Dkt 16 OMNIBUS DECLARATION OF DEBORAH J ... - Gordon Silver

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 1 of 40123456789101112131415161718192021GORDON SILVERGERALD M. GORDON, ESQ.Nevada Bar No. 229E-mail: ggordon@gordonsilver.comBRIGID M. HIGGINS, ESQ.Nevada Bar No. 5990E-mail: bhiggins@gordonsilver.comCANDACE C. CLARK, ESQ.Nevada Bar No. 11539E-mail: cclark@gordonsilver.com3960 Howard Hughes Pkwy., 9th FloorLas Vegas, Nevada 89169Telephone (702) 796-5555Facsimile (702) 369-2666[Proposed] Attorneys for DebtorsIn re155 EAST TROPICANA, LLC,a Nevada limited liability company,In reUNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF NEVADADebtor.155 EAST TROPICANA FINANCE CORP.,a Nevada corporation,Debtor.Case No: 11-Chapter 11JOINTLY ADMINISTEREDCase No. 11-Chapter 11Date: OST PendingTime: OST PendingOMNIBUS DECLARATION OF DEBORAH J. PIERCEIN SUPPORT OF DEBTORS' FIRST DAY MOTIONS22232425262728Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 2 of 4012345678910111213141516171819202122232425262728I, Deborah J. Pierce, hereby declare as follows:1. I am over the age of 18 and am mentally competent. I make this OmnibusDeclaration (the "Omnibus Declaration") in support of the motions and applications requestingvarious types of immediate relief (collectively, the "First Day Motions") filed by Debtors (ashereinafter defined) in the above-captioned cases (the "Chapter 11 Cases").12. Debtors in these Chapter 11 Cases are as follows: 155 East Tropicana LLC, aNevada limited liability company ("Company"), and 155 East Tropicana Finance, LLC, aNevada corporation ("Finance Corp.," and together with Company, "Debtors").3. I am the Chief Financial Officer ("CFO") and Chief Accounting Officer of theCompany, and have served in those capacities since February 2005. 2 Additionally, I serve as theTreasurer for Finance Corp. I am responsible for the financing of the property and equipmentpurchases, which included the issuance of public bond financing of $130,000,000 (which is morefully described below) and a $15,000,000 line of credit (also more fully described below). I amlicensed by the Nevada Gaming Commission as an officer and licensee of the Company. Myduties include investor communications, gaming control board communications, oversight offinancial filings, financial analysis, management of employee benefits plans, approval of allcontracts, budgeting, review of corporate tax filings cash management of corporate funds,insurance risk management, and Sarbanes Oxley compliance. I supervise 65 employees; and Iam responsible for management of the following departments: purchasing, receiving,accounting, finance, cage, surveillance, information technology, and internal control compliance.4. As such, in my capacities as CFO and Chief Accounting Officer of Company andthe Treasurer and CFO for Finance Corp., I am familiar with Debtors' daily business, operations,and financial affairs.5. Except as otherwise indicated, all facts set forth in this Omnibus Declaration arebased upon my personal knowledge of Debtors' operations and finances, information learned1 All capitalized terms not otherwise defined herein shall have those meanings ascribed to them in the relevant FirstDay Motions (defined herein), all of which are being filed contemporaneously herewith.2 At most hotel/casinos the positions of CFO and Chief Accounting Officer are held by separate individuals. In ourcase, I hold both positions.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc2

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 3 of 4012345678910111213141516171819202122232425262728from my review of relevant documents, and information supplied to me by other members ofDebtors' management and Debtors' various business and legal advisors. If called upon to testifyas to the content of this Omnibus Declaration, I could and would do so.6. This Omnibus Declaration is filed on the same date (the "Petition Date") thatDebtors have filed voluntary petitions for relief under Chapter 11, Title 11 of the U.S. Code (the"Bankruptcy Code"). Debtors have filed their various First Day Motions (as hereinafter defined)to allow them to operate effectively in these Chapter 11 Cases. The relief sought in the First DayMotions is critical to Debtors' business operations, will allow for a comprehensive and smoothtransition into Chapter 11, and will ensure that Debtors are provided the opportunity toreorganize successfully.7. This Omnibus Declaration is intended to provide the Court with backgroundinformation regarding Debtors, as well as the context for the initial relief sought by Debtors.Accordingly, the Omnibus Declaration is organized into two parts: (a) an overview of Debtors'businesses and their estates ("Estates"), their capital structure, and the events leading up to theseChapter 11 Cases; and (b) an explanation of the relief sought in the First Day Motions.A. Debtors' Business.1. Corporate Structure.BACKGROUND8. Company is a limited liability company organized on June 17, 2004, to acquirethe real and personal property of the Hotel San Remo Casino and Resort located at 115 and 155Tropicana Avenue in Las Vegas, Nevada (the "Property") with the intention of renovating thethen existing casino and hotel facility with a "Hooters" entertainment concept and theme.9. Company's membership interests are held two-thirds by Florida Hooters, LLC("Florida Hooters"), 3 and one-third by EW Common, LLC ("EW Common," and together with3 Florida Hooters is a joint venture between Hooters Gaming, LLC ("Hooters Gaming") and Lags Ventures, LLC("Lags Ventures"). Hooters Gaming is owned by the holders of licenses to operate "Hooters" restaurants in theTampa Bay, Chicago and Manhattan areas, sell wholesale foods and calendars, and conduct business in the Nevadahotel and gaming industry. Hooters Gaming includes most of the original founders of the Hooters brand. LagsVentures is owned by a holder of the license rights to Hooters restaurants in south Florida. Pursuant to these licenseGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc3

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 4 of 40123456Florida Hooters, the "Members").410. Finance Corp. is a wholly-owned subsidiary of Company that neither holds assetsnor conducts operations of its own. Finance Corp. was formed for the sole purpose of facilitatingthe financing related to the renovations of the Property, which were completed on February 3,2006.155 East Tropicana, LLC and 155 Tropicana Finance Corporation Organizational Chart7810Hooters Gaming,Lags Ventures,LLC (50%) LLC (50%)MichaelEastern & Western HotelHessling (10%)Corporation (90%)9 F -1Florida Hooters, LLCEW Common, LLC(66-2/3%)(33-1/3%)11121314155 East Tropicana, LLC(Com p an y ) (I 00%)155 East Tropicana Finance Corporation(Finance Corp.)15161718192. Casino/Hotel Business Operations.11. Company's business, from which all of its revenue is generated, is concentrated atthe Property in Las Vegas, Nevada, where Company owns and operates a casino/hotel operationunder the name of Hooters Casino Hotel (the "Casino Hotel"), 5 which opened for business on202122232425262728(continued)rights, the owners of Florida Hooters operate thirty-nine (39) Hooters restaurants, publish Hooters calendars, andoperate a Hooters food business.4 EW Common was formed for the purpose of holding a membership interest in Company. EW Common is ownedby Eastern & Western Hotel Corporation ("Eastern & Western"), which holds a 90% interest, and by MichaelHessling, President of Company, who owns a 10% interest. Eastern & Western and its affiliates owned the Property(prior to its rebranding) from November 1988 until its acquisition by Company in August 2004. Eastern & Westernalso continued to operate the Property pursuant to a hotel lease and a casino lease (collectively, the "Leases") untilNovember 2005, when Company obtained all requisite approvals to operate the Property on its own.5 Although Company uses the Hooters brand, it is not the owner of the "Hooters" trademark, nor does it have anyaffiliation with the holder of the trademark, HI Limited Partnership, or its general partner, Hooters of America, Inc.(collectively with HI Limited Partnership, "Hooters of America") other than the contractual right to use thetrademark. An explanation of Company's intellectual property rights is provided herein.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doe4

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 5 of 401234567891011121314151617181920212223242526February 3, 2006.612. Currently, the Casino Hotel consists of approximately 29,000 square feet ofcasino floor space with 590 slot and video poker machines and 20 table games; 696 hotel rooms,including 17 suites; a tropical pool area and pool bar; a number of restaurants, bars, and clubs;retail stores selling Hooters-branded merchandise; and a gym facility. In addition, Companyowns a six-level, 556-space parking garage located adjacent to the Casino Hotel (the "ParkingGarage") and an approximately two-acre site consisting of a one-level, 17,472 square-footexecutive office building and a 183-space parking lot (collectively, the "Executive Offices").13. Company's business focuses on attracting and fostering repeat business from outof-townvisitors to the Las Vegas Strip. Company relies on three types of customers: (1) inhousehotel guests, which Company draws largely from the "free independent travelers," whoprovide additional revenue to the casino, restaurants, bars, and retail stores; (2) walk-incustomers, who are staying at other area hotel/casinos, but are attracted to the Casino Hotel byfood specials, $1.50 beer promotions, free slot play promotions, entertainers in our minishowrooms,and the world-famous Hooters Restaurant; and (3) a small contingency of localcustomers.3. Debtors' Prepetition Management Structure.14. As previously stated, the members of Company are Florida Hooters, owning twothirdsmembership interest, and EW Common, owning one-third membership interest. Companyis managed by a management board (the "Management Board") comprised of four (4)representatives of its Members. One member of the Management Board (representing six votes)is selected by Florida Hooters and three are selected by EW Common. The Management Boardconsists of Michael Hessling, Neil Kiefer, Sukeaki Izumi, and Toyoroku Izumi. TheManagement Board does not receive compensation other than expense reimbursement. TheManagement Board has a Compliance Committee comprised of two members of theManagement Board, the CFO, the COO (as hereinafter defined), and an outside consultant with27286As previously stated, Finance Corp. neither holds assets nor conducts operations of its own.Gordon SliverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535 -001/684085_10.doc5

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 6 of 4012345678910111213141516171819202122232425262728experience in gaming compliance.15. Neil G. Kiefer ("Mr. Kiefer") was appointed Chief Executive Officer ("CEO") ofCompany in August 2004. Mr. Kiefer has been involved in the Hooters organization since itsinception in 1983, when he incorporated the original Hooters entity, Hooters, Inc. From 1983 to1992, Mr. Kiefer served as general outside counsel to Hooters, Inc. and its related Hootersentities. From May 1992 to June 1994, Mr. Kiefer served as President and Chief ExecutiveOfficer of Hooters Management Corporation, the managing entity for Hooters, Inc. and itsaffiliated companies. Since June 1994, Mr. Kiefer has served as President and Chief ExecutiveOfficer of Hooters, Inc. and all other Hooters corporations affiliated with Hooters, Inc. Mr.Kiefer was elected to the Hooters, Inc. Board of Directors in 1994 and continues to serve on theBoard. Mr. Kiefer has no employment agreement with Company and receives an annual basecompensation of $100,000. Mr. Keifer also serves as President of Finance Corp.16. Michael J. Hessling ("Mr. Hessling") is the President and member of theManagement Board of Company. Mr. Hessling was appointed to the Management Board in July2004 and was appointed President of Company in June 2006. Pursuant to his EmploymentAgreement (the "Hessling Employment Agreement"), which commenced on October 31, 2006for an initial term of one (1) year, Mr. Hessling was paid an annual base compensation of$275,000, and was entitled to participate in a bonus program, if a bonus program had beenestablished. Subsequent to October 31, 2007, Mr. Hessling has continued to serve as Presidentwithout an employment contract, at the same annual base salary of $275,000. Mr. Hessling alsoserves as Vice President, Secretary, and Director of Finance Corp.17. Pursuant to my Employment Agreement (the "Pierce Employment Agreement"), Icommenced my "at will" employment on February 1, 2005, as CFO and Chief AccountingOfficer for Debtors. As of July 1, 2011, my annual base compensation was $191,406, and I wasentitled to participate in a bonus program, if established, for up to $50,000. Further, if theCompany terminated my employment without cause, I was entitled to receive separation payequal to my monthly gross salary for six months after termination. Last month I received anoffer from another gaming company to be its CFO at a significantly higher salary and benefits. IGordon SliverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc6

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 8 of 4012345678910111213141516171819202122232425262728operations solely at the Casino Hotel (the "Hooters License"). 8 True and correct copies of thedocuments that collectively provide the Hooters License are attached hereto as Exhibit "1."22. Combined hotel, gaming and casino operations contemplated under the HootersLicense include, but are not limited to, the right to provide the following within the facility: (i)room operations; (ii) restaurant operations; (iii) retail sales facilities in which third parties arepermitted to conduct retail sales of all kinds; (iv) entertainment facilities; and (v) gamingoperations. In connection with such operations, Company has the right to (i) sell approvedmerchandise bearing some or all of the licensed intellectual property, (ii) use the licensedintellectual property and Hooters Girls to promote, market, and advertise such facilitiesworldwide, and (iii) include Hooters Girls as part of any facility staff.23. In relation to the Hooters License, Company pays Hooters of America an annualfee equal to $500, plus monthly royalties in an amount equal to 2% of all net revenues generatedin connection with licensed activities. The amount of fees accrued as of the Petition Date totaledapproximately $68,890. Company is also required under the Hooters License to maintain certainquality standards for the use of the Hooters brand.24. Pursuant to the HGC Assignment Agreement, Company accrues a consent fee ofthree percent (3%) of all net profits directly related to gaming activities at the Casino Hotel,which at the Petition Date totaled $3,412,193.25. As previously set forth, HGC is a related party and the payment of these royaltyfees is restricted under the Indenture (as hereinafter defined)./ / /8 On or about March 21, 2001, HI Limited Partnership ("Licensor") entered into that certain License Agreement (the"License Agreement") with Hooters Gaming Corporation ("HGC"), which provided HGC an exclusive license touse all of the intellectual property described therein. Additionally, subject to express consent of Las Vegas Wings,Inc. ("LV Wings"), the franchisee holding the right to operate Hooters restaurant in Nevada, HGC also obtained theright to operate a Hooters themed restaurant within the hotel and casino facility. On or about July 30, 2004, HGCand Florida Hooters entered into that certain assignment agreement (the "HGC Assignment"), whereby HGCassigned its rights under the License Agreement to Florida Hooters. In connection with the organization of theCompany, on or about July 30, 2004, Florida Hooters and Company entered into that certain Assignment Agreement(the "Florida Hooters Assignment"), thereby granting Company the rights under the License Agreement. Thecollective group of documents, including the License Agreement, the HGC Assignment, and the Florida HootersAssignment, comprise the Hooters License.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535 -001/684085_10. doe8

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 9 of 4012345678910111213141516171819202122232425262728b. Hooters Restaurant Concept.26. Company also has the right to use, promote, and advertise the Hooters restaurantconcept (the "Hooters Restaurant License") at the Casino Hote1. 9 A true and correct copy of theConsent Agreement is attached hereto as Exhibit "2."27. The Hooters Restaurant License provides a consent fee of four percent (4%) ofcash restaurant sales and three percent (3%) of merchandise revenues, which, as of the PetitionDate, totaled $2,225,326 accrued.28. LV Wings is a related party and the payment of these royalty fees is restrictedunder the Indenture.c. Pete & Shorty's License.29. Company has a nonexclusive, royalty-free license to use the Pete & Shorty's mark(the "Pete & Shorty's License") in connection with a restaurant, bar, and lounge at the CasinoHotel. Pursuant to the Pete & Shorty's License, Company may also use the mark in connectionwith affiliated merchandise, entertainment, and casino services. A true and correct copy of thePete & Shorty's License is attached hereto as Exhibit "3."d. Dan Marino's Fine Food & Spirits Concept.30. Pursuant to that certain Mark License Agreement ("Mark License Agreement"),as amended on March 9, 2005, and again on February 2, 2006, between Lags Ventures andFlorida Hooters, Lags Vegas licensed to Florida Hooters the right to operate and promoterestaurants, taverns, lounges and bars using the marks "Dan Marino's Fine Food & Spirits" and"Martini Bar" (the "Dan Marino's License"). The Mark License Agreement was later assignedby Florida Hooters to Company pursuant to the terms of the Florida Hooters Assignment. On orabout November 5, 2009, Company entered into that Termination of Mark License and Release9 Through the License Agreement, subject to express consent of LV Wings, HGC also obtained the right to operate aHooters themed restaurant within the hotel and casino facility. Thereby, in July, 2004, HGC and LV Wings enteredinto that certain Consent Agreement (the "Consent Agreement"), thereby providing its consent for HGC to use theHooters restaurant concept at a hotel and casino facility. Thus, through the subsequent HGC Assignment andFlorida Hooters Assignment, Company obtained the right to operate a Hooters themed restaurant at the CasinoHotel. For the License Agreement, the HGC Assignment and the Florida Hooters Assignment, please refer toExhibit "1" attached hereto.Gordon SliverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc9

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 10 of 4012345678910111213141516171819202122232425262728Agreement with Florida Hooters and Lags Ventures (the "Termination Agreement"), whichterminated Company's right to use the Dan Marino's License. True and correct copies of theMark License Agreement and the Termination Agreement are attached hereto as Exhibit "4."31. In connection with the Dan Marino's License, Company accrued a royalty fee ofsix percent (6%) of gross sales generated from such establishments payable to Lags Ventures(previously defined). The amount accrued as of the Petition Date totaled $917,639 for theseroyalties. The payment of these royalties is restricted under the Indenture.e. Advertising Agreement32. The majority shareholder of Provident Advertising & Marketing, Inc.("Provident") is Edward C. Droste, an indirect beneficial owner of 5.65% of Company.Provident was engaged by Company to provide services related to the planning and developmentof an initial advertising and marketing plan and for the continued development andimplementation of a strategic marketing plan for the Casino Hotel (the "Provident AdvertisingAgreement"). A true and correct copy of the Provident Advertising Agreement is attachedhereto as Exhibit "5."33. Provident continues to act as Company's advertising firm. In addition, Companypurchases Hooters logo items from Provident for uniforms and resale in the Casino Hotel's giftshops. The advertising fees and inventory purchased in 2011 through the Petition Date totaledapproximately $254,777. The fees paid to Provident and inventory purchased during the yearsended December 31, 2010, 2009, and 2008 totaled approximately $0.9 million, $0.9 million, and$1.1 million, respectively.B. Debtors' Prepetition Capital Structure1. The Credit Agreement and Credit Facility.34. On March 29, 2005, Debtors, as borrowers, entered into that certain CreditAgreement (the "Credit Agreement") 1° with Wells Fargo Capital Finance, Inc., (formerly knownas Foothill, Inc.) ("Wells Fargo"), as arranger and administrative agent (the "Agent") for variousto The Wells Fargo Credit Agreement has been amended four times, dated January 30, 2006, June 2, 2006,December 15, 2006, and August 13, 2008 (collectively, the "Credit Agreement Amendments").Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc10

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 11 of 4012345678910111213141516171819202122232425262728lenders (collectively, the "Original Credit Facility Lenders"), whereby Wells Fargo provided acredit facility in an aggregate principal amount of up to $15,000,000 (the "Credit Facility"). Theoriginal maturity date of the Credit Facility was March 30, 2009, and was subsequently extendedto September 30, 2011, which date was accelerated by that certain Notice of Acceleration andReservation of Rights dated January 6, 2011 (the "Credit Facility Acceleration"). True andcorrect copies of the Credit Agreement and the Credit Facility Acceleration are attached heretoas Exhibits "6," and "7," respectively.35. Additionally, Company and Wells Fargo entered into that certain Letter of CreditNo. NZS619294 dated April 22, 2008, in favor of Chase Paymentech, LLC ("Chase") in theamount of $500,000 (the "Letter of Credit") to provide Chase the security necessary to continueto provide services for credit card processing for Company. The Letter of Credit was notrenewed in March 2011.1136. Canpartners Realty Holding Company IV LLC, a Delaware limited liabilitycompany ("Canpartners", and in its capacity as the lender under the Credit Facility, the "CreditFacility Lender"), acquired the Credit Facility from Wells Fargo and is the successor-in-interestto Wells Fargo's interest in and to the Credit Facility Loan Documents.1237. As of the Petition Date, Debtors' principal obligations outstanding under theCredit Facility were approximately $14,488,991.04 plus accrued and unpaid interest for thecurrent month to the Petition Date (Debtors have been paying the interest accrual at the defaultrate on a current basis) plus fees, costs and expenses allowed under the Credit Facility LoanDocuments (collectively, the "Credit Facility Obligations"). Debtors believe that theindebtedness under the Credit Facility is fully secured.38. The indebtedness under the Credit Facility is secured by security interests and11 As also described in Debtors' Emergency Motion for Order Authorizing Maintenance of Prepetition CashManagement System and Maintenance of Prepetition Bank Accounts, filed contemporaneously herewith, havingacquired such account from Chase, Bank of America Merchant Services ("BAMS"), in conjunction with First DataServices, LLC ("First Data"), provides a merchant account to Company to facilitate Company's consumer creditcard transactions. It should be noted upon the expiration of the Letter of Credit, BAMS unilaterally withheld fundsbelonging to Company in the amount of $450,000.12 In conjunction with the transfer and assignment to of the Credit Facility to the Credit Facility Lender, Wells Fargoresigned as Agent of the Credit Facility.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc11

