions to which Borrower or any of its Subsidiaries is or may at any time after the Closing Date be subject.

“Gaming Licenses” shall mean every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which Borrower or any of its Subsidiaries conducts business, and all applicable Liquor Licenses.

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

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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

“Guarantee Agreement” shall mean a Guarantee Agreement substantially in the form of Exhibit R among the Loan Parties and Collateral Agent.

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“Guaranteed Obligations” shall have the meaning assigned to such term in the Guarantee Agreement.

“Guarantees” shall mean the guarantees issued pursuant to the Guarantee Agreement by the Guarantors.

“Guarantors” shall mean each Restricted Subsidiary listed on Schedule 1.01(b), and each other Restricted Subsidiary that is or becomes a party to the Guarantee Agreement pursuant to Section 5.11, in each case other than Excluded Subsidiaries.

“Hazardous Materials” shall mean the following:  hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan Commitment” shall have the meaning assigned to such term in Section 2.19(a).

“Incremental Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.19(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.19(c).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (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 or accrued; (d) all obligations of such person under conditional sale or other title retention agreements relating to property 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

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course of business on normal trade terms and not overdue by more than 90 days); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above.  The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.  With respect to the Companies, Indebtedness shall not include the amount of any Existing Notes that have been validly called for redemption pursuant to the Existing Notes Redemption Notice and for which cash or Cash Equivalents have been deposited with the trustee under, and pursuant to the terms of, the indenture governing the Existing Notes.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Information” shall have the meaning assigned to such term in Section 10.12.

“Initial Pledge Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Initial Tranche B Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Loan hereunder on the Closing Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Initial Tranche B Commitment, as applicable, as the same may be reduced from time to time pursuant to Section 2.07.  The initial aggregate amount of the Lenders’ Initial Tranche B Commitments on the Closing Date was $40,000,000.

“Initial Tranche B Loans” shall mean Tranche B Loans made on the Closing Date pursuant to Section 2.01(a)(i).

“Inspecting Engineer” means an engineer licensed to practice in the state where the applicable Project is located, that is independent of the Borrower and the other Loan Parties and is reasonably acceptable to the Administrative Agent.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

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“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P.

“Interest Election Request” shall mean a request by Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, commencing with September 29, 2006, (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBOR Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Class B Revolving Loan, the Class B Revolving Maturity Date or such earlier date on which the Class B Revolving Commitments are terminated, (d) with respect to any Class A Revolving Loan or Swingline Loan, the Class A Revolving Maturity Date or such earlier date on which the Class A Revolving Commitments are terminated, (e) with respect to a Tranche B Loan, the Tranche B Maturity Date, (f) with respect to any Incremental Term Loan, the Incremental Term Loan Maturity Date and (g) with respect to any Incremental Revolving Loan, the Incremental Revolving Loan Maturity Date.

“Interest Period” shall mean, with respect to any LIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as Borrower may elect; provided that (a) if any Interest 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, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month 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.  The amendment to the Existing Credit Agreement effected pursuant to this Agreement shall not affect any Interest Period for any Loans outstanding on the Restatement Effective Date.

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“Investments” shall have the meaning assigned to such term in Section 6.04.

“Issuing Bank” shall mean, as the context may require, (a) Credit Suisse AG, Cayman Islands Branch, in its capacity as issuer of Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.

“Joinder Agreement” shall mean a supplement to the Guarantee Agreement substantially in the form of Annex I to the Guarantee Agreement.

“Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or such other form as may reasonably be acceptable to the Administrative Agent.

“LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18.  The amount of the LC Commitment shall initially be $5,000,000, but in no event exceed the Class A Revolving Commitment.

“LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

“LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time.  The LC Exposure of any Class A Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H, or such other form as shall be approved by the Administrative Agent.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender Addendum” shall mean, with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I, executed and delivered by such Lender on the Closing Date as provided in Section 10.15.

“Lenders” shall mean (a) the financial institutions listed on Schedule 1.01(d) hereto, (b) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (c) any financial institution that has become a party hereto pursuant to an Assignment

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and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.  Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” shall mean any Standby Letter of Credit issued or to be issued by an Issuing Bank for the account of Borrower pursuant to Section 2.18.  All outstanding Letters of Credit as of the Restatement Effective Date are set forth on Schedule 1.01(c) hereto.