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 12 of 40123liens granted (collectively, the "Credit Facility Collateral") pursuant to the following: (togetherwith all other documents executed pursuant to the Credit Facility, the "Credit Facility LoanDocuments"):4(a)That certain Security Agreement (the "Credit Facility Security56789101112131415161718192021222324Agreement") by and between Debtors and the Agent, dated March 29, 2005. The CreditFacility Security Agreement grants a security interest to the Agent in substantially allpersonal property of Debtors, whether now owned or hereafter acquired or arising,including: (i) all accounts, books and records; (ii) chattel paper; (iii) deposit accounts;(iv) equipment and fixtures; (v) general intangibles; (vi) inventory; (vii) investmentrelated property; (viii) negotiable collateral; (ix) commercial tort claims; (x) money andcash equivalents in control of the Agent; and (xi) proceeds (the "Credit FacilityEncumbered Personal Property"). Explicitly excluded from this definition are "ExcludedAssets," which include: (i) assets securing FF&E financing, purchase money debt, orcapitalized lease obligations; (ii) leasehold estates in real property; (iii) cash required tosatisfy casino bankroll requirements, reserves, and allowances as required by Nevadagaming laws and regulations; (iv) an interest reserve account for the Senior SecuredNotes; 13 (v) stock in any controlled foreign subsidiary of Debtors; and (vi) any leases,permits, licenses, or agreements where a lien on such agreement is prohibited by law,would require third-party consent that has not been obtained after commerciallyreasonable efforts, or would result in breach of such agreement under applicable law. Atrue and correct copy of the Credit Facility Security Agreement is attached hereto asExhibit "8." UCC Financing Statements (the "Credit Facility UCC FinancingStatements") were filed with the Nevada Secretary of State and the Office of theRecorder in Clark County Nevada (the "Clark County Recorder").25(b)That certain Deed of Trust, Fixture Filing with Assignment of Rents and26Leases, and Security Agreement (the "Credit Facility Deed of Trust") executed on March272813 The interest reserve account no longer existed as of the Petition Date.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc12

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 13 of 401234529, 2005, by Company for the benefit of the Agent, and recorded as document 20050329-0002524 in the records of the Clark County Recorder. A true and correct copy of theCredit Facility Deed of Trust is attached hereto as Exhibit "9." The Credit Facility Deedof Trust provides for an absolute and irrevocable assignment of all rents and leaseholdrevenues.6(c)That certain Assignment of Entitlements, Contracts, Rents and Revenues78910(the "Credit Facility Assignment of Rents/Revenues") on March 29, 2005, for the benefitof the Agent, recorded as document 20050329-0002526 in the records of the ClarkCounty Recorder. A true and correct copy of the Credit Facility Assignment ofRents/Revenues is attached hereto as Exhibit "10."11(d)That certain Securities Account Control Agreement ("Securities Account1213141516Control Agreement") dated March 29, 2005, between the Agent, Debtors, and WellsFargo Brokerage, in which Wells Fargo Brokerage recognized the Agent's securityinterest in Debtors' deposit account (# 11552783) (the "Wells Fargo Account"). 14 A trueand correct copy of the Securities Account Control Agreement is attached hereto asExhibit "11."17(e)That certain Parent Pledge Agreement, dated as of March 29, 2005, among18192021222324the Members and the Agent (the "Agent-Parent Pledge Agreement"), whereby theMembers pledged to the Agent all right, title, and interest to the Members' membershipinterests in Company, and books, records, and proceeds relating to such membershipinterests. A true and correct copy of the Agent-Parent Pledge Agreement is attachedhereto as Exhibit "12." In relation to the Agent-Parent Pledge Agreement, the Members,Debtors, and the Agent also entered into a Control Agreement (Investment Property)("Control Agreement Investment Property") dated March 29, 2005. A true and correct2526272814 Debtors ceased using the Wells Fargo Account shortly after the Credit Facility was obtained. Additionaloperating accounts were maintained by Company with Wells Fargo until 2009 when all accounts and deposits weretransferred to Nevada State Bank. At this time no depository accounts are maintained at Wells Fargo nor are thereany accounts maintained by Debtors subject to depository account control agreements in favor of the Agent or theTrustee (defined herein).Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc13

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 14 of 4012345678910111213141516171819202122232425262728copy of the Control Agreement Investment Property is attached hereto as Exhibit "13."2. Senior Secured Indenture.39. Pursuant to that certain Indenture ("Indenture") dated as of March 29, 2005,Debtors issued 8-3/4% Senior Secured Notes due 2012 (the "Old Senior Secured Notes") in theaggregate principal amount of $130,000,000. The Bank of New York Trust Company, N.A. (the"Initial Senior Secured Indenture Trustee") was the indenture trustee under the Old SeniorSecured Notes. On August 5, 2005, Debtors successfully exchanged all of the Old SeniorSecured Notes for new notes (the "Senior Secured Notes" and holders of Senior Secured Notes,the "Senior Secured Noteholders") with substantially identical terms except that the SeniorSecured Notes were registered under the Securities Act of 1933. The Senior Secured Notes andthe obligations thereto were accelerated by that certain Notice of Acceleration and Reservationof Rights dated February 1, 2011 (the "Indenture Acceleration"). True and correct copies of theIndenture and the Indenture Acceleration are attached hereto as Exhibits "14"and "15,"respectively.40. Canpartners (Canpartners in its capacity as a Senior Secured Noteholder) alsoacquired approximately 98.4% in aggregate principal amount of the Senior Secured Notes.41. U.S. Bank, National Association ("Successor Senior Secured Indenture Trustee"or "US Bank," and together with the Initial Senior Secured Indenture Trustee, the "Trustee") wasappointed the successor to the Initial Senior Secured Indenture Trustee.42. As of the Petition Date, Debtors' principal obligations outstanding under theSenior Secured Notes were $130,000,000, plus accrued and unpaid interest under the Indentureto the Petition Date in the amount of $32,229,177 (the "Senior Secured Notes Obligations").Canpartners represents that in October 2010 it acquired and currently holds approximately 98.4%of the aggregate principal amount of the Senior Secured Notes for the approximate sum of$28,000,000, a significant discount from the face amount of approximately $127,500,000 whichsubstantiates that the Senior Secured Notes are significantly undersecured.43. The indebtedness due under the Senior Secured Notes is secured by securityinterests and liens granted (the "Senior Secured Notes Collateral," and together with the CreditGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc14

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 15 of 401234Facility Collateral, the "Collateral") pursuant to the following (together with the Indenture, theSenior Secured Notes, and all other documents executed pursuant to the Senior Secured Notes,the "Senior Secured Loan Documents," and together with the Credit Facility Documents, the"Loan Documents"):5(a)That certain Senior Secured Notes Security Agreement (the "Senior678910111213141516171819202122232425262728Secured Notes Security Agreement" and together with the Credit Facility SecurityAgreement, the "Security Agreements") dated March 29, 2005. The Senior SecuredNotes Security Agreement grants a security interest to the Trustee in: (i) accounts; (ii)chattel paper; (iii) commercial tort claims: (iv) deposit accounts; (v) documents; (vi)general intangibles; (vii) goods, including equipment, inventory and fixtures; (viii)insurance; (ix) investment property; (x) intellectual property; (xi) letter-of-credit rights;and (xii) all other personal property, including supporting obligations and proceeds (the"Senior Secured Encumbered Personal Property" and, together with the Credit FacilityEncumbered Personal Property, the "Encumbered Personal Property"). Excluded fromthe security interest are Excluded Assets, which are given substantially the samedefinition as used in the Credit Facility Security Agreement. A true and correct copy ofthe Senior Secured Notes Security Agreement is attached hereto as Exhibit "16." UCCFinancing Statements (the "Senior Secured UCC Financing Statements" and togetherwith the Credit Facility Financing Statements, the "UCC Financing Statements") werefiled with the Nevada Secretary of State and the Clark County Recorder.(b) That certain Deed of Trust, Fixture Filing with Assignment of Rents andLeases, and Security Agreement (the "Senior Secured Notes Deed of Trust," and togetherwith the Credit Facility Deed of Trust, the "Deeds of Trust"), executed on March 29,2005, by Debtors for the benefit of the Trustee, and recorded as document 20050329-0002531 in the records of the Clark County Recorder. A true and correct copy of theSenior Secured Notes Deed of Trust is attached hereto as Exhibit "17."(c) That certain Assignment of Entitlements and Contracts ("Senior SecuredAssignment of Entitlements/Contracts") executed in favor of the Trustee for the benefitGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc15

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 16 of 40123456789101112131415161718192021222324252627of the Senior Secured Noteholders, recorded as document 20050329-0002533 in therecords of the Clark County Recorder. A true and correct copy of the Senior SecuredAssignment of Entitlements/Contracts is attached hereto as Exhibit "18."(d) That certain Trademark Security Assignment dated March 29, 2005("Trademark Security Assignment") in favor of the Trustee for the benefit of the SeniorSecured Noteholders, assigning Company's trademarks, trade names, goodwill, andproceeds to the Trustee. A true and correct copy of the Trademark Security Assignmentis attached hereto as Exhibit "19."(e) That certain Parent Pledge Agreement with the Trustee dated March 29,2005, among the Members and the Trustee (the "Trustee-Parent Pledge Agreement"),whereby the Members of Company pledged to the Trustee all right, title, and interest tothe Members' membership interests in Company, and books, records, and proceedsrelating to such membership interests. A true and correct copy of the Trustee-ParentPledge Agreement is attached hereto as Exhibit "20."3. Intercreditor Agreement.44. Contemporaneously with the execution of the Credit Facility Agreement and theIndenture, Debtors, the Agent, and the Trustee (in its capacity as Collateral Agent for the SeniorSecured Noteholders) (collectively, the "Intercreditor Parties") entered into that certainIntercreditor and Lien Subordination Agreement (the "Intercreditor Agreement"). A true andcorrect copy of the Intercreditor Agreement is attached hereto as Exhibit "21."45. The Intercreditor Agreement, among other things, provides that the liens securingthe Senior Secured Notes are subordinate to the liens securing the principal amount of the CreditFacility of up to $15,000,000, plus interest, fees, and other amounts accrued thereon. TheIntercreditor Parties continue to be bound by and subject to the terms, provisions and restrictionsof the Intercreditor Agreement, and the Intercreditor Agreement applies and governs theIntercreditor Parties in these Chapter 11 Cases./ / /28 / / /Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc16

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 17 of 40C. Events Leading To These Chapter 11 Cases1. Economic Pressures46. Debtors entered into both the Credit Facility and the Indenture during the firsthalf of 2005. With the proceeds of such used to retire the existing debt, and to refurnish andrehabilitate the Property as the Casino Hotel, Debtors were highly, but not unreasonably,leveraged. Under the business circumstances prevailing at the time of these transactions, suchleverage would not have hindered Company's business operations or precipitated the filing ofthese Chapter 11 Cases. However, after these transactions, but prior to their repayment, theeconomy in the United States sharply declined, devastating the hotel and gaming industry.Subsequently, the United States economy went into a severe recession, with gaming revenuesfalling dramatically and sources of financing for the hotel and gaming industry becominglimited, if not disappearing altogether. Most significantly, the recession has deeply affectedClark County, Nevada, due to its reliance on tourism and construction, by dramaticallydecreasing tourism, convention, and gaming revenues in recent years.47. According to the Gaming Revenue Report from the State of Nevada, GamingControl Board, Tax and License Division (the "Gaming Revenue Report") for year endedDecember 31, 2010, after three consecutive years of decline, Clark County, Nevada showed animprovement over 2009 of 0.8% in gaming revenue. A review of the Gaming Revenue Reportfor the twelve months ended May 31, 2011 at $9,034,885,000 reveals a 2.05% increase over the$8,886,229,000 in the same period last year. Such figures, however, remain substantially lower,by 16.9%, than the $10,868,554,000 in reported gaming revenue for the same period in 2007 atthe onset of the recession. See Gaming Revenue Reports, State of Nevada Gaming ControlBoard, available at: http://gaming.nv.gov/documents/gaming_revenue_rpt.htm.48. According to the Las Vegas Convention and Visitors' Authority (the "LVCVA"),the December year-to-date visitor statistics for 2010 report the volume of visitors to Las Vegas at37,335,436, reflecting a slight increase of 2.7% over the same period in 2009. See LVCVA 2010Las Vegas Year-To-Date Executive Summary, available at:http://www.lvcva.comigetfile/624/ES-YTD2010. For the five months ended May 31, 2011, theGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc17

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 18 of 4012345678910111213141516171819202122232425262728volume of visitors to Las Vegas reported by the LVCVA is up an additional 4.7%. See LVCVA2011 Las Vegas Year-To-Date Executive Summary, available at:http://www.lvcva.com/getfile/37/ES-May2011.pdf. Albeit hopeful signs of recovery, the 2010visitor volume was still less than the visitor volume reported for the same period in 2007, at theonset of the recession, at 39,196,761 visitors, nearly 7% greater visitor volume than thatexperienced in 2010. See LVCVA 2007 Las Vegas Year-To-Date Executive Summary,http ://www.lvcva.com/getfile/350/ES-YTD2007%20Final.pdf.49. In addition to the decline in visitor volume from 2007, the room inventory hasincreased from 132,947 rooms in December 2007, to 147,611 in May 2011, an increase of14,664 rooms (or an increase of 11.1%). See id.; see also LVCVA 2011 Las Vegas Year-To-Date Executive Summary, available at: http://www.lveva.com/getfile/37/ES-May2011.pdf. Thisincrease in competition coupled with the decline in visitor count caused a decline in the averagedaily room rate ("ADR") from $132.09 in 2007 to $94.91 in 2010, a decrease of $37, or 28.1%.The ADR has averaged $106.44 year-to-date through May 2011, during the traditionally strongconvention season, when the ADR averaged $140 for that period in 2007. See id.50. The Casino Hotel, with less than 700 rooms, represents less than 0.5% of the totalroom inventory in Las Vegas, which means Company's ADR is subject to the discounting of anyof its large competitors, who appear to have discounted rooms as deeply as necessary to increasetheir occupancy rates, or used their other property offerings to cross market during the currenteconomic turndown.51. In sum, Company has been faced with declining hotel and casino revenues basedon increased price and promotional competition, additional properties opening on the Las VegasStrip, reduced consumer spending, a tightened credit market, and an overall weakened economy.These market-driven challenges manifested after Company leveraged itself with the CreditFacility and the Indenture, thus leaving Company in a highly precarious position at a time whenit most needed robust financial performance./ / // / /Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc18

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 19 of 4012345678910111213141516171819202122232425262. Financial Performance52. Company's net revenues in 2010 were $43.6 million, a decrease of $3.2 million,or 6.8%, from $46.8 million in 2009. This is consistent with the steady declines in revenuesCompany has experienced since 2007. In 2007, the net revenues were $66.5 million, decliningin 2008 to $60.1 million, a decline of $6.4 million, or by 9.6%. In 2009, the net revenues fell to$46.8 million, an additional decline of $13.3 million, or 22.1%. Company has been able topartially offset these revenue declines by cutting operating costs to $47.7 million in 2010, asavings of $19.7 million, or 29.2%, from operating costs of $67.4 million in 2007.53. Company has been particularly affected by declines in its casino business.Company's casino revenues in 2010 were $15.6 million, a decrease of $2.5 million, or 13.6%,from $18.1 million in 2009, and a decrease of $9.4 million, or 37.6%, from $25 million in 2008.Casino revenues are comprised primarily of slot machine and table game revenues. Slot machineand table game revenues decreased primarily due to less wagering as a result of the slowereconomy, reduced hotel occupancy and less walk-in business. Slot machine win per unit per dayin 2010 was $43, a decrease of $6, or 12.2%, from $49 in 2009, and a decrease of $24, or 35.8%from $67 in 2008.54. Company's hotel and other revenues in 2010 were $14.9 million, a decrease of$0.1 million, or 1.0%, from $15.0 million in 2009, and a decrease of $5.8 million, or 28.0%,from $20.7 million in 2008. The decrease in room rental revenues was primarily due to adecrease in average daily room rates. The ADR was $46 in 2010, a decrease of $3, or 6.1%,from $49 in 2009, and a decrease of $20, or 30.2%, from $66 in 2008. Hotel room occupancyper available room at the Casino Hotel in 2010 was 86.7% as compared to 87% in 2009 and91.6% in 2008.55. Food, beverage, and entertainment revenues in 2010 were $17.5 million, adecrease of $1.2 million, or 6.4%, from $18.7 million in 2009, and a decrease of $4.6 million, or20.8%, from $22.1 million in 2008. The decline is due to a reduced number of food covers by2728 / / /4.0% and fewer drinks being served.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc19

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 20 of 40123456789101112131415161718follows:Revenuesa. Consolidated Financial Results56. Debtors' recent financial performance on a consolidated basis has been asYear to Date06/30/2011Year to Date06/30/2010Year Ended12/31/2010Year Ended12/31/2009Casino $7,665,393 $8,257,254 $15,636,511 $18,089,346Hotel and other $7,928,643 $7,568,086 $14,918,360 $15,048,351Food, Beverage& Entertainment $8,761,365 $9,057,981 $17,491,137 $18,680,330Total Revenues $24,355,401 $24,833,321 $48,046,008 $51,818,027Net Revenues $22,394,920 $22,616,285 $43,659,488 $46,809,056Related PartyRoyalties $403,305 $420,382 $807,421 $1,062,017RestructuringExpenses $402,177 $198,905 $479,031 $1,646,804Depreciation &Amortization $1,365,582 $3,319,394 $6,623,005 $6,612,073Property &EquipmentImpairment Charge_ $55,209,000 $600,000Total Costs andExpenses $20,505,537 $23,731,749 $102,929,668 $51,995,280Income (Loss)From Operations $1,889,384 $(1,115,465) $(59,270,180) $(5,186,224)Total InterestExpenses, net $6,833,964 $6,876,047 $13,743,840 $13,659,035Net Loss $(4,944,580) $(7,991,512) $(73,014,020) $(18,845,259)1920212223242526272857. Though financial results from the first six months ended June 30, 2011 reflect adecrease in revenue from the same months in the prior year, the steep downward trend seen inprior years appears to have lessened. Specifically, net revenue for the six months ended June 30,2011 was $22.4 million as compared to $22.6 million for the same period in 2010, a decline of$0.2 million or 1.0%. However, Company has experienced an increase of $1.2 million or 43.8%in Adjusted EBITDA, for the same period because of Company's reduction in operatingexpenses by $1.4 million.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doe20

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 21 of 401234567891011121314151617181920212223242526272858. As of the Petition Date, Company's cash and cash equivalents located on thepremises of Company (including cash and cash equivalents in premises depositories, or vaults,including the cash required to satisfy casino bankroll requirements, reserves, and allowances asrequired by Nevada gaming laws and regulations) (collectively, the "Cash on Hand") totals$4,722,558. In addition, Company holds cash in the amount of $4,245,964 in bank accounts.3. Defaults on Agreements.59. Debtors were unable to make the interest payments (the "Interest Payments") onthe Senior Secured Notes due April 1, 2009, October 1, 2009, April 1, 2010, October 1, 2010,and April 1, 2011. Debtors' inability to make such Interest Payments caused an event of defaultto occur under the Indenture, as well as under the Credit Facility Agreement (the "InterestPayment Default").60. Additionally, Company has not provided control agreements for one or moredeposit accounts that it established and maintained as required under the Credit FacilityAgreement. This failure to provide such control agreements caused a second event of default tooccur under the Credit Facility Agreement (the "Control Agreement Default," and together withthe Interest Payments Default, the "Events of Default").61. As a result, on April 7, 2009, Agent on behalf of Original Credit Facility Lendersissued to Debtors that certain Notice of Default and Reservation of Rights (the "Initial Notice"),as such notice was supplemented by that certain Notice of Default, Imposition of Default Rate ofInterest, and Reservation of Rights issued to Debtors on April 29, 2009, by Agent on behalfOriginal Credit Facility Lenders (the "April 2009 Notice"), as such notice was furthersupplemented by that certain Notice of Default and Reservation of Rights Letter, issued toDebtors on June 11, 2009, by Agent on behalf of Original Credit Facility Lenders (the "June2009 Notice"), as such notice was further supplemented by that certain Notice of Default andReservation of Rights Letter, issued to Debtors on December 11, 2009, by Agent on behalf ofOriginal Credit Facility Lenders (the "December 2009 Notice," collectively with the InitialNotice, the April 2009 Notice, and the June 2009 Notice, the "Default Letters").62. The Default Letters state that (i) an event of default exists under the CreditGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doo21

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 22 of 4012345678910111213141516171819202122232425262728Facility as a result of Debtors' failure to obtain control agreements for one or more depositaccounts established and maintained by Debtors and also as a result of failure to pay interest onthe Senior Secured Notes, (ii) as a result of the event of default, the Original Credit FacilityLenders are under no further obligation to extend further credit under the Credit Facility, (iii) theOriginal Credit Facility Lenders will continue to evaluate their responses to the events of default,and (iv) Debtors no longer have an option of paying the LIBOR interest rate plus 3.5 percentagepoints, but must pay the Original Credit Facility Lenders' prime rate, plus the default rate of 4percentage points.63. Following the Default Letters, Debtors entered into discussions with the SeniorSecured Note Holders and the Original Credit Facility Lenders to attempt to negotiateforbearance agreements pursuant to which they would agree not to exercise, for a specifiedperiod of time, their respective remedies under the Indenture or the Credit Facility Agreement.Such discussions continued with Canpartners, in its capacities as both the Credit Facility Lenderand a Senior Secured Noteholder, following Canpartners' acquisition of the Credit Facility andthe Senior Secured Notes.64. However, as the Events of Default remained uncured and outstanding, on January6, 2011, Canpartners, in its capacity as Credit Facility Lender, issued to Debtors the CreditFacility Acceleration (as previously defined).65. Additionally, also due to the uncured and outstanding Events of Default, onFebruary 1, 2011, US Bank, in its capacity as Successor Senior Secured Indenture Trustee,issued to Debtors the Indenture Acceleration (as previously defined).66. Thereafter, on February 2, 2011, a Notice of Breach and Default and of Electionto Cause Sale of Real Property under Deed of Trust was recorded with the Clark CountyRecorder at the behest of the Trustee ("Deed of Trust Default Notice"). A true and correct copyof the Deed of Trust Default Notice is attached hereto as Exhibit "22."67. Subsequently, on July 14, 2011, a Notice of Trustee's Sale was recorded with theClark County Recorder, thereby providing notice that the sale of the Property by public auctionwould be conducted on August 8, 2011 ("Notice of Sale"). A true and correct copy of the NoticeGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc22

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 23 of 4012345678910111213141516171819202122232425262728of Sale is attached hereto as Exhibit "23."4. Efforts at Financial Restructuring.68. As a result of Debtors' inability to service the obligations owing under the CreditFacility and the Senior Secured Notes, in 2010, Debtors retained the services of Gordon Silver astheir restructuring counsel and Alvarez & Marsal as their financial advisors.69. Since their retention, Gordon Silver and Alvarez & Marsal have been providingthe following services to Debtors:a. Analyzing the various strategic alternatives available to Debtors (e.g. debtrestructuring, debt refinancing, divestitures, reorganization, etc.)b. Reviewing and analyzing the business operations, liquidity situation,assets and liabilities, financial condition, and prospects of Company;c. Reviewing and analyzing Company's business plan, operating and capitalexpenditures budgets, loan agreements and bond indentures and multi-year financialprojections under various operating scenarios;d. Preparing for the filing of these Chapter 11 Cases; ande. Assisting and advising Debtors in connection with Debtors' efforts withrespect to structuring, negotiating and affecting any potential restructuring of Debtors'outstanding indebtedness or obligation (including, without limitation, the Credit Facilityand the Senior Secured Notes).70. As a result of these efforts and analysis, Debtors believe that the enterprise valueof Company's business as of the Petition Date is such that the value of the Collateral securing theCredit Facility and the Senior Secured Notes exceeds the Credit Facility Obligations, but is lessthan the Senior Secured Notes Obligations.71. In addition, (i) as a result of these efforts and analysis, (ii) the performance of theCompany's business up to the Petition Date, and (iii) the projected performance of Company'sbusiness in the ordinary course during these Chapter 11 Cases and the expenditure of capitalexpenditures as proposed in the Budget attached to the Cash Collateral Stipulation, Debtorsconclude that the enterprise value of Company's business and the Collateral will not diminish.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10. doc23

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 24 of 4012345678910111213141516171819202122232425262728II.FIRST DAY MOTIONS72. Debtors have commenced their Chapter 11 Cases in response to their debtobligations and the aforementioned market challenges. Debtors' transition into Chapter 11proceedings must be comprehensively and effectively organized to ensure that they will be ableto operate smoothly in bankruptcy and be afforded the opportunity to successfully emerge fromtheir Chapter 11 Cases. Accordingly, it is critical that Company maintains strong relationshipswith its customers, employees, partners, vendors, creditors, gaming regulators and othergovernmental entities, and such other parties that enable Company to conduct its business. Tomaintain and foster these relationships, it is important to minimize the distractions to Company'sbusiness operations that could result from Debtors petitioning for Chapter 11 relief73. I have reviewed and am generally familiar with the contents of each of the FirstDay Motions. Based on that familiarity and information supplied to me by other members ofDebtors' management and Debtors' various business and legal advisors, I believe that the reliefsought in each of the First Day Motions is necessary to enable Debtors to operate in theirChapter 11 Cases with minimal disruption or loss of productivity or value. I also believe that theFirst Day Motions are vital to Debtors' successful reorganization and are in the best interests ofDebtors and their creditors.74. The First Day Motions include the following pleadings filed by Debtors in theirrespective Chapter 11 Cases:(a) Company's Emergency Motion For Order Directing Joint Administration OfDebtors' Chapter 11 Cases Under Federal Rule Of Bankruptcy Procedure 1015(b)("Company's Joint Administration Motion"); and Finance Corp.'s Emergency MotionFor Order Directing Joint Administration Of Debtors' Chapter 11 Cases Under FederalRule Of Bankruptcy Procedure 1015(b) ("Finance Corp.'s Joint Administration Motion"and together with Company's Joint Administration Motion, the "Joint AdministrationMotions");(b) Debtors' Application For Order Approving Employment Of The Garden CityGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc24

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 25 of 4012345678910111213141516171819202122232425262728/ / // / /Group, Inc. As Claims And Noticing Agent (the "GCG Employment Application");(c) Debtors' Emergency Application For Order Permitting Debtor 155 EastTropicana LLC, To Honor Hotel Room And Other Customer Deposits And To HonorTravel Agent Commissions (the "Customer Deposits Motion");(d) Debtors' Emergency Motion For Order Authorizing Debtor 155 EastTropicana LLC To Honor Casino Chips And Other Gaming Liabilities (the "CasinoChips Motion");(e) Debtors' Emergency Motion For Order (I) Authorizing Debtor 155 EastTropicana LLC To Pay Wages, Salaries, Benefits, Reimbursable Expenses, AndEmployee Obligations, And (II) Authorizing And Directing Financial Institutions ToHonor And Process Checks And Transfers Related To Such Obligations (the "Wages andEmployee Obligations Motion");(f) Debtors' Emergency Motion Pursuant To 11 U.S.C. §§ 105(a) And 366 For AnOrder Determining That Adequate Assurance Has Been Provided To The UtilityCompanies (the "Utilities Motion");(g) Debtors' Emergency Motion For Order Authorizing Maintenance OfPrepetition Cash Management System And Maintenance Of Prepetition Bank Accounts(the "Cash Management Motion");(h) Debtors' Emergency Motion For Order Authorizing Debtor 155 EastTropicana LLC To Pay Pre-Petition Taxes And Fees Pursuant To 11 U.S.C. §§ 105(a),363(b), 507(a)(8), And 541(d) (the "Taxes Motion"); and(i) Debtors' Emergency Motion For An Order: (I) Allowing AdministrativeExpense Status For Goods Received Within The Twenty Day Period Before The PetitionDate, And (II) Authorizing, But Not Directing, Debtor 155 East Tropicana LLC,To PaySuch Obligations (the "20 Day Administrative Expense Motion," collectively with theforegoing, the "First Day Motions").Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc25

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 26 of 4012345678910111213141516171819202122232425262728A. Joint Administration Motions.75. The relationship between Debtors is such that Finance Corp. is an "affiliate" ofCompany, as that term is defined in Section 101(2)(B) of the Bankruptcy Code, of Company.Specifically, Finance Corp. is a wholly-owned subsidiary of Company that neither holds assetsnor conducts operations of its own. Furthermore, Debtors share the same management, maintainconsolidated books and records, and are generally viewed as one business enterprise.76. Due to the affiliated nature of Debtors' interdependent financial and operationalrelationship, the joint administration of these Chapter 11 Cases will provide significantadministrative convenience. Specifically, the joint administration of these Chapter 11 Cases willbenefit Debtors' Estates by obviating the necessity of filing duplicate motions and applications,entering duplicate orders, and preparing and providing duplicate notices to creditors and partiesin-interest,thus avoiding unnecessary time and expense. Additionally, given the joint andseveral liability of Debtors under the Credit Facility and the Indenture, any reorganization ofthese Debtors will require a joint and coordinated approach including, in all probability, a jointlyproposed plan of reorganization.B. GCG Employment Application.77. Debtors have determined that in order to carry out their duties as provided forunder Sections 1107 and 1108 of the Bankruptcy Code, it is necessary and in the best interest ofthe Estates to employ an experienced claims and noticing agent. Debtors desire to employ GCGas their claims and notice agent.78. Debtors' engagement of GCG as claims and noticing agent is therefore expresslyauthorized under 28 U.S.C. § 156(c) and Bankruptcy Rule 2002, and Debtors believe thatengaging GCG in such capacity will expedite the service of Rule 2002 notices, streamline theclaims administration process, and permit Debtors to focus on their reorganization efforts.79. Furthermore, Debtors respectfully submit that the fees and expenses that would beincurred by GCG under the proposed engagement would be administrative in nature and,therefore, should not be subject to standard fee application procedures of professionals.80. The fees to be charged by GCG in connection with these Chapter 11 Cases are setGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc26

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 27 of 4012345678910111213141516171819202122232425262728forth in the Engagement Agreement. GCG has received a $25,000 retainer from Debtors.Debtors respectfully submit that GCG's rates for its services in connection with the notice,claims processing and solicitation services are competitive and comparable to the rates chargedby their competitors for similar services.C. Customer Deposits Motion.81. As of the Petition Date, Company had hotel room reservation deposits for postpetitiondates. Numerous prospective guests and other customers had placed deposits for hotelrooms they intended to occupy or facilities they intended to use (the "Customer Deposits"). Inaddition, some of these hotel room reservations had been placed by travel agencies, whichpursuant to commission agreements, are entitled to receive commissions when such sites areoccupied and the customers pay their bills (the "Travel Agent Commissions").82. Also, as of the Petition Date, Company held proceeds from tickets for liveentertainment shows purchased by numerous customers prior to the Petition Date forperformances to be held at the Casino Hotel on post-petition dates (the "Show Tickets"). Inaddition, Company held proceeds received for live entertainment performances that occurred ondates prior to the Petition Date (the "Ticket Proceeds"). Pursuant to their contracts withCompany, the live entertainers are entitled to receive a portion of the Ticket Proceeds.83. Company requests that the Court enter an order authorizing it without furtherorder of this Court to honor all prepetition Customer Deposits, Travel Agent Commissions,Show Tickets, and Ticket Proceeds.84. Maintaining the satisfaction and goodwill of prospective guests and othercustomers is imperative to the success of any reorganization by Debtors. If Company is unableto honor advance deposits for hotel room reservations, its operations will be severely affected.85. Likewise, travel agents will be unlikely to direct their future customers toCompany if prepetition deposits and commission agreements are not honored. This would havea substantial chilling effect on the operation of Company's business. Consequently, maintainingthe satisfaction and confidence of travel agents is imperative to Company's on-going businessoperations and the success of any reorganization by Debtors.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc27

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 28 of 401234567891011121314151617181920212223242526272886. Similarly, if Company is unable to honor pre-petition show ticket purchases,Company faces the prospect of many dissatisfied customers and the loss of goodwill, both ofwhich will severely affect Company's operations.87. Furthermore, if Company is prohibited from fulfilling its obligations to transferticket proceeds to its contracted entertainers, Company's relationships with them will bejeopardized, which in turn could disrupt Company's operations.88. Thus, maintaining the satisfaction and confidence of Company's patrons and itscontracted entertainers by honoring the pre-petition show ticket purchases and fulfilling itsobligations to transfer ticket proceeds to its entertainers is imperative to Company's on-goingbusiness operations and the success of any reorganization by Debtors.89. As of the Petition Date, Company estimates that it is holding Customer Deposits,Travel Agent Commissions, Show Tickets, and Ticket Proceeds payable by Company in theamount of $353,671. With respect to Finance Corp., which operation does not include a hotel,Company hold no Customer Deposits, Travel Agent Commissions, Show Tickets, or TicketProceeds.90. Company has sufficient cash on hand to honor all of the foregoing obligations forCustomer Deposits, Show Tickets, Travel Agent Commissions, and Ticket Proceeds.91. The relief requested herein is in the best interests of Debtors' Estates, as it willhave little, if any, economic impact on Company's creditors, while preserving for the creditorsinvaluable customer goodwill and travel agent and contracted entertainer confidence. It isnecessary that this Court grant the relief requested herein to facilitate continued operation ofCompany's business. The importance of Company's customer and entertainer loyalty and theneed to encourage travel agents to continue booking business for customer is critical.D. Casino Chips Motion.92. To promote customer loyalty, Company utilizes a player's club program (the"Owl Rewards Club") at the Casino Hotel, which permits players to earn points based on gamingplay, which can be redeemed for slot bonus play, food, beverages, and various othercomplimentary items. The Owl Rewards Club is Company's primary tool for building customerGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc28

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 29 of 401 loyalty.234567891011121314151617181920212223242526272893. It would be extremely detrimental to Company's casino operations and customerloyalty if its customer programs (the "Customer Programs") were interrupted or discontinued.Such Customer Programs include, but are not limited to, player cards and slot machine playercards such as the Owl Rewards Club.94. It would be extremely harmful to Company's casino operations if they wererequired to distinguish between pre-petition and post-petition casino chips, EZ Pay Tickets,wagers, promotions, and progressive liability. In addition to the expenses that would arise fromdevising and implementing a system for making such distinctions, there undoubtedly would be achilling effect on casino operations if each such claim had to be examined for the purpose ofascertaining whether the claim arose pre or post-petition.95. Finally, Company's failure to honor Gaming Liabilities would also likely causesubstantial regulatory compliance issues with applicable gaming authorities. Company's failureto honor its Gaming Liabilities would jeopardize Debtors' gaming licenses, without whichCompany's casino operations would cease entirely depriving Company of any potential revenuegenerating opportunity from that aspect of its business.96. Additionally, the importance of Company's customer loyalty cannot beunderestimated. Company operates in a competitive environment where there are many casinosand slot machines available for customers to patronize. As such, if Company does not honorimmediately its Gaming Liabilities incurred in the ordinary course of its business and continueits Customer Programs, Company's customers will simply turn to Company's numerouscompetitors to gamble. Those customers will gamble where collecting on casino chips orotherwise redeeming assets owing to them from gaming activity does not present an issue. Anysuch customer defection and losses in customer loyalty would be disastrous to Debtors'prospects to successfully reorganize.97. Company's failure to honor its Gaming Liabilities and its Customer Programswould devastate customer confidence in Company's business also presenting Company with thepossibility of revenues losses that far exceed the cost associated with honoring and continuingGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc29

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 30 of 4012345678910111213141516171819202122232425262728such practices.98. Indeed, in order to operate effectively in its Chapter 11 Case, Company must beable to exchange its casino customers' cash for casino chips and EZ Pay Tickets, and vice versa,redeem its casino customers' points for prizes, and disburse to its casino customers' slot machinepayouts and jackpots to which they are entitled.E. Wages and Employee Obligations Motion.99. As of the Petition Date, Company employed approximately 701 full and part-timeemployees ("Employees") in the ordinary course of its business. Continued service by theEmployees is vital to Company's ongoing operations.100. As of the Petition Date, the Employees were owed or had accrued in their favor,various sums from Company for wages and salaries incurred in the ordinary course ofCompany's business, including any prepetition compensation (collectively, the "WageObligations"). The total estimated amount of Wage Obligations that will have accrued, butremain unpaid, as of the Petition Date is approximately $495,326. Company pays its Employeeson a bi-weekly payroll cycle. The last payroll was made on July 26, 2011.101. Company is required by law to withhold from its Employees' wages amountsrelated to federal, state, and local income taxes, as well as social security and Medicare taxes andto remit the same to the appropriate taxing authorities. To the extent Company has deductedfunds from the Employees' paychecks sufficient to pay prepetition taxes, withholding taxes andFICA contributions attributable to Wage Obligations, which are due but have not been paid yetto any governmental entity, Company seeks authorization to continue to deduct these funds andpay them to such governmental entities in the ordinary course of business.102. In addition, Company is required to make matching payments from its own fundson account of social security and Medicare taxes, and to pay, based on a percentage of grosspayroll (and subject to state-imposed limits), additional amounts to the taxing authorities for,among other things, state and federal unemployment insurance. Company seeks authorization tocontinue to pay these funds in the ordinary course of business.103. In the ordinary course of processing payroll checks for its Employees, CompanyGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doc30

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 31 of 4012345678910111213141516171819202122232425262728also withholds certain amounts for various garnishments (such as tax levies, child support,payments to bankruptcy trustees, and student loans) (collectively, the "Garnishments"), whichamounts have not been forwarded yet to the respective law firms and government agencies whoare tasked with collecting the funds. As of the Petition Date, Company estimates the totalGarnishments withheld at approximately $1,464. Company requests permission to pay over anysuch withholdings in the ordinary course of business.104. In addition, in the ordinary course of its business, Company has accrued amountsfor contributions to 401(k) retirement plans, health and benefit programs and voluntary insuranceplans, pertaining to services rendered by the Employees prior to the Petition Date (collectively,the "Employee Benefit Plans"). These benefits include health plans (i.e. medical, dental, vision,and life insurance), flexible spending accounts for healthcare and dependent care, variouswelfare plans (i.e. life insurance, disability insurances, accidental death and dismembermentinsurance, long-term care and critical illness insurance), and other employee assistanceprograms. These employee benefit contributions (the "Employee Benefit Contributions") are anintegral part of the compensation to which the Employees are entitled. The amount of EmployeeBenefit Contributions which will have accrued, but will remain unpaid, prior to the Petition Dateare estimated to be $27,688.19.105. Company also permits Employees to accrue various paid time off, pursuant towhich Employees are eligible, in certain circumstances, to receive their full wages for, amongother things, vacation and/or personal days, among other matters (the "Vacation & PTOAccruals"). If an Employee does not use the Vacation & PTO Accruals and subsequently leavesCompany's employment, he or she may receive payment for such unused Vacation & PTOAccruals. The amount of Vacation & PTO Accruals that will have accrued but will remainunpaid prior to the Petition Date is estimated to be $191,555.106. In the ordinary course of their employment, certain authorized Employees mayhave used their own personal credit cards or expended their own personal funds on behalf of andfor the benefit of Company ("Reimbursable Business Expenses"). The Chapter 11 Cases werefiled during Company's normal payroll periods for hourly and salaried Employees and duringGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc31