“Letter of Credit Expiration Date” shall mean the date which is fifteen days prior to the Class A Revolving Maturity Date.

“LIBOR Borrowing” shall mean a Borrowing comprised of LIBOR Loans.

“LIBOR Loan” shall mean any LIBOR Revolving Loan or LIBOR Term Loan.

“LIBOR Rate” shall mean, with respect to any LIBOR Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“LIBOR Revolving Borrowing” shall mean a Borrowing comprised of LIBOR Revolving Loans.

“LIBOR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“LIBOR Term Borrowing” shall mean a Borrowing comprised of LIBOR Term Loans.

“LIBOR Term Loan” shall mean any Tranche B Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“License Revocation” shall mean the revocation, suspension, expiration without any previous or concurrent renewal, or loss of any Gaming License of any of the Companies for more than 60 days, in each case other than any voluntary relinquishment of a Gaming License if

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such relinquishment, in the reasonable good faith judgment of the Board of Directors of Borrower, evidenced by a resolution of such Board of Directors, is both desirable in the conduct of the business of Borrower and its Restricted Subsidiaries, taken as a whole, and would not in any material respect impair the Loan Parties’ ability to meet their obligations hereunder, or the appointment of a receiver, supervisor or similar official with respect to, any Gaming License or other casino, gambling or gaming license issued by any Gaming Authority covering any Gaming Facility owned, leased, operated or used by any of the Companies.

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (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 such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquor Authorities” shall mean any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or any city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, any other agency with authority to regulate the sale or distribution of alcoholic beverages.

“Liquor Laws” shall mean the statutes regarding the sale and distribution of alcoholic beverages enforced by the Liquor Authorities and the rules and regulations of the Liquor Authorities.

“Liquor License” shall mean any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Notes (if any), the Guarantee Agreement, the Security Documents and the Amendment and Restatement Agreement.

“Loan Parties” shall mean Borrower and the Guarantors.

“Loans” shall mean, as the context may require, a Revolving Loan, a Class A Revolving Loan, a Class B Revolving Loan, a Tranche B Loan or a Swingline Loan (and shall include any Loans contemplated by Section 2.19).

“Maintenance Capital Expenditures” shall mean expenditures made by Borrower or any of its Restricted Subsidiaries that are made to maintain, restore or refurbish the condition or usefulness of property of Borrower or any of its Restricted Subsidiaries, or otherwise to support the continuation of such person’s day-to-day operations as then conducted, but

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that are not properly chargeable to repairs and maintenance in accordance with GAAP, other than such expenditures made pursuant to Section 2.10(f).

“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, property, assets, nature of business, operations or condition (financial or otherwise) or material agreements of Borrower and its Restricted Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties, taken as a whole, to fully and timely perform any of their obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

“Material Indebtedness” shall mean (a) the Senior Notes and (b) any other Indebtedness (other than the Loans and Letters of Credit) or Hedging Obligations of Borrower or any of its Restricted Subsidiaries in an outstanding principal amount exceeding $3.0 million.  For purposes of determining Material Indebtedness, the “principal amount” in respect of any Hedging Obligations of any Loan Party at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if the related Hedging Agreement were terminated at such time.

“Material Real Property” shall mean any Real Property or option to purchase Real Property reasonably determined by the Administrative Agent to have a material value in excess of $500,000.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form of Exhibit J or other form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

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“Nautica Options” shall mean the right of Borrower to purchase and/or lease land and certain improvements on the west bank of the Cuyahoga River in Cleveland, Ohio pursuant to several option agreements entered into by Borrower as in effect on the Closing Date, as the exercise date thereof may be extended from time to time.

“Net Cash Proceeds” shall mean:

(a)           with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Borrower or any of its Restricted Subsidiaries (including cash proceeds subsequently received (as and when received by Borrower or any of its Restricted Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting, investment banking and other professional and transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Borrower or any of its Restricted Subsidiaries associated with the properties sold in 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); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 90 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b)           with respect to any Debt Issuance, any Equity Issuance or any other issuance or sale of Equity Interests by Borrower or any of its Restricted Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c)           with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“Non-Funding Default” shall mean, in respect of any Class A Revolving Lender, such Class A Revolving Lender (i) has notified the Administrative Agent, the Issuing Bank, the Swingline Lender, any Lender and/or Borrower in writing that it does not intend to comply with

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any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (ii) has failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (iii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (iv) in the case of a Class A Revolving Lender that has a Commitment, LC Exposure or Swingline Exposure outstanding at such time, shall take, or is the Subsidiary of any person that has taken, any action or be (or is) the subject of any action or proceeding of a type described in Section 8.01(g) or (h) (or any comparable proceeding initiated by a regulatory authority having jurisdiction over such Class A Revolving Lender or such person).

“Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Guarantor.

“Notes” shall mean any notes evidencing the Tranche B Loans, Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1, K-2 or K-3, as the case may be.

“Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrower under this Agreement and Borrower and the other Loan Parties under the other Loan Documents in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower under this Agreement and Borrower and the other Loan Parties under the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower under or pursuant to this Agreement and Borrower and the other Loan Parties under the other Loan Documents.

“OFAC” shall have the meaning assigned to such term in Section 3.22.

“Officers’ Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers, each in his or her official (and not individual) capacity.

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“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (b) acquisition of 100% of the Equity Interests of any person, and otherwise causing such person to become a Restricted Subsidiary of such person; or (c) merger or consolidation or any other combination with any person, if each of the following conditions is met:

(i)           no Default then exists or would result therefrom;

(ii)            after giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall be in compliance with the covenants set forth in Sections 6.10(a), (b), (c) and (e) as of the most recent Test Period (assuming, for purposes of Section 6.10, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period), and (B) the Total Unused Revolving Commitment shall be at least $10.0 million;

(iii)            no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the

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continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iv)           the person or business to be acquired shall be, or shall be engaged in, a business of the type that Borrower and the Restricted Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

(v)           the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi)           all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;

(vii)            with respect to any transaction involving Acquisition Consideration of more than $7.5 million, unless the Administrative Agent shall otherwise agree, Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (C) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;

(viii)            at least 5 Business Days prior to the proposed date of consummation of the transaction, Borrower shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect;

(ix)            the Acquisition Consideration for all Permitted Acquisitions since the Closing Date shall not exceed $25.0 million, plus the amount of Net Cash Proceeds from Excluded Issuances consummated after the Closing Date not used for Expansion Capital Expenditures or to prepay Loans as described in the definition of “Excluded Issuances”; provided that such amount shall increase on the Restatement Effective Date by $25.0 million less up to $10.0 million to the extent used to make Expansion Capital Expenditures pursuant to the first proviso of Section 6.10(e)(iii); provided further that such aggregate amount shall increase on the first anniversary of the Restatement Effective Date by an

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additional $25.0 million less up to $10.0 million to the extent used to make Expansion Capital Expenditures pursuant to the second proviso of Section 6.10(e)(iii); and

(x)            any Equity Interests constituting all or a portion of such Acquisition Consideration shall be Qualified Capital Stock.

“Permitted Holders” shall mean (a) Jeffrey P. Jacobs and his Controlled Investment Affiliates, (b) Jacobs Family Economic Trust dated September 27, 2005, (c) Jacobs Family Control Trust dated September 27, 2005, (d) Richard E. Jacobs and his Controlled Investment Affiliates, (e) Richard E. Jacobs Revocable Living Trust dated April 23, 1987, (f) Richard E. Jacobs Irrevocable Trust dated September 27, 2005, (g) any parent, spouse, sibling or lineal descendant of Jeffrey P. Jacobs or Richard E. Jacobs, (h) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an 80% or more controlling interest of which consist of any one or more persons described in (a)-(g), (i) any Controlled Investment Affiliates of a person described in (a)-(g) and (j) Related Parties of the persons described in (a)-(g).

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Tax Distributions” shall mean, with respect to each Tax Period that Borrower qualifies as a Flow Through Entity, the distribution by Borrower to the holders of its Equity Interest of an amount, if any, equal to the aggregate local, state and federal income tax liability such holders would have incurred as a result of each holder’s ownership of its Equity Interest in Borrower, calculated (1) using the Presumed Tax Rate, (2) as if accruals and allocations from Borrower attributable to the Equity Interests of the Borrower held by such holder were, for such quarter, the sole source of income and loss for such holder; and (3) by taking into account the carryover of items of loss, deduction and expense previously allocated by Borrower to such holder.  The amount distributable as a Permitted Tax Distribution shall be adjusted to take into account the effect of alternative minimum tax, tax adjustments and any penalties and/or interest charged by any taxing authority that is the result of an action or omission of Borrower.  If at any time the sum of the Permitted Tax Distributions received by any holder of the Equity Interests of the Borrower are greater than the actual taxes paid by such holder for the Tax Period, then the excess amount, if any, shall be deducted from the Permitted Tax Distributions starting in the next Tax Period until such excess amount is recouped.