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 32 of 40123456789101112131415161718192021222324252627their normal reimbursement cycle for Reimbursable Business Expenses. Employees renderedservices and incurred Reimbursable Business Expenses in anticipation of receiving their standardcompensation and reimbursements; however, as of the Petition Date, such obligations mayremain unpaid and unreimbursed. Company cannot provide a definitive amount of ReimbursableBusiness Expenses as of the Petition Date, but based upon prior business practices, wouldestimate that amount does not exceed $10,000. Company seeks authorization to pay suchReimbursable Business Expenses in the ordinary course of business.107. If Company is unable to take the necessary steps to ensure that wages and taxesare paid for the pay period commencing immediately prior to the Petition Date and concludingpost-petition, there is a significant risk that large numbers of essential Employees will resign andthat those Employees that remain will be discontented and demoralized.108. Company has sufficient cash on hand to honor all of the foregoing employeerelated obligations as set forth herein.109. Continued payment of Wage Obligations, Employee Benefit Contributions, andReimbursable Business Expenses, as well as the honoring of Vacation and PTO Accrual, andmaintaining their workers' compensation system, are essential to preserve the morale and tomaintain positive relations between Company and its Employees. If the relief requested in theMotion is not granted, the success of Debtors' reorganization will be placed in substantialjeopardy.F. Utilities Motion110. In the ordinary course of its business, Company incurs utility expenses for water,sewer service, electricity, gas, telephone service, interne service, cable television, and wastemanagement. These utility services are provided by the utilities (as such term is used in Section366, collectively, the "Utility Providers") limited to those listed on the Utility Service Listattached as Exhibit "2" to the Utilities Motion.111. On average, Company collectively expends approximately $148,800 each monthon utility costs. As of the Petition Date, Company owes payments to several of the Utility28Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc32

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 33 of 4012345678910111213141516171819202122232425262728Providers in the total amount of $152,994.99.15112. Preserving utility services on an uninterrupted basis is essential to Company'songoing operations and, therefore, to the success of its reorganization. Any interruption of utilityservices, even for a brief period of time, would disrupt Company's ability to continue servicingits customers, thereby negatively affecting customer relationships, revenues and profits. Such aresult could jeopardize Debtors' reorganizations efforts and, ultimately, value and creditorrecoveries. It is therefore critical that utility services continue uninterrupted during theseChapter 11 Cases.113. Company intends to pay the Invoices and the postpetition obligations owed to theUtility Providers in a timely manner. Company expects that it will have ample liquidity, basedupon Cash on Hand and cash flow from operations, to pay the Invoices and its postpetitionobligations to Utility Providers.114. One of Company's Utility Providers, namely Las Vegas Valley Water District("LVVW") held a sizeable deposit from as of the Petition Date. Specifically, LVVW held adeposit in the amount of $9,000.00 (the "LVVW Deposit"), which amount reflects nearly sixty(60%) percent of the cost Company incurred for water with LVVW for the month of July 2010,the month typically reporting Company's highest rate of water consumption.115. To provide additional assurance of payment for future services to the UtilityProviders, that did not hold deposits from Company on the Petition Date (collectively, the "OtherUtility Providers"), Company has deposited $74,400 (a sum equal to 50% of Company'sestimated cost of its monthly utility consumption (the "Proposed Adequate Assurance") into aseparate, interest-bearing account (the "Utility Deposit Account"). The Utility Deposit Accountwill provide still further assurance of future payment, over and above Company's ability to payfor future utility services in the ordinary course of business based upon its existing cash on handand cash flow from operations.15 On the Friday prior to the Petition Date, Company received invoices (collectively, the "Invoices") from NVEnergy in the amount of $128,555.26, LVVW in the amount of $13,767.27, CenturyLink in the amount of$4,698.42, Sprint in the amount of $1,375.99, and T-Mobile in the amount of $3,598.05. Due to the timing of thereceipt of the Invoices, such balances remain outstanding.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc33

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 34 of 4012345678910111213141516171819202122232425262728116. Company submits that the LVVW Deposit and Proposed Adequate Assuranceprovide protection well in excess of that required to grant sufficient adequate assurance to theUtility Providers.117. Company has sufficient resources to pay, and intend to pay, all valid postpetitionobligations for utility services in a timely manner, especially considering that the aggregateamount of Company's utility obligations is not overwhelming.118. In addition, Company has a powerful incentive to stay current on its utilityobligations because of Company's reliance on utility services for the operation of its business.119. The proposed Procedures are necessary for Debtors to carry out theirreorganization efforts.120. If they are not approved, Company could be forced to address a host of requestsby its Utility Providers in a disorganized manner during the critical first weeks of theirreorganization.121. Moreover, Company could be blindsided by a Utility Provider unilaterallydeciding--on or after the thirtieth day following the Petition Date--that it is not adequatelyprotected and discontinuing service or making an exorbitant demand for payment to continueservice. Discontinuation of utility service, particularly electricity at the Property, couldessentially shut down operations, and any significant disruption of operations could put Debtors'reorganization efforts in jeopardy.122. Under the circumstances of these Chapter 11 Cases, Debtors assert that theestablishment of a cash reserve, in an amount that is substantial relative to Company's estimatedmonthly utilities consumption, especially in light of the fact that LVVW already holds a sizeabledeposit, constitutes adequate assurance of payment under Section 366(c).123. Prior to the Petition Date, Company used its best efforts to contact all of its UtilityProviders and get specific and personal contact information (i.e., not just the general Post Officebox where payments are remitted) where notices of bankruptcy and this Motion could be sent,including but not limited to fax and e-mail addresses to allow for immediate delivery when suchinformation was available.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc34

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 35 of 4012345678910111213141516171819202122232425262728G. Cash Management Motion.124. To manage its business efficiently and seamlessly, Company utilizes a centralizedcash management system (the "Cash Management System") to collect and transfer fundsgenerated by its operations and disburse those funds to satisfy the obligations required to operateits business.125. As part of the Cash Management System, Company proposes to maintain itsexisting bank accounts (collectively, the "Bank Accounts") post-petition which are maintainedby Company's banks (the "Banks"). The Bank Accounts are essential for Company's continuedoperations.126. The Bank Accounts generally include as follows: (i) a main depository account("Operating Account"); (ii) an account for payment of payroll and payroll related charges("Payroll Account"); (iii) an account for the deposit and disbursement of travel agentcommissions ("Travel Account"); (iv) an account for the deposit and disbursement of employeepayroll deductions for 401k contributions to John Hancock, the third-party 401k investmentcompany ("401k Account"); (v) an account for the deposit and disbursement of employee payrolldeductions for Cafeteria 125 Plan contributions ("Café 125 Account"); and (vi) an account forthe deposit of credit card payments ("Credit Card Account").127. Company's primary source of revenue is gaming and hotel revenues. Many ofCompany's customers pay its bills by means of credit cards. Thus, Company also has amerchant account (the "Merchant Account," together with the Bank Accounts, the "Accounts")through which payments made through credit card companies, such as Visa, MasterCard, andDiscover, are processed. After processing the credit card customer drafts, the proceeds aredeposited into the Credit Card Account. A summary detailing the Bank Accounts and theMerchant Account is attached hereto as Exhibit "24."128. Company has been advised that it would take a substantial amount of time toobtain a new Merchant Account. Hence, if the Company is not permitted to continue to use theMerchant Account as Debtor-in-possession, it could not offer its customers the service ofallowing them to pay its bills by credit card for whatever period of time it would take for theGordon SliverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc35

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 36 of 4012345678910111213141516171819202122232425262728Company to obtain new a Merchant Account. The absence of credit card services wouldmaterially and adversely affect Company's business.129. As of the Petition Date, customer drafts relating to such credit cards were invarious stages of collection. To obviate the disruption that might otherwise occur in thecollection process, it is in the best interest of the Estates to be authorized to continue to itsordinary course credit card transactions, rather than to close this account and then open a newaccount.130. Company's Cash Management System is an ordinary, usual and importantbusiness practice. The Cash Management System enables Company to maintain control over thereceipt and disbursement of cash, and to generate timely and accurate financial informationcritical to operations during the pendency of these Chapter 11 Cases. If these practices andprocedures are disrupted, Debtors' effort to reorganize may be jeopardized.131. Company's Cash Management System is similar to those commonly employed bycorporate enterprises of comparable size and complexity. Many corporate enterprises use thesecash management systems because such systems provide numerous benefits. Among the mostimportant of these benefits is the ability to control corporate funds and ensure cash availability,to reduce administrative expenses, and to have easy access to timely and accurate financialinformation.132. Establishing a new cash management system would entail significant delay andcost. At a minimum, substantial disruptions to Company's business would occur by, amongother things, delaying the payments to vendors, lessees, employees, and customers. This wouldin turn harm trade creditors, consumer confidence, and employee loyalty, and would hinderDebtors' chance to successfully reorganize.133. Further, maintaining the existing Cash Management System would not prejudiceany party. Company will maintain strict records with respect to all transfers of cash so that theyare able to readily account for all transactions. Company's maintenance of its existing CashManagement System is not only of critical importance to Company's business operations, but isalso in the best interest of the Estates and Debtors' creditors.Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc36

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 37 of 4012345678910111213141516171819202122232425262728134. To require Company to close the Accounts and to open new bank accounts and anew merchant account would cause substantial disruption and delay in Company's ongoingoperations and would materially and adversely affect Company's business.135. To avoid such problems and to ensure as smooth a transition into Chapter 11 aspossible, it is imperative that Company be permitted to continue using the Accounts.136. Because Company processes large amounts of cash on a daily basis to facilitatethe unique needs of its business, any disruption to the Cash Management System or the Accountswould seriously harm Debtors and the Estates.137. If the Cash Management System Accounts are disrupted, Debtors will experienceimmediate and irreparable harm.H. Taxes Motion.138. In the ordinary course of business, Company collects and incurs various Taxesand Fees, which are payable to the appropriate Authorities. Taxes and Fees are paid at differenttimes depending on the frequency of when each Tax and Fee must be remitted, and are paid tothe relevant Authority in accordance with each Authority's requirements, including paymentsmade by check or by electronic fund transfer. These Taxes and Fees include the following:a. Real and Personal Property Taxes.Company owns real and personal property located in Nevada that is subject to state andlocal property taxes (collectively, "Property Taxes"). Failure to pay Property Taxes inthe ordinary course of business may result in the imposition of statutory liens onCompany's real and personal property. Debtors estimate that as of the Petition Date,approximately $170,765 in Property Taxes are accrued but unpaid.b. Sales Taxes.Company collects from customers or incur an assortment of state and local sales taxes(collectively, the "Sales Taxes"), and remit the Sales Taxes to the appropriateAuthorities. Sales Taxes accrue as tangible goods and services are invoiced to customersand are calculated based on a statutory percentage of the sale price invoiced to thecustomer. If such taxes are not remitted to the Authorities on a timely basis, theGordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc37

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 38 of 40123456789101112131415161718192021222324252627Authorities often impose personal liability on officers of a corporation. Company remitsSales Taxes on a monthly basis. Company estimates that as of the Petition Date,approximately $121,648 in Sales Taxes are accrued but unpaid.c. Use Taxes.Company may be responsible for payment of use taxes ("Use Taxes") when it purchasescertain tangible personal property for use in a jurisdiction where the acquisition of suchproperty is taxable, but Sales Tax was not charged by the vendor. In such instances,Company is responsible for assessing upon themselves and paying the Use Taxes whenapplicable. If such taxes are not remitted to the Authorities on a timely basis, theAuthorities often impose personal liability on officers of a corporation. Companyestimates that as of the Petition Date, approximately $6,725 in Use Taxes are accrued butunpaid.d. Business Taxes.Company may be responsible for payment of business and room occupation taxes(collectively, "Business Taxes") which are levied against the seller of goods or providerof services. Company estimates that as of the Petition Date, approximately $137,887 inBusiness Taxes are accrued but unpaid, which sum is comprised of approximately$18,500 in business taxes and $119,387 in room occupation taxes.e. Business License Fees and Gaming TaxesCompany is required to obtain business licensing and pay corresponding business licensefees to remain in good standing for the purposes of conducting Company's business.Additionally, taxes are assessed to Company or to Company's customers for servicesprovided in Company's business, including but not limited to gaming, and similar taxes.In accordance with applicable authority, these gaming tax obligations are prepaid in threemonth rolling estimates. Provided such requirements, Company estimates that, as of thePetition Date, it has accrued pre-petition business license fees of approximately $0 andgaming taxes (including entertain tax) of approximately $93,354.28 / / /Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/684085_10.doe38

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 39 of 4012345678910111213141516171819202122232425262728f. Miscellaneous Taxes and Fees.Various state and local laws may require Debtors to obtain and pay fees for a wide rangeof licenses and permits from a number of local, state, and federal regulatory agencies.The amount owed, if any, for these taxes and fees is de minimis. To the extent there arepre-petition amounts outstanding with respect to these taxes and fees, Company requeststhe authority to pay such amounts.139. Paying the Taxes and Fees will benefit Company and its creditors by allowingbusiness operations to continue without interference or distraction, and to allow Debtors tooperate their respective Chapter 11 Cases without interference from the Authorities.140. Payment of the Taxes and Fees is integral to the continuing operation ofCompany's business and Debtors' successful reorganization, and is appropriate and consistentwith the provisions of the Bankruptcy CodeI. 20 Day Administrative Expense Motion.141. Company depends on a normal and regular supply of goods from various vendorsin the ordinary course operations of its business, and any interruption of such supply wouldseverely impact Company's business and its ability to serve its customers. Moreover, withrespect to certain kinds of trade relationships, Company may be unable to obtain the necessarygoods elsewhere in the marketplace and/or on competitive terms.142. To minimize the impact and need for this Motion, Company has attempted to payin full all trade creditors prior to the Petition Date. Notwithstanding this effort, Companyanticipates that there may be some creditors who delivered goods that were received byCompany within twenty (20) days before the Petition Date, which goods were sold to Companyin the ordinary course of Company's business, all within the meaning of Section 503(b)(9) of theBankruptcy Code (such alleged claims, the "Priority Goods Claims" and the alleged holders, the"Priority Goods Claimants"). Company estimates that they may still owe approximately$480,000 to potential Priority Goods Claimants./ / // / /Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doe39

Case 11-22216-bam Doc 16 Entered 08/01/11 18:20:48 Page 40 of 4012345678910111213141516171819143. Company proposes the payment of the Priority Goods Claims held by thosePriority Goods Claimants with whom Company wish to continue doing business and who agreeto continue to supply goods to Company on ordinary and acceptable trade terms to Company. Ifa particular Priority Goods Claimant refuses to continue doing business with Company and/orrefuses to do so on the same or better terms as allowed prepetition, Company request that they begiven the discretion not to pay that Priority Goods Claimant pursuant to terms of this Motion.144. First, this approach preserves Company's valuable trade relationships with itsvendors, and allows Company uninterrupted operations and a seamless transition through theChapter 11 Cases. Second, by making the payment of trade creditors discretionary, it providesCompany with leverage to maintain its ordinary course trade terms and deter trade creditors fromattempting to discriminate against Company with alternative trade terms going forward duringthese Chapter 11 Cases.145. Company believes that this relief is in the best interests of the Estates because: (i)favorable trade terms will prevent the contraction of Company's liquidity; and (ii) this Court'stime and resources will not be burdened with numerous motions from individual Priority GoodsClaimants requesting payment of such administrative expenses.I declare under penalty of perjury of the laws of the United States that these facts are trueto the best of my knowledge and belief.DATED this 1st day of August, 2011.202122232425262728Gordon SilverAttorneys At LawNinth Floor3960 Howard Hughes PkwyLas Vegas, Nevada 89169(702) 796-5555101535-001/68408510.doc40

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 1 of 48EXHIBIT 1

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 2 of 48LKNEL&GLEMIIIC IE -THIS LICENSE AGREEMENT is entered into this 2 14r day of March, 2001, byand between HI LIMITED PARTNERSHIP, with its principal office located at 26133 U.S.Highway 19 North, Suite 100, Clearwater, Florida 33763-2019, hereinafter referred to as"LICENSOR" and HOOTERS GAMING CORPORATION. a Nevada corporation, with itsprincipal offices located at 26133 U.S. Hwy. 19 North, Suite 100, Clearwater, Florida 33763,hereinafter referred to as "LICENSEE."L Grant of LicenseLicensor grants to Licensee, for the term of this Agreement, subject to the terms andconditions hereinafter contained, an- exclusive license to use (i.e., to the -exclusion. of Licensorand all other persons or entities) all of the intellectual property described on the attached Exhibit"A" (collectively referred to as "Licensed Intellectual Property") in comection with gaming,casino and/or combined hotel, gaming and casino operations (i.e., no hotel will be operated underthis license unless a casino is part of the facility; but gaming and casino operations are permittedwhether or not they are part of a hotel).A. Combined hotel, gaming and casino operations include,"but are not limitedto, the right to provide the following services within the hotel and casino facility:1. room service;. •2 restaurant operations, inchiding, but not limited to, a HOOTERS®restaurant so long as Licensee obtains the permission of the franchisee with theright to operate HOOTERS. restaurant in Nevada to feature a HOOTERS*restaurant as one of the restaurants therein; provided, however, that if prior toactually opening such restaurant no HOOTERS. restaurant franchisee then hasthe right to grant such permission; Licensor, shall be deemed to have herebygranted such permission directly to the Clearer,3. =tali sales facilities within which licensee shall have the right toallow others to conduct retail sales of all kinds; and4. entertainment facilities, subject to the quality standards set forth inSection XI hereofB. All gaming, casino and/or combined hotel, gaming and casino operationspermitted herein shall also include:1. the right to sell merchandise bearing some or all of the LicensedIntellectual Property,.so long as such- merchandise has previously been approvedby Licensor (which approval shall not be unreasonably withheld) and suchmerchandise has been manufactured by manufacturers licensed by Licensor tomanufacture such merchandiseSTP115111144.11. 1

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 3 of 482. The right to use the Licensed Intellectual Property and to use"HOOTERS. girls" (and their names and likenesses) in the Facilities (as definedbelow) to promote, market and advertise such Facilities worldwide and over theInternet (including, but not limited to, using the word "Hooters" or "hooters" inany and all related domain names used for any and all related web sites on theInternet, so long as such domain names also include additional letters or wordsthat identify the particular web site's relationship to the nature of the licensee'slicensed business operations [e.g., "hootershotelandeasino,""hooterscasinoandhotel," or "hooterseasino" or the lilse, but excluding"bootershotel," which name shall not be used)), through any media and in anycontent; provided, however, that Licensee shall take no action or position withreference to the "HOOTERS° girls" which interferes with the applicability ofthat certain Bona Fide Occupational Qualification as provided by law, including,without limitation, such qualification as provided in that certain Consent Decreedated November 25, 1997, and entered in Gonzalez v. Hooters, inc. et at., etc.,Consolidated Case Nos. 93 C 7709, 94 C 6338, and 97 C 2563 by the UnitedStates District court for the Northern District of Illinois, Eastern Division (the"BFOQ Requirement") and3. The right to include HOOTERS° girls as part of the staff of anycasino or combined hotel, casino and gaining facility, whether or not such personshave ever had experience working in a HOOTERS° restaurant, subject to theBFOQ Requirement set forth in Section 13.2 of this AgreementAII activities to which this grant of license applies shall be referred to collectively as the"Licensed Activities".IL lergtomiThe Licensee shall be entitled to use the license granted hereunder in the territorydescribed below (herein such territory is called "licensed Territory").A. Gam n& casino and/or hotel or combined hotel, gaming and casinooperations — within the State of Nevada (any and all such operations and the facilities inwhich they occur shall be referred to collectively as the "Facilities"); and.B. Promotion, marketing and advertising of the Facilities — worldwide,including, but not limited to, over the Internet, subject to the provisions of Section LB2of this AgreementThis Agreement shall begin on the 15 th day of March, 2001, and shall be perpetual, unlesssooner terminated in accordance with the provisions hereofW. Licensing Fees.S1INS1 344.11 2

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 4 of 48A. Initial Fee: The Licensee agrees to pay Licensor the sum of FiveHundred and no/100 Dollars ($500.00) Dollars payable upon execution of this agreementand on each anniversary date during the term of this Agreement.B. percentage Comperisa0011:1. As the sole additional compensation under this license, theLicensee shall pay Licensor royalties in an amount equal to two percent (2%) ofall Net Revenues of Licensee Generated by the Licensed Activities (as defined inSection 1V.B.2) (the "Royalties') during the term of this Agreement, subject tothe terms of Section V below.2. "Net Revenues of Licensee Generated by the LicensedActivities" shall mean the dollar amount of (a) all gross revenues from licensedgaming activities as that term is defined in Nevada Revised Statute *463.016i,plus (b) all gross revenues from other Licensed Activities (Le., other thanrevenues from gaming activities) after deducting (1) any bona fide credits forrefunds actually • made or allowed, (2) all promotion allowances andcomplimentary items and services given by Licensee to customers, (3) credit cardfees payable by Licensee, and (4) revenues generated by any HOOTERS•restaurant operated as part of any of the Facilities on which the restaurant operatorindependently pays fees to Hooters of America, Inc. ("BMA"); provided,however, that if HOOTERS• restaurant revenues are not deducted on account ofthe restaurant operator's failure 11, pay fees in accordance with . such operator'sagreement(s) with HOA, and such operator thereafter pays the previously unpaidfees to HOA, Licensee shall receive a Credit for such payments in the nextcalculation of Net Revenues of licensee Generated by the Licensed Activities.Licensee pays Licensor In computing such net revenues, no other direct orindirect expenses or costs incurred in providing the Licensed Activities shall bededucted, nor shall any deduction be made for uncollectible accounts, cashdiscounts, or similar allowances. Such Percentage Compensation shall be payableconcurrently with the periodic statements required in paragraph V of thisAgreementAny payments not made by the 15th day following the close of the period for which payment isdue shall bear interest at.the rate of 1.5% per month.V. Licensor envenomsA. Licensor and any and all of its officers, directors and shareholders, atLicensee's expense, shall obtain and maintain at all times all licenses and approvalsnecessary or requested by the Nevada State Gaming Board, the. Nevada GamingCommission or other local or state authority having jurisdiction over the casino or hotellicenses (the "Nevada Gaming Authorities"). Licensor recognizes that the NevadaGaming Authorities may make Licenser's continuing right to receive the Royaltiesconditioned an Licensor, its officers, directors • and shareholders fulfilling thequalifications of the Nevada Gaming Authorities and maintaining all necessary approvalsSTP•51114411 3

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 5 of 48•• r or% -and licenses required by the Nevada Gaming Authorities. Licensor will take any and all• actions necessary, and will fully cooperate with Licensee and the Nevada Gaming.Authorities, to fulfill such qualifications and obtain and maintain all such approvals,including, without limitation, any or all of the following, if required by the NevadaGaming Authorities:• 1. The termination by Licensor of any connection or ablation it haswith individual officers, directors or shareholders who fail to fulfill thequalifications of the Nevada Gaining Authorities or who otherwise are required tobe approved by, but cannot obtain the approval of the Nevada GamingAuthorities; or2. The sale, transfer or delegation, or complete divestiture of some orall of Licensor's rights under this Agreement or of all right, title ale interest inownership or use of the Licensed Intellectual Property in the State of Nevada forthe purposes expressed in Section 1 of this Agreement to another entity or into atrust designated by Licensor (the "Transferee") in which Licensor and itsofficers, directors and shareholders have no right, title or interest of any kind,legal or equitable, and no direct or indirect right or ability to exercise any of theLicensor's rights hereunder. •B. During any period in which the Licensor or its officers, directors orshareholders fail to obtain or maintain the approvals required by the Nevada GamingAuthorities, no Royalties shall be paid to Licensor. Instead, all Royalties due hereundershall be paid into a separate interest bearing escrow account pending receipt by licensoror, if applicable, the Transform of all required approvals, at which tin= such Royaltiesso held shall be turned over to Licensor or, if applicable, the Transferee. If Licensor failsto obtain all such approvals within twenty years of the date on which application is firstmade therefor, then all Royalties paid into and held in such account shall revert to andbecome the property of Licensee, who shall then have no further obligation to pay anyRoyalties to Licensor thereafter.C. If Licensor fails or refuses to comply with the covenants set forth inSection VA above in any way that interferes with Licaiseel ability to obtain theapproval of the Nevada Gaming Authorities to open any Facilities, Licensee shall havethe right to require Licensor to sperfifically perform the terms of this Agreement. At anytime that Licensee believes Licensor is so failing or refusing to comp/y, Licensee shallhave the right to seek such specific performance through binding arbitration in the Stateof Nevada by making written demand therefore through the American ArbitrationAssociation, using arbitrators located in Nevada who have been approved by theAmerican Arbitration Association. •1. Upon receipt of such written demand, Licensor shall select anarbitrator, Licensee shall select an arbitrator, and the two arbitrators shall select athird arbitrator.sins-tram.' 4

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 6 of 4800/08/04 13:25 FAX2. The parties shall expedite the resolution of such arbitration suchthat it will have been completed within 45 days after Licensee demands sucharbitration.3. The decision of the arbitrators will be final, and such decision shallbe enforceable in a Court of competent jurisdiction, including, but not limited tothe Courts located within the State of Nevada; provided, however, that thearbitrators shall have no authority to, and nothing contained herein shall in anymanner, directly or indirectly, interfere with or affect the obligation of theLicensee for the payment of Royalties.VLPeriodic Staternergs.Licensee shall, on the 15th day following the close of each calendar month in which grossrevenues are generated during the term of this Agreement, furnish to Licensor complete andaccurate statements, certified by an officer of the Licensee, showing the Net Revenues ofLicensee Generated by the Licensed Activities during the preceding calendar month. Suchstatements shall first be Banished commencing with the l5 m day of the month immediatelyfollowing the calendar month in which any gaming, casino or hotel operations are opened Torbusiness, and shall be furnished monthly thereafter to Licensor, whether or not any revenueshave been received during the calendar month for which statements are due.VII. Books Bnd Itecords.A. Presqvation of Records. The Licensee shall keep and maintain accuratebooks of account and records covering all transactions related to the license herein andshall preserve records covering the two most recent calendar years for at least two (2)years following the termination or expiration of the term of this Agreement, or anyrenewal thereof or such longer period as otherwise may be required by the applicablegovernmental authorities. Said books and records which shall be kept and maintainedand shall include, but shall not be limited to, invoices, sales journals, general ledgers,customer lists, correspondence, banking records, and other records pertaining to thevarious items required to be shown on the statements to be submitted by Licensee toLicensor, together with all sales tax and all other reports filed with or required by theapplicable governmental authorities. If a default occurs ender Section Xal hereunder,then upon Licensee's receipt of wiitten notice identifying that default, Licensee shallpreserve all then existing records it otherwise could have discarded or destroyed pursuanthereto, until such time as the default is cured or the requirement to preserve such recordshas been otherwise waived by Licensor. •B. Examination. Licensor and its authorized representative shall have theright, at all reasonable daytime business hours of the day, on 5 days prior notice, toexamine such books of account and records and all other documents and materials inLicensee's possession under. its control with respect to the subject matter of thisAgreement, and LiCCUSOr shaB have the right to inspect all other documents and materialsin Licensee's possession under its control with respect to the subject matter of thisSTI15111144-11 5

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 7 of 48upfuorue •. 14:40 reactAgreement, and Licensor shall have free and full access thereto for such purposes and forthe purpose of making extracts therefrom and copies thereof subject to the provisions ofSubsections VILC and VILD. It at any time, the Licensor examines the books andrecords of account of the Licensee, and the Licensor determines a deficiency, then theLicensee shall be responsible for the payment of the entire deficiency, together withinterest thereon at the rate of 8% per IUMIDO from the date such amount became due untilthe date of payment, and if such deficiency is more than 2% of the mutual amountactually due Licensor and the amount actually paid by the Licensee to Licensor duringthe preceding 12 months, then the Licensee shall pay Licensor's reasonable costs andexpenses of such audit and inspection. Once Licensor has concluded its examination forany particular period, it shall have not thither right of examination with respect to suchperiod.C. Trade Secrets. Licensor shall treat as confidential and shall not disclose toany person at any time daring the term of this Agreement or thereafter any or all tradesecrets of Licensee to which Licensor becomes privy, whether by virtue of itsexamination rights set forth in Section VII.B hereof or otherwise. If Licensor reasonablybelieves it must make some form of disclosure of such trade secrets to others in order toenforce the terms of this Agreement or to comply with other applicable laws, statutes orrules (mcluding, but not limited to subpoena(s) served on Licensor), Licensor shall giveLicensee reasonable written notice (which shall mean thirty days, in most cirramstances,but in all events shall be no less than a reasonable period of time, if available, to theintended or required disclosure) of its intent or obligation to disclose such trade secrets,so that Licensee can seek to prevent such disclosure through such means as are availableto Licensee to do so (e.g., through a motion for protective order or to quash process andthe like). If a court order is entered prohibiting such disclosure, Licensor shall complywith such order for so long as it remains in effectD. Confidential. Licensor shall treat as confidential and shall not disclose toany person at any time during the term of this Agreement or for a period of two yearsfollowing the termination of this Agreement any and all other confidential or proprietaryinformation of the Licensee to which Licensor becomes privy, whether by virtue of itsexamination rights set forth in Section VILB hereof or otherwise. If Licensor reasonablybelieves it must make some form of disclosure of such information to others in order toenforce the terms of this Agreement or to comply with other applicable laws, statutes orrules (including, but not limited to' subpoena(s) served on Licensor), Licensor shall giveLicensee reasonable written notice (Which shall mean thirty days, in most circumstances,but in all events shall be no less than a reasonable period of time, if available, prior to theintended or required disclosure) of its intent or obligation to disclose such infonnaticm, sothat Licensee can seek to prevent such disclosure through such mews as are available toLicensee to do so (e.g., through a motion for protective order or to quash process and thelace). If a court order is entered prohibiting such disclosure, Licensor shall comply withsuch -other for so long as it remains in effect.VIII. Goodwill.STP/511544.11 6

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 8 of 48A. The Licensee recognizes and acknowledges the great value of the goodwillassociated with the Licensed Intellectual Property and acknowledges that the goodwillattached thereto belongs exclusively to the Licensor and that such Licensed IntellectualProperty have secondary meanings in the minds of the public. The Licensee shall not,during the term of this Agreement, or thereafter, attack or aid or assist others in attackingthe property rights in and to the Licensed Intellectual Property, or attack the validity,legality or enforceability of this Agreement in accordance with its terms.B. Licensor shall not, either during or after the term of this Agreement, doanything, or aid or assist any other party to do anything, which would harm, impair,disparage or denigrate the Licensed Intellectual Property licensed for use by Licensee,and shall take all steps necessary to preserve the goodwill in such Licensed IntellectualProperty. In that regard:IX. Indemnification.1. Licensor hereby delegates to Licensee, at its solo expense, the rightand obligation to pursue infringers of the Licensed Intellectual Property ingaming, casino and/or combined hotel, gaming and casino activities within theState of Nevada. In that regard, Licensor shall fully cooperate with Licensee insuch efforts and, if requested or required by the Licensee to do so, shall join as aparty to any and all litigation deemed necessary by the Licensee to stop suchinfringement, at Licensee's expense_2. Licensor, at its option and expense, shall pursue infringers of theLicensed Intellectual Property within the State of Nevada in all other activities.The Licensee shall assist Licensor, to the extent necessary, in the procurement ofany protection or to protect any of the Licenser's rights to the LicensedIntellectual Property, and except as provided in Section VIII-13.1, Licensor, if it sodesires and in its sole discretion, may -commence or prosecute any claims or suitsin its own name or in the name of Licensee, or joint Licensee as a party thereto, atLicensor's expense.3. The Licensee shall notify Licensor in writing of any infringementsor imitations by others of the Licensed Intellectual Property in any manner whichbecome known to Licensee.4. Licensor shall notify licensee in writing of any infringements orimitations by others of the Licensed Intellectual Property in the State of Nevada inthe gaming, casino and/or combined hotel, gaming and casino area which becomeknown to Licensor.Licensee hereby agrees to indemnify and hold harmless the Licensor from any claims,demand, erases of action or damages (including attorney's fees) arising out of Licensee's use ofthe Licensed Intellectual Property in connection with the Licensed Activities. Without in anyway limiting the foregoing, the Licensee will obtain 'and maintain liability insurance or cause tobe obtained and maintained liabll insurance under all coverages maintained by or for theST21511544.11 7

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 9 of 48Sri ••■41..Licensee providing protection that includes the Licensor and its officers, directors andshareholders as additional insureds against any claims, demands or causes of action or damages(including attorney's fees) arising out of or relating to the Licensed Activities.X. Trademark Notices and Reoistrations.The Licensee shall display either or both of the following general notices on or withinfacilities and any written Materials, including all Internet materials, displaying the LicensedIntellectual Property and/or at such other locations that the Licensor may from time to timedesignate:A. The HOOTERS° trademark and logo insignia are the exclusive propertyof the la Limited Partnership CLicensor") and may not be reproduced without thewritten consent of Licensor, and /orB. Official Licensee of the HI Limited Partnership.The Licensor shall have the right to revise the above notice requirements and to require suchother notices as shall be reasonably necessary to protect the interests of Licensor. After approvalpursuant to Section XI of this Agreement, the Licensee agrees to advise Licensor of the initialdate of engaging in the Licensed Activities, and upon request, to deliver to Licensor specimensamples (or, in the case of buildings and fixtures, photographs) of all items on which Licenseedisplays the Licensed Intellectual Property for use by Licensor in procuring copyright, trademarkand/or service mark registrations.Licensee shall have the right, but not the obligation, to apply for the registration of applicabletrademarks and service marks in the name of or on behalf of Licensor, at Licensee's expense,with respect to Licensee's use of Licensed Intellectual Property. Licensor shall fully cooperatein enabling such registrations by, among other things, executing any and all documents requiredto effect such registration.XLQuality of Activities.A. Licensee shall maintain quality standards far the use of the LicensedIntellectual Property that are generally consistent with the standards employed 'byRooters, Inc. and its affiliated entities in the operation of their respective HOOTERS'restaurants, as the same may be reasonably modified to apply in the gaming, casinoand/or combined hotel, gaming and casino business as it may be operated from time totime in the State of Nevada. Licensee may make any reasonable non-material changes inquality standards that do not tarnish, harm, misuse, disparage or bring into disrespect theLicensed Intellectual Property. Licensee, whose principals arc experienced HOOTERSrestaurant operators, shall be entitled to exercise its judgment as to reasonableness and itsjudgment will be deemed to be reasonable if there is a rational business, aesthetic orsubjective basis supporting its decision, which is consistent , with the protection of theLicensed Intellectual Property, provided no change will be made by licensee so as tofrustrate the fundamental assumption of the HOOTERS• restaurant system as of the dateSTP1111 ,144.11 8

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 10 of 48up/yo/u JJ &a.hereof or as the same may evolve hereafter. Licensee shall conform to not less than theminimum control of the Licensed Intellectual Property necessary to preserve the validityof the Licensed Intellectual. Property to avoid a naked trademark. in addition, anystandard adopted by Licensor for its own HOOTERS. restaurant operations will bedeemed to conform to the quality standards required of Licensee by this license, shouldLicensee elect to adopt such changesB. Licensee shall notify Licensor of modifications made or to be made inaccordance with Section XLA, and Licensor shall approve all reasonable modificationsabout which it is so notified. Modifications that shall be deemed reasonable shall include,but not be limited to, the right to remain open on a 24-hour, 7-days per week basis, andthe right to serve breakfast in any hotel operations.C. If the Licensor believes, using reasonable discretion, that some portion ofthe Licensed Activities denigrates the Licensed Intellectual Property and the goodwill ofthe Licensor associated with the Licensed Intellectual Property, Licensor will providewritten notice to Licensee of such determination, giving specific examples of thereason(s) why Licensor has made this determination. Licensee shall then have 30 daysthereafter to dispute or commence curing such default(s). In exercising such discretion,Licensor shall act in good faith and shall not make arbitrary decisions. Examples ofthings that denigrate the Licensed Intellectual Property include, but 'are not limited WIportraying wet t-shirt contests, topless dancing or other topless displays by HOOTERSgirls, and drug abuse. In order to assure the Licensor that the Licensee is complying withsuch standards, the Licensee shall allow Licensor to inspect the same on reasonablenotice to Licensee. If Licensee timely disputes such a determination of by Licensor,Licensor and Licensee shall have 30 days following receipt of notice of the disputeddetermination to commence binding arbitration over those provisions in the State ofNevada. If Licensee Ms to timely commence such arbitration proceedings, Licenseeshall have no further right to dispute the determination and shall confiinn its conduct tosuch determination. If Licensee or Licensor timely commence such arbitration bymaking written demand for arbitration:1. The arbitration shall involve 3 arbitrators, one to be selected by theHI Partnership by HOA (which at that time will be the general partner of the HIPartnership), the second to be selected by the licensee under such license, and thethird to be selected by the two other arbitrators from the list of certified arbitratorsmaintained by the American Arbitration Association for the State of Nevada. Thepanics shall expedite the resolution of such arbitration such that it will have beencompleted within 45 days after the arbitration is demanded.2. The decision of the arbitrators shall be binding upon both Licensorand licensee and a judgment may be entered in a court of competent jurisdiction;provided that the arbitrators shall not interfere with or affect licensee's obligationto comply with the BFOQ requirements.UndertakingsS17151 t241.1 I

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 11 of 48Licensor and License; during the term of this agreement, shall comply with all laws,regulations and standards, relating or pertaining to the Licensed Activities and shall maintainquality standards which comply with the requirements of any regulatory agencies which shallhave jurisdiction over such activities.XI I. Default and Temination.The Licensor shall have the right to terminate this Agreement without prejudice to any ofthe other rights-it may have, upon the occurrence of any one or more of the following events, inaccordance with the following terms:A. If the Licensee does not engage in any bonafide activity to pursue thedevelopment of some form of gaming, casino or combined hotel, gaming and casinofacility for a period of 24 consecutive months following the execution of this license,Licensor shall have the right to notify Licensee of its intent to terminate, so long as suchnotice is given in writing. This license shall then be terminable by the Licensor, unless,within 30 business days following Licensee's receipt of such notice, Licensee providesLicensor With documentation showing that Licensee has been actively planning, duringthe preceding 24-month period, to open, lease, acquire or otherwise develop such agaming, casino or combined hotel, gaming and casino operation in Nevada. Suchdocumentation may evidence active negotiation concerning the feasibility of suchoperations, specific partners, co-venturers, shareholders, financing, licensing, acquisition,construction or 'other development activity applicable to specific site or sites, specificpartners, co-venturers or other proposed principals in the operations, or the lilm. Thedocumentation maybe in the form of memos, correspondence, offers, an already executedletter of intent or lease agreement or proof of an exchange or tender of a formal leaseagreement, sales, partnership, shareholder or other form of contract or offer. Followingthe end of that 24 month period, Licensor shall have a right to repeat its request fordocumentation of active planning activities during each 6-month period tbereafter, and ifthe Licensee has not engaged in any bonafide activity to pursue the development of suchfacility during such 6-month period, Licensor shall have the right to terminate suchlicense unless the absence of such activity is because the Licensee is awaiting somegovernmental action or approval previously applied for, or unless, prior to exercisingsuch right to terminate, Licensee engages in such activity.B. Notwithstanding the 'provisions of Section 3MLA, if the Licensee shall' not have begun using the Licensed bitellectual Property in connection with the Licensed. Activities prior to September, 2005, then Licensor shall have the right to terminate thislicense unless, prior to exercising such right, Licensee commences such activities or=less, at that date, Licensee has substantially completed Facilities in which to commencesuch activities and completes such Facilities within a reasonable period of time therm/ter,orC. If Licensee shall fail to make any payment due hereunder or to deliver anyof the statements herein referred to, within 30 days after receiving written. notice that saidpayments or statements are past due, orSTP01844.11 10