“Permitted Truck Plaza Acquisition” shall mean any transaction or series of related transactions with Gameco for the direct or indirect (a) acquisition of all or substantially all of the property of any subsidiary of Gameco, or of any business or division of any subsidiary of Gameco, in each case, constituting a video poker truck plaza; or (b) merger or consolidation or any other combination with any person constituting a video poker truck plaza, if each of the following conditions is met:

(i)           no Default then exists or would result therefrom;

(ii)            after giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall be in compliance with all covenants set forth in Sections 6.10(a), (b), (c) and (e) as

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of the most recent Test Period (assuming, for purposes of Section 6.10, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period) and (B) the Total Unused Revolving Commitment shall be at least $10.0 million;

(iii)            no Loan Party shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iv)           property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

(v)           all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;

(vi)           Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction and (C) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders;

(vii)            at least 5 Business Days prior to the proposed date of consummation of the transaction, Borrower shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

(viii)            the Acquisition Consideration for such acquisition shall either (A) not exceed the lesser of (I) 7 multiplied by the Truck Plaza EBITDA of such truck stop gaming plaza for the Test Period most recently then ended and (II) the result of (x) the aggregate consideration paid by Gameco for such video truck plaza plus (y) the Truck Plaza EBITDA of such truck stop gaming plaza for the Test Period most recently then ended plus or minus, as the case may be, (z) an adjustment for working capital as determined in

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good faith by Borrower (any such adjustment to be reasonably supportable and quantifiable by the underlying accounting records of such truck stop gaming plaza), or (B) be supported by an opinion as to the fairness to the Lenders of such Permitted Truck Plaza Acquisition from a financial point of view issued by an independent nationally recognized accounting, appraisal or investment banking firm reasonably acceptable to the Administrative Agent.

It is understood that a portion of the Acquisition Consideration in connection with a Permitted Truck Plaza Acquisition may be accounted for as a Dividend in accordance with GAAP so long as Borrower and Gameco are under common control.

“person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pinon Acquisition” shall have the meaning assigned thereto in the recitals hereto.

“Pinon Plaza” shall have the meaning assigned thereto 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 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Sections 4063 or 4069 of ERISA).

“Plans and Specifications” means the final plans and specifications for the construction of any Project, to be prepared by the General Contractor or such other person that is reasonably acceptable to the Administrative Agent, and all amendments and modifications thereof.

“Platform” shall have the meaning assigned to such term in Section 10.01(d).

“Pledge Agreement” shall have the meaning provided in the Security Agreement.

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

“Preferred Stock Issuance” shall mean the issuance or sale by Borrower or any of its Subsidiaries of any Preferred Stock after the Closing Date (other than as permitted by Section 6.01).

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Pre-Opening Expenses” shall mean all costs of start-up activities related to a Gaming Facility that are required to be expensed (and are not capitalized) in accordance with SOP 98-5.

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“Presumed Tax Rate” means (i) with respect to the excess, if any, of ordinary income over ordinary loss (as determined for U.S. federal income tax purposes and, for this purpose, including items taxable at the same rate as ordinary income, such as net short-term capital gain) for such period, the sum of the maximum marginal individual U.S. federal, state and local income tax rates applicable to such income taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes, and (ii) with respect to the net capital gain (as determined for U.S. federal income tax purposes) for such period, the sum of the maximum marginal individual U.S. federal, state and local income tax rates applicable to such income taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes.  For purposes of this definition of “Presumed Tax Rate,” the maximum marginal individual U.S. federal, state or local income tax rate for each holder of Equity Interests shall be the highest such marginal individual U.S. federal, state or local income tax rate applicable to any holder of Equity Interests.

“Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.

“Pro Rata Percentage” of any Revolving Lender at any time shall mean (x) with respect to Class A Revolving Lenders, the percentage of the total Class A Revolving Commitments of all Class A Revolving Lenders represented by such Lender’s Class A Revolving Commitment and (y) with respect to Class B Revolving Lenders, the percentage of the total Class B Revolving Commitments of all Class B Revolving Lenders represented by such Lender’s Class B Revolving Commitment.