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 12 of 48D. If the Licensee shall discontinue the Licensed Activity after opening forbusiness and shall remain inactive for 24 consecutive months; orE. If the Licensee shall materially breach any of the material non-monetaryterms of this Agreement and fails to cure such breach within 30 dais after receivingwritten notice of such breach, unless Licensee has commenced curative efforts withinsaid 30 days and reasonably follows through to complete such curative efforts within 90days after receiving written notice of such breach or is timely disputing same inaccordance with Section XLAfter the expiration or termination of this Agreement for whatever reason, Licensee will refrainfrom further use of the Licensed Intellectual Property or any further reference to them, or anysimulation of the Licensed Intellectual Property. Licensee agrees that the Licensed IntellectualProperty possess a special, unique and extraordinary character which makes difficult theassessment of the monetary damage which would be sustained by unauthorized use. TheLicensee recognizes irreparable injury would be caused by unauthorized use and agrees thatinjunctive and other equitable relief would be appropriate in the event of a breach of thisAgreement, without the necessity of proving special damages, provided, however, that suchremedy shall not be exclusive of the other legal remedies otherwise available to the Licensor.XIV.Notices.All notices and statements to be given and all payments to be made hereunder, shall begiven or made at the respective addresses of the parties as set forth below, unless notification of achange of address or facsimile phone number is given in writing. Any notice shall be sent byfacsimile transmission and registered or certified marl, return receipt requested, properlyaddressed and stamped, and shall be deemed to have been given at the time it is mailed.TO LICENSOR: in LIMITED 'PARINERSHIP26133 U.S. Highway 19 North, Suite 100Clearwater, Florida 33763-2019Facsimile Phone #: (727) 725-4717Attn: Vice President-Trademark OperationsTO LICENSEE: ROOTERS GAMING CORPORATION26133 U.S. Highway 19 North, Suite 100Clearwater, Florida 33763-2019Facsimile Phone ft: (727) 725-4717Attn: Neil G. Kiefer, PresidentXV.No Jet Ventort.Nothing herein contained shall be construed to place the parties in a relationship ofpartners or joint ventures and Licensee shall have no power to obligate or bind Licensor in anymanner whatsoever. -S7PE51131111 11

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 13 of 48upruo,..1.411“XVI.Construction.This Agreement shall be construed in accordance with the Laws of the State of Florida.Courts located within the geographic boundaries of the United Slates District Court for theMiddle District of Florida, Tampa division, shall have exclusive jurisdiction and venue havingvenue over parties and disputes arising out of or related to this AgreementXVII. Modifications.Licensor shall accept any and all reasonable additions, deletions, modifications oramendments to this Agreement that may hereafter be requested by Licensee (collectively, allsuch requests will be referred to as the "Requests"), so long as such additions, deletionsmodifications or amendments do not materially modify this Agreement in any way that (i)expands the obligations and burdens of the Licensor, CO expands the scope of the grant underthis Agreement, Crii) reduces the compensation payable to Licensor hereunder, (iv) expands thetime periods under the Default and Termination provisions set forth in Article XIII hereof; (v)modifies the BFOQ Requirements as defined herein, or (vi) modifies the Quality of Activitiesstandards set forth in Section XI hereof If Licensor reasonably believes that a Request wouldadd, delete, modify or amend provisions in conflict with the provisions of this Article XVII,Licensor's sole remedy shall be to seek the deletion or further modification of those conflictingprovisions by darns ding binding arbitration over those provisions in the State of Nevada, withinthirty days of its receipt of a Request containing the disputed provisions. If Licensor fails totimely commence such arbitration proceedings, Licensor shall have no further right to dispute theRequest in question. If Licensor timely disputes the Request, the following procedures shallan*:A. The arbitration shall involve 3 arbitrators, one to be selected by Licensor,the second to be selected by the Licensee, and the third to be selected by the two otherarbitrators from the list of certified Nevada arbitrators by the American ArbitrationAssociation for the State of Nevada. The parties shall expedite the resolution of sucharbitration such that it will have been completed within 45 days after Licensor timelydemands the arbitration.B. The decision of the arbitrators shall be binding upon all parties and shallbe entered by a Court of competent jurisdiction for enforcement purposes.xvra. MiscellaneousA. This Agreement shall not become effective until it has been executed byall of the parties hereto, but shall be dated for purposes hereof as of the date and year firstabove written.B. To the extent pennitted herein, this Agreement shall be binding upon andinure to the benefit of respectively, the parties, their successors, legal representatives,grantees and assigns, as applicable and approximate, of all parties of this Agreement.517,511144.11 12

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 14 of 48LID/U8/U4. taro r&AC.This Agreement shall not be construed more strongly against any party,regardless of who was more responsible for its preparation.D. All rights, powers and remedies provided herein may be exorcised only tothe extent that the exercise thereof does not violate any applicable laws and are intendedto be limited to the extent necessary so that they will not render this Agreement invalid orunenforceable. If any term of this Agreement shall be held to be invalid, illegal orunenforceable, the validity of the other terms of this Agreement shall in no way beaffected thereby.E. in the event it becomes necessary for either party herein to seek legalmeans to enforce the terms of this Agreement, the non-prevailing party will be liable farall reasonable attorneys' fees and attorneys' fees, travel expenses, deposition costs, expertwitness expenses and fees, and any other cost of whatever nature reasonably andnecessarily incurred by the prevailing party as a necessary incident to the prosecution ordefense of such action, plus court costs in all proceedings, trials and appeals, including,without limitation, arbitration, alternative dispute resolution and bankruptcy proceedings.F. No waiver of any breach of this Agreement shall be held to be a waiver ofany other or subsequent breach. All remedies afforded in this Agreement shall be takenand construed as cumulative; this is, in addition to every other remedy provided thereinor by law or in equity; provided, however, that no damage remedy will mature or existexcept for such damages resulting from Licensor's failure to comply with the decision ofthe arbitrators in an arbitration conducted pursuant to the provisions of Section V of thisAgreement. The failure of either party to enforce at any time any of the provisions of thisAgreement, or to exercise any option which is herein provided, or to require at any timeperformance by the other party of any of the provisions hereof; shall in no way beconstrued to be a waiver or create an estoppel from enforcement of such provisions, norin any way to affect the validity of dais Agreement or any part thereon or the right ofeither party to thereafter enforce each and every such provision, or to seek relief as aresult of the prior breach.G. The parties shall have the right to assign their respective rights under thislicense only so long as such assignment does not violate any applicable law concerningthe regulation of gaming and casino operations.H. This Agreement contains the entire understanding of the parties andsupersedes all previous verbal and written agreements; there are no other agreements,representations or warranties not set forth herein.L rune is of the essence of this Agreement.I. The sole jurisdiction and venue for resolving any and all disputes arisingout of cr related to this Agreement shall be the Courts located within the geographicalboundaries of the State ofNevada.1E44.1 1 13

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 15 of 48IN WITNESS WHEREOF. theset forth above.parties hereto have executed this Agreement on the date"LICENSOR" "LICENSEE" .HI LIMITED PARTNERSHIPINC.. General PartnerHOOthia GAMING CORPORATIONBy:Its: IAILVD2L.ATTEST:ATTEST:Secretary(Corporate Seal)Dated: 3 2". rj ISecretary(Corporate Seal)Dated: a- -ST14311844.11 14

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 16 of 48FilOblt A"Licensed Intellectual Property" means any or all of the following owned by Licensor:) Any and all registered HOOTERS° trademarks, service marks, trade names, characters,symbols, designs, bleness and visual representations of the HOOTERS° name andHOOTERS° owl, in full text, and all derivatives thereof, including, but not limited to:> All of the masks and other items reflected on the 17 page Schedule of documents attachedhereto, which includes letters that explain or modify the other tables and charts ofinformation included as a part thereof; and which has a cover page titled warm "A"> All other federal, state and common law trademarks, service marks, copyrights, domainnames and universal resource locators of any type, trade dress, whether or not any or all ofthe foregoing are registered with any governmental authorities> copyrightedmaterial created or authored by Licensee that uses the HOOTERS ® =rim,characters, symbols, designs, likeness and visual representations of the HOOTERS® nameand HOOTERS° owl, in full text, and all derivatives thereof> any or all of the foregoing items as they evolve hereafter.5TP#511144.1115

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 17 of 48FiCHIBIT 4A"I'L

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 18 of 48UNITED STATES HOOTERS P/D 02/06/84 021121S5UNITED STATESUNITED STATESUNITED STATESUNITED STATESIJNITED STATESUNTIED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESWITED STATESUNITED STATESUNITED STATESUNITED STATESUNITED STATESHOOTERS P/DHOOTERS P/DHOOTERPATROLHOOTERSHOOTERSHOOTERS P/DHOOTERS P/DHOOTERSHOOTERSHOOTERS P/DHOOTERSDESIGNHOOTERS PADHOOTERSDESIGNHOOTERSHOOTERS02/22/88o3/cri/s802/08/880123/8902/08/8803/07/8808/09/4009/29/9008/09/9002/15/9109/24/900221/0207/29/9107/16/9109/19/9107/21/9807/21/98712,461 1,534,320 04111/89 .715,156 1,531,149 03/21/89710,037 1,544,529 0620189775,646 1,557,380 O9!1911973-710,036 1,590,973 04/10/90715,167 1,602,377 06/19/9074-087,127 1,652,377 07/30/9174-099,403 1,653,233 08/06/9174-0117,126 1,659,704 1010E/9174-139,445 1,691,271 • 06/0919274-099,580 1,697,374 06/30/9274-248,192 1,727,934 10/27/9274-189,227 1,742,448 . 12/22/9274-185.577 1,747,173 01129/9374-205,071 1,787,576 01/10/9375-524,12175-524,126Wo55831Page 1 of I

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 19 of 48u..,14 H. HEEOLIEAmyl C. NOSSIIIINERM..AMENCE K. NOMEcam O. TIOINTWANN1TCHRLL A. HATEGREGORY J. A2RSC11amelsooLITI SPRAT"HASERIDRA SETT" .0. ANOREW FLOWNWILLIAM S. JOHNSON.ALLAN G. ALT ERAAVM L. MAAR. P.f.0.AETCHELL EICATHIbreu'or COUNSEL:. awiL101 H. WAILSMILLUIN f LOteaLAWRENCE 0. puLOYELL.- mar AOMITTNO N GlitORON•LAW OFFICES OP:- NEEDLE & ROSENBERG, P.C.PATENTS . • TRADouvuoi • cornea-losSun taco •THE C.ANOUER augLoAs127 PEACHTREE STREET. MLATLANTA. GEORGIA 30303-1811TELEptiCINE4. 404 - 011111.0770fou=SpELL NU • 613840110WEB SITE: wdreLneedlepatertwatWyman E-MAri. Appiansurtinergincedlepterst•Olat• . .• March-8; 2001.PATRICRA L .40eI•MRS= staczn.KLAN J. =ARLO •LA VONDA X Mani'NANCY K. GARDNER • •CHRISTOPHER a. GAM-DAVID E MUMMA. Ps.O.JACOUELJNIg IL IqUiTERLORI L. /Imam PH.D.TrIA0 C. ICODISNTMA N. WRECK PH.D.MAN C. NEADcwis •JENNWEA Prruzsors hisouti-Wow S. MURPHY. 1213.0.WINOSU. A. METE JRAMARK L. RIMELJeJalt I. 9wwmp4 JR. -TIN -111EGKANG Rim.NuRMARO L DOM •PATENT AcsAITs,SHAM J. CORM.%saucy 5. DeltarCrt. PN.12.3.32cTne AL reaputtdomLAWRENCE A. VILLANUEvA. PH.D.SCIENCE ADVISOR'opettstopHER L CUREMAR. PH.D.vwor Ao1AITTED EA OSORGLICtMr. Neil G. Kiefer •PresidentHOOTERS, INC.26133 U.S. Highway 19 North, Suite 100Clearwater, Florida 33763Re: HI LIMITED PARTNERSHIPTradernark/Service Mark and Copyright ListVerification. by Needle & RosenbergOur Rat No.: 08111.3200Dear Neil:Reference is made to your fax of February 27, 2001, sending for myreview your list oftrademark, service mark and copyright list of the actual certificates in your possession. The list hasbeen reviewed and certain notations have been made on the document returned hereby to you:ti 1.■./ 2.12.Changes in the dates of registration. The dates were changed to the date that governsthe duration of the various registrations.Addition of Brazil with three registrations recently sent to you.Addition of15anama with one registration recently sent to you.r)/11. s- Notation that Copyright Registration TX1 84S 751, is known to N&R. An Assignmentto HILP may be needed.5.Notation that Copyright Registration VA 492 884 is not in the records of N&R. AnAssignment to HILP may be needed.r

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 20 of 48Mr. Neil Q. KieferPresidentHOOTERS, INC.March 8, 2001Page 2 .6. Two U.S. registrations were cancelled by the U.S. Patent and Trademark Office forfailure to renew 'and two were cancelled for failure to file Affidavit of Use of the markunder Section 8. The cancellations were determined by a search of the TrademarkOffice records.7. The two Florida State registrations and 011h Alabama State registration are not in the14. 8412, records. Although requests were made a number of times to Bob Frijouf for therecords of the state registrations, to date those have not been received. We do not haveany information as to whether they have or have not been assigned to . - .. Please confirm that I should proceed with the preparation of an Assignment of the menucopyright registration from Hooters, Inc. to IMP. If you wish me to include the building copyright inthe copyright Assignment document, I would need a copy thereof as well as a copy of its recordedAssignment to Hooters, Inc.Please also let me know if you wish me to attend to the assignment to III LP of the stateregistrations. If so, I need the records of those registrations in order to prepare the assignmentdocuments.I look forward to any instructions you may have.Very truly yours,NEEDLE & ROSENBERG, P.C.SCR/MJC:meEnclosureer C. RosenbergV.1190166

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 21 of 4802127701 00:32 FAX 002HOOTERS, INC. - FOREIGN3:4AMEMBICI COPYRIGHTSTab HDIC Reg. Dale Reg. No. Country/Class ' •No. File No.1 408 - 12A G/93 . 1,494,514 Argentina, Class 42 -HILP2 361 8P-6/9,3. 16375.11/10/98 20,1921/18/00 .Aruba, Class 42 - Assignment to HLAruba, Classes 16, 25, 30 and 42 -B1Certificates of Assignment to BILP3 293 6/30/89 A5141206/28/955/2V9s Olen 708,04511/30/99Australia, Class 42Assignment by BOA to HIAustralia, Class 42 (Hooters P/D)Assignment to HILP• t`4 378 198 19,5693/1 /98 . 19,568/98 19,570114/005 283 9/2/94 560,7641/30/97 612,68112/23/996 443 8/3/98 1,582,5598/3/98 1,582,5608/3/98 2,042,447813/98 1,582,558=DO409 '98 362,44612/5/90 362,4467/16/99 544,5625/10/0017/29/99 557,21513:1,nrroc, Class 38 (Intl 25) -HIBahamas, Class 39 (Intl 16) - HIBahamas, Class 42 (Int'l 30) -H1Assignments to BM? •Benelux (Belgium, Luxembourg &Netherlands) Classes 16, 25, 42(loat= P/D) , HIBenelux, Classes 16, 25, 42 -HIAssignment to HELPCayman TRIRTIrts, Class 25(Hooters ND) - RECayraanIslands, Class 42(Hooters P/D) - HICayman Islands, Classes 29 & 30 -CaymaaLclarnric, Class 16(Hooters P/D) - HI ,Chile, Class 42, Assignment fromSanz snd Christopher to HICertitcate of Registration 1.17 199 - HImill, Class 30 - HICertificates of Assignment to IMPChile, Class 16 - HELPBretr.,

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 22 of 4802/27/01 09:32 FA it 003 •Tab AMC . Reg.-Date Reg, No. Country/ClassNo. File No.a . 406 . 4114/99 1,262,998 China, Class 16 (Owl Design Only) HI: 3/28/00 . Assignment to IMP -9/20/99 1,317,364 China, Class 42 (Owl Design. Only) III3128/00 Assignment to HELP1 1/a/fri 1.114-7/99-- 1,338,499 China, Class 25 (Owl Design Only) El• 3/28/00. • - Assignment to EITLP • . .1122/00 . /..1,358,960 China, Class 30 (Owl Design Only) Ta9 444 --10 457.utemb+....12/29/98 215,277 Co t....bia, Class 25 - HI12/29/98 215,038 Col WI I -a, Class 16 - Hr4/19/00Ceenficates of Assignment to IMP4/8/99 113,0094/8199 113,008Costa Rica, Class 16 - *Costa Rica, Class 25 - HI*Costa Rica, Class 30 - HI *. 4/8/99 113,007* Copie3 only - original certificates returned to Swam= Rosenberg for correction• 12/10/99 Certificate of Assigranent to HELP• (CI 16, 25, 30) •11/15/00, 172,841 Costa Rica, Class 42 -45100 3/1"atfi 86439 Certificate of Assignment to BILP(0142, Hi purchased fromRuiz-Gutierrez)11 371 • 915/96 214861 Czech.Republic, Certificate of Assgtto 11112 by House 4/27/200012 459 7/2193 • VR 1993 04704 Denmark, Class 42, RegistrationAssignment Cut dated 10/28/98 -Assignment to HMI' dated 2/9/0013 416 10/15/97 93,067 Dominican Republic, Class 25 13/4118/00 Certificate of Assignment to HILP10/15/97 93,177 Dominican Republic, Class 30 -9/20100 Certificate of Assignment to HELP1 W15/97 93,316 - Dominican Republic, Class 42 -9120/00 Ceztificate of Assigremeart to HELP11/15/97 93,872 Dominican Republic, Class 16 - Hi4127/00 Certificate of Assignment to HILP2

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 23 of 4802,27191 011:33 FAXTali- HMC Reg. Date . Reg. No. Country/ClassNo. no No.14 256 11/30/95 3518-95 Ecuador, Intl Class 2.5 -131. •11/13/00 Assignment to BILP11/30/95 3519-95 . Ecuador, Intl Class 16 - HI11/13/00 - Assignment to I33LP ' .. • .2/2457 . i20-97Ecuador, IntlClass 42 - HI .. . . . 11/13/00 . • : -. -Assignment to BILP '.• •15 354 9/6/96. • 000364570 European. Community, Classes 16, 25,30,4211/30/99 Assignment Certificate to HIP16 292 4/22/88 1,461,620 . France, Class 423/95 Assignment by HOA. to Hooters,4/21/98 Certificate of Renewal-3/4/00 Assignment to HELP -17 227.0/./038A22496 2,074,145 Germany, Certificate of Assignmentby HOA to HE s glaz/9.5/17/98 2,074,145 Certificate of Amendment - HI3/31/98 1,129,447 Certificate of Renewal, Classes 9, 16,20,25, 2.8, 30, 34, 41 & HE6/18/98 1,129,447 Certificate of Renewal, 'Hooters"(word mark) -2/18/99 1,129,447 Assismnient by BOA to HI1/31/00 Assignment Certificate to nuLP18 447 3/23/95 75,687 Guatemala, Class 42, Cert of Pantby Arccyoz &unarm to .131 •6/6/95 7118 Guatemala, commercial name andservice mark,Certificate of Assignment byArmy= Hermanös to HI19 445 . 1/5/99 73,228 • Honduras, Class 16 - IMPI15199 73,227 Honduras, Class 25 - HELP1/5/99 74,552 Honduras, Class 30 - HELP1/5/99 5,584 Honduras, Class 42 - HILP3

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 24 of 4802 127:01 02:3: FAX . glossTab .11MC • • Reg. DateNo. . File.No.No. Country/Class.20 339 5/17/965/17/965/17/96 .5/17/96 - •• 5295/1997 Hong Kong, Intl Class 16 - HI04492/1998 Hong Kong, Class 25 — /3I5296/1997 Hong Kong, Intl Class 30 - HI .5297/1997 Hong Kong, Intl Class 42 6 BE•- 21 371 152,562Hungary, Classes 16,25, 35 & 42Assignment fro •Elixasa to BILP395 . 3/10/983110/983/10/983/10/98'3/10/98410,843410,842410,840410,841410,920Indonesia, Class 9 -131Indonesia, Class 16 -Indonesia, Class 25 -Indonesia, Class 30 -Indonesia, Class 42 --1•1123• 379114,411114,412114,413114,414Israel, Class 16 —111Class 25 —Israel, Class 30 — HIIsrael, Class 42 — HIAssignments to HELP24 422Inorsa1/20/981/20/9812/28/9934,05534,32032,336Jamaica, Class 16Jamaica, Class 25 —HIJamaica, Class 30 —HICertificate of Assignment to HILP25 34112/4/972/11/981/26/983/23/982/21/983/8100385423393094.396596Korea, Class 30 -Trademark Register/Assgt to FILL?Korea, Class 25 —132Trademark Register/Assg to /IMPKorea, Class 16 — ElTrademark Register/Assgt to HELP4

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 25 of 4802,27/01 09:33 FAX B oosTab BMC Reg. DateNa. File No.Reg. No. Country/Class26' 2983/24/93 507,2043/31/98 .911-8f95 6-77 .10 408,2323/2/98 • 581,610-11/22/991/30/9-8 3N/4r '574,08611/22/99 .W2a198 • 4pi4 587,420 •11/22/997/2/99 -3/.2./413 617,316•Mexico, Class 42 (IOA)Assignment Certificate to HI. Nlmtico, Class 42, Assgt by HOA toHI (Copy only - original retained-inMexican Trademark Office)Mexico, Class 16 -. 111 •Certificate of Assignment to H1LP-Mexico, Class 6 -HI •Certificate of Assignment to HILPMexico, Class 28 - HI •Certificate of Assignment to IMPMtudco, Class 25 -27 • 460847/9812/1/9920,969 ' Netherlands Antilles, Classes 16, 25,30 -.111Assignment to HILP•L •2.8 369270086270087270088270089New Zealand, Class 16 -New Zealand, Class 25 -111New Zealand, Class 30 - HINew Zealand, Class 42 - HIAssignment to HILP29 3968/20/9889 8095655 Panama, Class 25 - EMPcASZ B 11 /AA:441 efoiti 50- 14:1 P30 . 4589/3/999/3/993/20/00217,467217,4-66Paraguay, Class 16 - HIParaguay, Class 30. mAssignment to HILP31 4468/7/988/7/989(22/981250/993/14/0004785504785604893219903 •Peru, Class 16 -Peru, Class 30- fIIPau. Class 25 -HI'Peru, Class 42 ("Hooter")-HIAssignment Certificates to IMP5

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 26 of 4802/27/01OS:43 . . FAX.g1007Tab 11111C • Reg. Date Reg. Na. CountrylawsNo. File No.31 . 446 • 3/31/00 21510 Peru, Class 42, Service Mari-14LP(Hooters" P/D) - •7/18/00 00022085 Peru, Class 42, Service Mark— HILPellooteri" P/D)("IvIzica.Registrada" or "MR?').... .. . -: 32 340 • 6/4/96 T/96/0561IB Singapore, Class 25—HI6/4/96 T/96/056121 - Singapore, Class 42 - ai12/2/99 Assigrmaent to IMP33 388 -3a3/00- 9670822 . . Slovenia, Certificate. of Assignment• 426. 7/31/96 442,126 Switzerland, Classes 16, 42 —HELP. Certificate o( Assignment by Hansa.35 346 3/16/97 754300 Taiwan, Inn Class 30 — HIEndorsement to HILP6/16/97 765,135 Taiwan, Int'l Class 25—HIEndorsement to HELP8/16/97 772314 Taiwan, Intl Class 16—ElEndorsement to HILP6/1/98 100524 Taiwan, Int'l Class 42—Endorsement to HILP36 342 5/23/96 Kor57245 Thailand, Class 16 —HI12/24/99 Azaendraent/Assigament to BILP5/23/96 Kor57244 Thailand, Class 25— RI12/24/99 AmendmeartlAssigiment to HILP5/23196 Bor5480 Thailand, Class 42— BI12/24/99 Amendment/Assignment to HELPPi9C. 1-0/14197 Kor64171 T12ailand, Class 30 —HE12/24/99 Amendment/Assignment to FEU

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 27 of 4802.27/ej 09:23. Fa rdi °Oa *.Tab. HMCNo. FileReg. Date.Rai, N0-Country/Clam37 2694/18/955/1/958/18/948/18/948/18/9410E24/911/2W001,341,6621,582,5581,582,559. L582,560f-2,042A47_ •United Xingdom, Class 42BOA renewal .Assignment to HIUnited Kingdom, Class 16 – HIUnited. Kingdom, Clam 25 – H1United•Kingdom, Class 42 – HIUnited Kingdom, Class. 29 30 –Assignment to HILP•38 4293/23/00App 0301,155 Uruguay, Classes 16, 25, 30 & 42,Recorded Assignment to HELP. (trademark approval pending)C7

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 28 of 48aurtIcu. 09:34 Fa Ul 009CROSTSEMECIAMIZBALILVIDEMEIga irRIGBMC. . .• Sub-11s Reg.DateNo. 'Reg. No.Serial No.1 02/12185 1,320,029 . ROOTERS W/OWL - Service Mark(20 yrs) #464,115 For restaurant & cocktail lounge services, Class 42- • • .2 05/08/86 TX1 845 .751 'HOOTERS MENU - Copyftt -kto itif yr-t. .rccaidecti5 03/21/89 1,531,149 HOOTERS W/OWL - Trademark. (20 yrs) #115,156 For cigarette lighters, Class 34C6 04/11/89 1,534,320 • HOOTERS W/OWL - Trademark •. (20 yrs) #712,461 For plastic key chains, Class 207 06/20/89 1,544,529 • BOCYTER PATROL - Trade:matt(20 yrs) #710,037 • For hats, billed caps, Class 258 09/19/89 1,557,380 HOOTERS - Service Mark(20 yrs) #775,646 For T eStal=t and copurzU services, class 42t9 04/10/90 1,590,913 ROOTERS --Trademark(10 yrs) #73-710,036 For clothing, sweatbands, shirts, pants & jackets, Class 2504/10/00 Registration renewed to 010/201010 06/19/90 1,602,377 ROOTERS W/OWL - Trademark(10 yrs) 473-715,167 Far clothing, Class 2506/19/00 Registration =owed to 6/19/201012 07/30/91 1,652,377 ROOTERS - Trademark..(10 yrs) #74-087,127 For calendars, posters, photogaphs, magaines -Class 16

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 29 of 48It, ono gutorrepiasmd• *wax! 11321:01 lIn3 2trfinpo3 rtmawd mpg/Lam&gam me Atatifma :swap.= Inam•appaing Ina"91177 ---(Q1AMI;0;eE-Siteteleft91 SDiswouri TEIVEratja 6=FM=ttpdpaajoild `siorrid Vispualro • @IX 00(oEF2g2r11) SIDLLOOR . taAL69't Z610E/90 616 ssera °Brawn:mamaIttotrralelznua Zugn:122.; SZ'dttl 21401-Se0 °FPI. -Tod giro's EI-PL# (sIX(opt) "lati sIELLOOH Itel.6911 Z6/60/90 S IVFP-413 ?I'3 fal (-4w-twl) 2tIVIPIEE2acznigsallwars:1H 1:11ENtatrat) iengtpo - TqlgAdoo ASS Z6t VA IsrwIt LiPuttirsialtiztazsza S1010011ACID tzurAPo) -T3Fpau -tr FEER9F4D;VW 4q iv:P:1003;o gmtnrillpsy issraZpopit xI6/LO/O1 99I CIO . - -Sieptret7* pu s-qcleacilotid `ssalsoci ioa 9tri.80170 (s*4:101=PE1.1, - SIELL0011 170e659et 16/S0AD I CI6 sselo•Inarminstalua SupiTE-4 stldnlollosseo =PTA 20a 6LS"660170 - (s(g-77>7177 —VEIMITAL:S1131p011 -B•t4frg96/BOittt--:--1—gE nap eumillOidijo of37Lmu gip rct sopties gannareizawg Ina VW66017L# - (SIAVeta2PRII. sziaLow EEZ`ES'Y I 16/90180 • E'9N Min• ig 'MIR•ogaltCr&It olikciuS. OTOtC:80 . WarZO

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 30 of 4802127/01 09:34 FAXy ouTRAD$N St SERVICE iARagailMO:EtaHivicSub-Fill Reg.DataNo.Reg. No.Serial No.3•. 02/11/8812/08/97T 08688HOOTER PATROL -FIniida/StataExp. 2/11/2008Trademark, Class 2.5 .-'Renewed — expiration 07/11 /0302/23/8810/07/97T 08748"HOOTERS -Florida/StateExp. 2/23/2008 • •Trademark, Class 25Renewed — expiration 02/23/08C._1111/22/8806/02/98103,685HOOTERS - Alabama/StateExpires 8/8/98Mark/Class 100 - miscellaneous, cocktail loungeRenewed -7 ccpiralion 08/08/08

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 31 of 4802121/01 09:34 FAXHIVICSub-File Reg.D ateNo.Reg. No.Serial No.21 10/27/92 .(10 Yrs)1,727,934 .#74-248,192BOOMS & Des. (bread mix)(Orinal Clearwater Bldg.) •For breading ;nix, Class 3022• 12122/92(lO-Yrs)23 01/18/93(10 yrs)1,742,448#7‘.189,2271,747,873 -#74-185-577HOOTERS &Des. (breading mix)t For breading mix, Class 30- . •HOOTERS (breading mix)For breading M/X, Class 30(10 yrs) .#74-185,576HOOTERS— Cae,c/ZZEiceFor sauces, Class 292508/10/93(10 yrs)1,787,576#74-205,071CLEARWATER HOOTERS BUILDING LOGOFor sauce, Class 30•►• (10 yrs); •#74I89-226Z. • ""74.•.• la.For sauce, Class 29(

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 32 of 4804/21/2004 03:07 FAX 404 151 .FLUIERS OF 'R,IC1:1louuxPINE ma) BLOCK Ran t 104 irsa P.02ix:770-933-9464AMENDMENT P21.1CRISE Ali;REEMPTTsr 411'1THIS LICENSE AGREEMENT is catered into this 2/ day cifMeg 2004, byand between m LIMITED PARTNERSHIP, with its isdncipal office located at 1815 Theisehange, Atlanta. Georgia 30339, h.ereinafter referred to as "LICENSOR' and ROOTERSGAMING CORPORATION, a Nevada corporation, with its principal WE= located at 26133U.S. Hwy. 19 North, Sure 100, Clearwater, Florida 3.3763, hereinafter referred to as'LICENSEE.'WHEREAS, Licensor end Licensee have heretohn entered into a License AgreementdatelMsrch , 2001, which License Agreement is incorporated herein by tdcretiCe as if flirtyset forth herein (the "License Agreement"); andWILEREAS, Licensor gad Licensee now desire to amend and/or modify said LicenseAgreement, on and subject to the terms and provisions hereinafter stated,CNOW, THEREFORE, FOR AND IN CCNSIDERAT1ON of the scum of Test (510.00)Dollars and other good and valuable considerate, " us. paid by each party to foe other, the receiptand sufficiency of which ate herewith acknowledged, and the mutual covenants and benefitsflowing between the parties, It is agreed as follows:1. Article XIII (3) of said License Agreement is hereby amended and/or modified bystriking the data contained therein, to-wit: "September, 2005; substituting in lieu thereofthedata, to-wit March, 2006".2. Paragraph XII is hereby amended and/or megrafted by 517W/rt . g the address of tmLicensor net forth therein, substituting in lien thereof the followingISIS The ExchangeAtlanta, Georgia 30339Attend= Hooters Enterprises, LLC.3. Except as hernia expressly set forth Herein, all other terms arid provisions of saidLicense Agreement shall remain in full force and affect and am hereby ratified end reaffirmed bythe patties hereto.Mtn 2.14441trrort No propel: agar saissiNaL

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 33 of 48•• ,••■••••■ •Z lagledes ~at Randall. obi bersarirsirti wows(rugs nexchizoo)igePtias:USW/IteatnoIld 34.1lAgNOLLYIrartIO0 D SZ3200H22141od I1 4011 lizatzdrwira S2;40014cURSVNIalVa GRIMMaltEESNMI2,ztvP quo Isattlaaad qtp Pam=c: 2A=1 0131:01 Uirtiedaq 4 f1i021XLEUS& SfilattaXMCD '4enn11116S:Z1 " V9V6-£S6-022-1 tElPati19Z tilt IVA Li: eo 'odium)=IS UV Mai••••••• ••• ••• In.•• Ian I•aat

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 34 of 4803/10/05 09:27 FAXX 002,e2if.24/2005 15:25 843282,.'.4HOMES* AIRPAPE 02AMENDME/IT TO LICENSE AGREEMENT, a THIS SECOND AmorpmeNT TO LICENSE AGREEMENT is altered into this2.4 k . day of February, 2005, by and between III LIMITED PARTNERSHIP, with its--prin spat office located at 1815 The Exchange, Atlanta, Georgia 30339, hereinafter referred to as"LICENSOR" and HOOTERS GAMING CORPORATION, a Nevada corporation, with itsprin zipal offices located at 26133 U.S. Hwy. 19 North, Suite 100, Clearwater, Florida 33763,hereinafter referred to as "LICENSEE."WHEREAS, 1.4censor and Licensee have heretofore entered into a License Agreementdatei March21 , 2001, as amended March , 2004, which License Agreement, as amended, isincorporated herein by reference as if fully set forth herein (the "License Agreement"); andWHEREAS, Licensor and Licensee now desire to further amend and/or modify saidLicense Agreement, on and subject to the terms and provisions hereinafter stated,NOW, THEREFORE, FOR AND IN CONSIDERATION of the smn of Ten ($10.00)Dollars and other good and valuable considerations, paid by each party to the other, the receiptand sufficiency of which arc herewith acknowledged, and the 'mutual covenants and benefitsflowing between the parties, it is agreed as follows:1. Article MIT (B) of said License Agreement, as heretofore amended, is herebyford- er amended and/or modified by striking the date oontained therein, to-wit; "March, 2006",subs.ituting in lieu thereof the following: "September , 2006".2.. Except as herein mpressly set forth herein, all other terms and provisions of saidace Ise Agreement shall remain in full force and effect and are hereby ratified and reaffirmed bythe ( attics( hereto.IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dateset forth above."LIC ENSOR"HI LIMTTED PARTNERSHIPHooters Enterprises, LLC, Its General Partner"LICENSEE"HOOTERS GAMING CORPORATIONobert 14. Brooks, Manager1

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 35 of 48ASSIGNMENT AGREEMENTTHIS ASSIGNMENT AGREEMENT (the "Agreement") is entered into on July 30, 2004 (the "Effective Date')by Hooters Gaming Corporation, a Nevada corporation (hereinafter "HGC"), and Florida Hooters LLC, a Nevadalimited liability company (hereinafter "FLH LLC").WHEREAS, pursuant to that certain "License Agreement" dated March 21, 2001, as amended by thatAmendment to License Agreement dated April 21, 2004, and entered into between HI Limited Partnership, a Floridalimited partnership ("HI LP") and HGC, HI LP granted to HGC the exclusive license to use the "Hooters Brand" inconnection with the conduct of gaming and the operation of a hoteVcasino resort in Nevada, including, a "Hooters'restaurant subject to the receipt of written permission and consent from LVW.WHEREAS pursuant to that certain "Consent Agreement" dated on or about the date hereof between HGCand Las Vegas Wings, Inc., a Nevada corporation ("LVW"), LVW granted its consent under the License Agreement toHGC, on the terms and conditions set forth in the Consent AgreementWHEREAS FLH LLC desires the right to use the Hooters brand on services typically offered through and ata modern hotel casino resort in Las Vegas; andWHEREAS HGC desires to assign its rights, and allow reassignment of its rights, to allow use of theHooters name and concept at a casino hotel resort located at 155 East Tropicana, Las Vegas, NV (the "HotelCasino");NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:The Assignment. HGC hereby assigns to FLU LLC all of HGC's rights and obligations that it has in the Hooters Brand pursuantto the License Agreement for the limited purpose and use at the Hotel Casino, a copy of which is attached hereto andincorporated herein by reference as Exhibit 1, including its rights and liabilities under the Consent Agreement, which are setforth the "Consent Agreement" attached hereto and incorporated herein as Exhibit 2 all of which is for use solely at the HotelCasino, and for use worldwide to promote the Hotel Casino. HGC shall retain any and all rights and obligations that HGC hasin the Hooters Brand pursuant to the License Agreement for any location other than the Hotel Casino.The Term. This Agreement shall be in full force and effect from the Effective Date until the termination or expiration of theLicense Agreement.Obligations. FLU LLC hereby accepts all rights, obligations, responsibilities, liabilities and risks that are those of HGC underthe License Agreement and the Consent Agreement, including, without limitation, all obligations, responsibilities, liabilities andrisks regarding any licensing fees, periodic statements, books and records, indemnification, trademark notices and registrations,quality of activities, undertakings, and default and termination. For clarification, FLH LLC shall act as "Licensee" (as defined inthe License Agreement) under the License Agreement as it is applied to the Hotel Casino, and as HGC under the ConsentAgreementLicense Fees & Consent Fees. FLH LLC shall pay HI Limited Partnership under the License in place of HGC and shall payLVW the Consent Fee (defined in the Consent Agreement) due to LVW pursuant to and on the terms and conditions set forth inthe Consent Agreement.indemnification and Hold Harmless. FLH LLC hereby indemnifies, defends and holds harmless, HGC from and against anyand all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, or incidental toHGC's grant of this consent; provided, however, that HGC shall not be entitled to any such indemnification when the claim atissue is based upon a matter unrelated to HGC's granting of this consent or the operation of the Hooters restaurant concept atthe Hotel Casino, the proven gross negligence or willful misconduct of HGC, or the proven breach by HGC of any provision ofthis Agreement.GALISEMEKCII 4856 \00021IP Consents-Asgns FIGC to FL LLC Assignment v3.doc- I -