“Project” means (i) the Dakota Development and the Elko Development and (ii) any and all other buildings, structures, fixtures, and other improvements to be constructed or added to any Real Property (exclusive of any personal property) with respect to which the cost of such construction or additions is at least equal to $1,000,000.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Property Material Adverse Effect” shall have the meaning assigned thereto in the Mortgage.

“Publicly Traded Securities” shall mean any securities (other than securities issued by Borrower or any of its Affiliates) that are dealt in, quoted or traded on securities exchanges or securities markets located in the United States.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one

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year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“PZR Report” shall mean a report issued by The Planning and Zoning Resource Corporation.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Qualified Person” shall mean, with respect to any Lender party to the Existing Credit Agreement on the Closing Date or that becomes a Lender pursuant to Sections 10.04(b) or (c), any person which shall not have been found unsuitable under the Gaming Regulations of any, and which meets the requirements, if any, of all, jurisdictions regulating Borrower and its Subsidiaries to the extent that Borrower has so notified the Lenders of such requirements of such jurisdictions pursuant to Section 10.04(h).

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

“Refinanced Term Loans” shall have the meaning assigned to such term in Section 10.02(e).

“Refinancing” shall mean the repayment in full (including accrued and unpaid interest but excluding contingent and indemnification obligations) and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a) of Borrower or any of its Restricted Subsidiaries.

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“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.

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“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.

“Reimbursement Obligations” shall mean Borrower’s obligations under Section 2.18(e) to reimburse LC Disbursements.

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Replacement Term Loans” shall have the meaning assigned to such term in Section 10.02(e).

“Required Class Lenders” shall mean (i) with respect to Tranche B Loans, Lenders having more than 50% of all Tranche B Loans outstanding, (ii) with respect to Class B Revolving Loans, Required Revolving Lenders in respect of Class B Revolving Commitments and (iii) with respect to Class A Revolving Loans, Required Revolving Lenders in respect of Class A Revolving Commitments.

“Required Delayed Draw Tranche B Lenders” shall mean Lenders having more than 50% of the sum of all Delayed Draw Tranche B Loans outstanding and unused Delayed Draw Tranche B Commitments.

“Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving Commitments, Tranche B Commitments and other Term Loan Commitments that are not Tranche B Commitments, if any.

“Required Revolving Lenders” shall mean Lenders having more than 50% of all of the applicable Revolving Commitments or, after such Revolving Commitments have terminated, more than 50% of all of the applicable Revolving Exposure.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority (including Gaming Authorities) including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

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“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Restatement Effective Date” has the meaning assigned to such term in the Amendment and Restatement Agreement.

“Restatement Transactions” means (a) the execution and delivery by each Loan Party that is a party thereto of the Amendment and Restatement Agreement and any amendments or modifications to the other Loan Documents contemplated thereby, (b) the amendment and restatement of the Existing Credit Agreement in the form of this Agreement and the consummation of the other transactions and matters contemplated by the Amendment and Restatement Agreement and (c) the payment of fees and expenses incurred in connection with the foregoing.

“Restricted Subsidiary” means a Subsidiary of Borrower other than an Unrestricted Subsidiary.

“Revolving Borrowing” shall mean a Borrowing comprised of Class A Revolving Loans or Class B Revolving Loans.

“Revolving Commitments” shall mean Class A Revolving Commitments and Class B Revolving Commitments, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) increased pursuant to Section 2.19 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Class A Revolving Loans and Class B Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, if any, plus the aggregate amount at such time of such Lender’s Swingline Exposure, if any.

“Revolving Lender” shall mean a Class A Revolving Lender or a Class B Revolving Lender.

“Revolving Loan” shall mean a Class A Revolving Loan or a Class B Revolving Loan.  Each Revolving Loan shall either be an ABR Revolving Loan or a LIBOR Revolving Loan.

“Revolving Maturity Date” shall mean, as applicable, (i) with respect to the Class A Revolving Loans, Swingline Loans and Letters of Credit, the Class A Revolving Maturity Date and (ii) with respect to the Class B Revolving Loans, the Class B Revolving Maturity Date.

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

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