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 36 of 48Independent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisAgreement, nor any principal-agent or employer-employee relationship. Neither party has, and neither party shall attempt toassert, the authority to make commitments for or to bind the other party in any manner whatsoever. This Agreement does notconstitute and shall not be construed as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Agreement tobe given by either party shall be in writing and may be given by hand . defivery, by overnight commercial courier delivery serviceor Express Mail, by telecopy, or by certified mail return receipt requested, addressed to the party for whom it is intended, at 107Hampton Road, Suite 200, Clearwater, Florida 33759 for FLH LLC and at 107 Hampton Road, Suite 200, Clearwater, Florida33759 for HGC. Any party may change its address for notice by giving notice to the other party of the change. Any notice underthis Agreement shall be deemed delivered on the date of hand delivery; the next business day after delivery to an overnightcommercial courier service or to the United States Postal Service for Express Mail for delivery on the next business day; or thedate telecopied, if electronic confirmation of delivery is obtained and retained.Choice of Law, Venue. This Agreement shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Agreement, and agrees to service of process by overnight mail.Assignment. Subject to HGC's consent, this Agreement shall be assignable by FLH LLC for use in connection with the HotelCasino, operation of a Hooters branded restaurant, and the marketing, advertising and promotion of the Hotel Casino.Incorporation. This Agreement constitutes the entire understanding and agreement between the parties with regard to thesubject matter herein, and the parties further agree that this Agreement expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Agreement maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. In the event that any portion of this Agreement shall be unenforceable in whole or in part, said provision shallbe limited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Agreement shallbe construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein,as the case may be.Representation by Counsel - Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at thejoint request, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Agreement, and the normal rule of construction to the effect that any ambiguities in this Agreement are to beresolved against the drafting party are inapplicable to this Agreement.Compliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine thesuitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party withany information that the requesting party deems necessary or appropriate in assuring itself that the other party possesses thegood character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and each party specificallywarrants and represents to the other that there is nothing in its background, history, or reputation that would be deemedunsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to thisAgreement shall be kept confidential by the other party to the extent reasonably possible and not used for any purpose otherthan compliance matters. If, during the term of this Agreement, either party is notified by any of the Nevada gaming authoritiesthat the conduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any ofits subsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fails tomeet the criteria set forth above, this Agreement shall terminate upon written notice (such notice shall provide a detailedexplanation as to why the other party fails to meet the criteria set forth above) by the complaining party unless the other party isable, within sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada gamingauffioay.GAUSERAEKC\1485610002 Consents-Asgns\HGC to FL LLC Assignment v3-doc-2-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 37 of 48Force Majeure. Neither party shall be liable for fadure to perform or delay in performing any obligation under this Agreement ifthefailure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to, acts of God,-war,civil commotion or industrial dispute (`Force Majeure". If such delay or failure continues for at least thirty (30) days, the party_ratsubject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other. -Counterparts. This agreement may be executed in any number of counterparts, each of which shall-be considered an original,but ail of which counterparts shall be deemed to be one and the same document. Parties may execute this agreement bysignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS AGREEMENT IN ITSENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ONBEHALF OF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCHPARTY THAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.GAUSER\EKC114856\000211P Consents-Asgns1HGC to FL LLC Assignment v3.doc-3-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 38 of 48IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.Hooters Gaming Corporation Florida Hooters LLCa Nevada corporationa Nevada limited liability companyBy:Neil Kiefer, PresidentBy: Hooters Gaming LLCa Nevada limited liability companyIts: MemberBy: HG Casino Management, Inc.a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy: Lags Ventures, LLCa Nevada limited liability companyIts: MemberBy:Dave Lageschulte, Sole MemberAssignment HGC to FL LLC

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 39 of 48ASSIGNMENT AGREEMENTThis agreement (the "Agreement") is entered into on July 30, 2004 (the "Effective Date") by Florida HootersLLC a Nevada limited liability company (hereinafter "FLH LIM, and 155 East Tropicana, LLC, a Nevada limitedliability company (hereinafter "155ET").WHEREAS pursuant to that certain Assignment Agreement dated on or about the date hereof betweenHooters Gaming Corporation, a Nevada corporation ("HGC") and FLH LLC ("HGC Assignment Agreement"), FLHLLC has rights to use the Hooters brand on services that include services typically offered through and at a hotelcasino resort at 155 East Tropicana Avenue, Las Vegas, Nevada 89109 ("Hotel Casino"), including, without limitation,a Hooters branded concept restaurant; andWHEREAS pursuant to that certain "Consent Agreement" dated on or about the date hereof between HGCand Las Vegas Wings, Inc., a Nevada corporation ("LVW"), LVW granted its consent under the License Agreement toHGC, on the terms and conditions set forth in the Consent Agreement, and such rights have been assigned to FLHLLC; andWHEREAS pursuant to that certain "Mark License Agreement" dated on or about the date , hereof betweenLags Ventures, Inc., a Florida corporation ("LV Inc") and FLH LLC, LV Inc licensed to FLH LLC the right to operateand promote restaurants, taverns, lounges and bars using the marks "Dan Marino's Fine Food & Spirits" and °Martini -Bar"; andWHEREAS 155ET desires the right to use the Hooters brand on services typically offered through and at ahotel casino resort in Las Vegas at the Hotel Casino, including, without limitation, a Hooters branded conceptrestaurant, as well as the Dan Marino's and Martini Bar branded concepts ; andWHEREAS FLH LLC desires to assign its rights, and allow reassignment of its rights, to allow use of theHooters brand and concept as well as the Dan Marino's and Martini Bar branded concepts, at the Hotel Casino;NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:The Assignment. FLH LLC hereby assigns to 155 ET all of FLH LLC's rights and obligations that it has in the Hooters brandand concept pursuant to the "HGC Assignment Agreement" for the limited purpose and use at the Hotel Casino, a copy of whichis attached hereto and incorporated herein by reference as Exhibit 1 (including, all documents referenced therein), including itsrights and liabilities under the Consent Agreement, which are set forth the "Consent Agreement" attached hereto andincorporated herein as Exhibit 2, all of which is for use solely at the Hotel Casino, and for use worldwide to promote the HotelCasino. FLH LLC hereby further assigns to 155 ET all of FLH LLC's rights and obligations under the Mark License Agreementattached hereto and incorporated herein as Exhibit 3, for use solely at the Hotel Casino. HGC shall retain any and all rights andobligations that HGC has in the Hooters Brand pursuant to the License Agreement for any location other than the Hotel Casino.The Term. This Agreement shall be in full force and effect from the Effective Date until the termination or expiration of theLicense. The rights and obligations under the Mark License Agreement shall be in full force and effect from the Effective Dateuntil the termination or expiration of the Mark License Agreement.Obligations. 155ET hereby accepts all obligations, responsibilities, liabilities and risks that are those of FLH LLC and HGC, asthe case may be. under the HGC Assignment Agreement, the Consent Agreement and the Mark License Agreement, including,without limitation, all obligations, responsibilities, liabilities and risks regarding any licensing fees, periodic statements, booksand records, indemnification, trademark notices and registrations, quality of activities, undertakings, and default and termination.License Fees & Consent Fees. 155ET shall be obligated to pay all fees and other amounts due upon the assumption of theHGC Assignment Agreement, the Consent Agreement and the Mark License Agreement, as if 155E1 directly assumed allobligations and liabilities thereunder. In addition to those fees and for HGC's consent of this Agreement 155ET shall pay toHGC an additional three percent (3%) of all net profits directly earned from conducting gambling as described in Nevada1: \14856 \000211P Consents-Asg,ns\FLH to 155 Assignment v4 final.doc-1-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 40 of 48Revised 'Statutes Section 463.0153 pursuant to a Nevada state gaming license for FLH LLC's acquisition, contribution andassignment of the HGC Assignment Agreement to 155E1, which such amount shall be calculated monthly. In addition to anyother fees and amounts due to any party, 155ET understands and agrees that there are certain fees and amounts which shall bepaid to LVW for training, set-up and other start-up items customarily charged in similar licensor/licensee situations, which suchfees and amounts shall not be subordinated or deferred by LVW.Indemnification and Hold Harmless. 155ET hereby indemnifies, defends and holds harmless, FLH LLC from and against anyand all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, or incidental toFLH LLC's grant of this consent; provided, however, that FLH LLC shall not be entitled to any such indemnification when theclaim at issue is based upon a matter unrelated to FLH LLC's granting of this consent or the operation of the Hooters restaurantconcept at the Hotel Casino, the proven gross negligence or willful misconduct of FLH LLC, or the proven breach by FLH LLC ofany provision of this AgreementIndependent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisAgreement, nor any principal-agent or employer-employee relationship. Neither party has, and neither party shall attempt toassert, the authority to make commitments for or to bind the other party in any manner whatsoever. This Agreement does notconstitute arid shall not be construed as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Agreement tobe given by either party shall be in writing and may be given by hand delivery, by overnight commercial courier delivery. service .or Express Mail, by telecopy, or by certified mail return receipt requested, addressed to the party for whom it is intended, at 155East Tropicana Avenue, Las Vegas, Nevada 89109, Attn: CEO for 155ET and at 107 Hampton Road, Suite 200, Clearwater,Florida 33759 for FLH LLC. Any party may change its address for notice by giving notice to the other party of the change. Anynotice under this Agreement shall be deemed delivered on the date of hand delivery; the next business day after delivery to anovernight commercial courier service or to the United States Postal Service for Express Mail for delivery on the next businessday; or the date telecopied, if electronic confirmation of delivery is obtained and retained.Choice of Law, Venue. This Agreement shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be, fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Agreement, and agrees to service of process by overnight mail.Assignment. This Agreement shall not be assignable by 155E1 in any respect, and shall not inure to the benefit of any thirdpartyIncorporation. This Agreement constitutes the entire understanding and agreement between the parties with regard to thesubject matter herein, and the parties further agree that this Agreement expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Agreement maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. In the event that any portion of this Agreement shall be unenforceable in whole or in part, said provision shallbe limited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Agreement shallbe construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein,as the case may be.Representation by Counsel - Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at thejoint request, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Agreement, and the normal rule of construction to the effect that any ambiguities in this Agreement are to beresolved against the drafting party are inapplicable to this Agreement.Compliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine theI:11485610002MP Consents-Asgns\FLH to 155 Assignment v4 final doc-2-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 41 of 48suitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party withany information that the requesting party deems necessary or appropriate in assuring itself that the other party possesses thegood character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and each party specificallywarrants and represents-to the other that there is nothing in its background, history, or reputation that would be deemed —unsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to thisAgreement shall be kept confidential by the other party to the extent reasonably possible and not used for any purpose otherthan compliance matters. If, during the term of this Agreement, either party is notified by any of . the Nevada gaming authoritiesthat the conduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any ofits subsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fails tomeet the criteria set forth above, this Agreement shall terminate upon written notice (such notice shall provide a detailedexplanation as to why the other party fails to meet the criteria set forth above) by the complaining party unless the other party isable, within sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada gamingauthority.Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement ifthe failure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war,civil commotion or industrial dispute ("Force Majeure"). If such delay or failure continues for at least thirty (30) days, the party notsubject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.Counterparts. This agreement may be executed in any number of counterparts, each of which shall be considered an original,but all of which counterparts shall be deemed to be one and the same document. Parties may execute this agreement bysignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS AGREEMENT IN ITSENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ONBEHALF OF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCHPARTY THAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.1:\14856\0002\1P Consents-Asgns\FLII to 155 Assignment v4 tinal.doc-3-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 42 of 48IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.155 East Tropicana Avenue, LLC, a Nevada limited liability companyBy: EVIL Common LLC, a Nevada limited liability companyIts: MemberBr. Eastern & Western Hotel Corpo a , a Nevada corporationIts: ManagerBy:pIttctiaClce PftstdeAt.By: Florida Hooters LLC, a Nevada limited liability companyIts: MemberBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: HG Casino Management, Inc., a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy; Lags Ventures, LLC, a Nevada limited liability companyIts: MemberBy:Dave Lageschulte, Sole MemberFlorida Hooters LLC, a Nevada limited liability companyBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: HG Casino Management, Inc., a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy: Lags Ventures, LLC, a Nevada limited liability companyIts: MemberBy:Dave Lageschulte, Sole MemberConsented and Agreed To:Hooters Gaming Corporation, a Florida corporationBy:Title: Nat KzefcrDate:FLH to 155 Assignment

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 43 of 48Exhibit 1"Copy of HGC Assignment Agreement(to be attached)FLH to 155 Assignment

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 44 of 48ASSIGNMENT AGREEMENTTHIS ASSIGNMENT AGREEMENT (the *Agreement, is entered into on July 30, 2004 (the "Effective Date)by Hooters Gaming Corporation, a Nevada corporation (hereinafter "HGC), and Florida Hooters LLC, a Nevadalimited fiability company (hereinafter "FLH LLC").WHEREAS, pursuant to that certain 'License Agreement" dated March 21, 2001, as amended by thatAmendment to License Agreement dated April 21, 2004, and entered into between HI Limited Partnership, a Floridalimited partnership ("111 LP") and HOC, HI LP granted to HGC the exclusive license to use the "Hooters Brand" inconnection with the conduct of gaming and the operation of a hotel/casino resort in Nevada, including, a "Hooters'restaurant subject to the receipt of written permission and consent from LVW.WHEREAS pursuant to that certain "Consent Agreement' dated on or about the date hereof between HGCand Las Vegas Wings, Inc., a Nevada corporation ("LVW"), LVW granted its consent under the License Agreement toHGC, on the terms and conditions set forth in the Consent AgreementWHEREAS FLH LLC desires the right to use the Hooters brand on services typically offered through and ata modem hotel casino resort in Las Vegas; andWHEREAS HGC desires to assign its rights, and allow reassignment of its rights, to allow use of theHooters name and concept at a casino hotel resort located at 155 East Tropicana, Las Vegas, NV (the 'HotelCasino");NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:The Assignment. HOC hereby assigns to FLH LLC all of HGC's rights and obligations that it has in the Hooters Brand pursuantto the License Agreement for the limited purpose and use at the Hotel Casino, a copy of which is attached hereto andincorporated herein by reference as Exhibit 1, including its rights and liabilities under the Consent Agreement, which are setforth the "Consent Agreement" attached hereto and incorporated herein as Exhibit 2, all of which is for use solely at the HotelCasino, and for use worldwide to promote the Hotel Casino. HGC shall retain any and all rights and obligations that HGC hasin the Hooters Brand pursuant to the License Agreement for any location other than the Hotel Casino.The Term. This Agreement shall be in full force and effect from the Effective Date until the termination or expiration of theLicense Agreement.Obligations. FLH LLC hereby accepts all rights, obligations, responsibilities, liabilities and risks that are those of HGC underthe License Agreement and the Consent Agreement, including, without limitation, all obligations, responsibilities, liabilities andrisks regarding any licensing fees, periodic statements, books and records, indemnification, trademark notices and registrations,quality of activities, undertakings, and default and termination. For clarification, FLH LLC shall act as "Licensee" (as defined inthe License Agreement) under the License Agreement as it is applied to the Hotel Casino, and as HGC under the ConsentAgreementLicense Fees & Consent Fees. FLH LLC shall pay HI Limited Partnership under the License in place of HGC and shall payLVW the Consent Fee (defined in the Consent Agreement) due to LVW pursuant to and on the terms and conditions set forth inthe Consent Agreement.Indemnification and Hold Harmless. FLH LLC hereby indemnifies, defends and holds harmless, HGC from and against anyand all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, or incidental toHGC's grant of this consent; provided, however, that HGC shall not be entitled to any such indemnification when the claim atissue is based upon a matter unrelated to HGC's granting of this consent or the operation of the Hooters restaurant concept atthe Hotel Casino, the proven gross negligence or willful misconduct of HGC, or the proven breach by HGC of any provision ofthis Agreement.GAUSERTKC114856100021IP Consents-Asgns UGC to FL LLC Assignment vidoc

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 45 of 48Independent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisAgreement, nor any principal-agent or employer-employee relationship. Neither party has, and neither party shall attempt toassert, the authority to make commitments for or to bind the other party in any manner whatsoever. This Agreement _ does notconstitute and shall not be construed as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Agreement tobe given by either party shall be in writing and may be given by hand . delivery, by overnight commercial courier delivery serviceor Express Mail, by telecopy, or by certified mail return receipt requested, addressed to the party for whom it is intended, at 107Hampton Road, Suite 200, Clearwater, Florida 33759 for FLH LLC and at 107 Hampton Road, Suite 200, Clearwater, Florida33759 for HGC. Any party may change its address for notice by giving notice to the other party of the change. Any notice underthis Agreement shall be deemed delivered on the date of hand delivery; the next business day after delivery to an overnightcommercial courier service or to the United States Postal Service for Express Mail for delivery on the next business day, or thedate telecopied, if electronic confirmation of delivery is obtained and retained.Choice of Law, Venue. This Agreement shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Agreement, and agrees to service of process by overnight mail.Assignment. Subject to HGC's consent, this Agreement shall be assignable by FLU LLC for use in connection with the HotelCasino, operation of a Hooters branded restaurant, and the marketing, advertising and promotion of the Hotel Casino.Incorporation. This Agreement constitutes the entire understanding and agreement between the parties with regard to thesubject matter herein, and the parties further agree that this Agreement expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Agreement maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. In the event that any portion of this Agreement shall be unenforceable in whole or in part, said provision shallbe limited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Agreement shallbe construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein,as the case may be.Representation by Counsel • Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at thejoint request, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Agreement, and the normal rule of construction to the effect that any ambiguities in this Agreement are to beresolved against the drafting party are inapplicable to this Agreement.Compliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine thesuitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party withany information that the requesting party deems necessary or appropriate in assuring itself that the other party possesses thegood character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and each party specificallywarrants and represents to the other that there is nothing in its background, history, or reputation that would be deemedunsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to thisAgreement shall be kept confidential by the other party to the extent reasonably possible and not used for any purpose otherthan compliance matters. If, during the term of this Agreement, either party is notified by any of the Nevada gaming authoritiesthat the conduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any ofits subsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fails tomeet the criteria set forth above, this Agreement shall terminate upon written notice (such notice shall provide a detailedexplanation as to why the other party fails to meet the criteria set forth above) by the complaining party unless the other party isable, within sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada clamingauthofity.G:\USERAEKC1148561000211P Consents-AsgnsAFIGC to FL LLC Assignment vidoe-2-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 46 of 48Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if.the failure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to, acts of God,-war,civil commotion or industrial dispute ("Force Majeure"). If such delay or failure continues for at least thirty (30) days, the party_notsubject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other. -Counterparts. This agreement may be executed in any number of counterparts, each of which sha•be considered an original,but all of which counterparts shall be deemed to be one and the same document. Parties may execute this agreement bysignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS AGREEMENT IN ITSENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ONBEHALF OF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCHPARTY THAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.GAUSEMEKC\148561000211P Consents-Asgns\HGC to FL LIC Assignment v3.doc-3-

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 47 of 48IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.Hooters Gaming Corporation Florida Hooters tita Nevada corporation a Nevada limited lability company .By:Neil Kiefer, PresidentBy: Hooters Gaming LLCa Nevada limited lability companyIts: MemberBy: HG Casino Management, Inc.a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy: Lags Ventures, LLCa Nevada limited liability companyIts: MemberBy:Dave Lageschulte, Sole MemberAssignment HGC to FL LLC

Case 11-22216-bam Doc 16-1 Entered 08/01/11 18:20:48 Page 48 of 48Exhibit "I'Copy of License Agreement(to be attached)Assignment HGC to FL LLC

0§/08/04,•3:24 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 1 of 44••■■••■•■■•■•LiCKNELAOREFAREETHIS LICENSE AGREEMENT is entered into this Z lir day of March, 2001, byand between HI LIM1IED PARTNERSHIP, with its principal office located at 26133 U.S.Highway 19 North, Suite 100, Clearwater, Florida 337634019, hereinafter referred to as"LICENSOR" and HOOTERS GAMING CORPORATION,. a Nevada corporation, with itsprincipal offices located at 26133 U.S. Hwy. 19 North, Suite 100, Clearwater, Florida 33763, -hereinafter referred to as "LICENSEE."L qv:Ant of LicenseLicensor grants to Licensee, for the term of this Avec:I:rent, subject to the terms andconditions hereinafter contained, an exclusive license to use (i.e., to the•exclusion of Licensorand aft other persons or entities) all of the intellectual property described on the attached ExInlit"A" (collectively referred to as "Licensed Intellectual Property") in connection with gaming,casino and/or combined hotel, gaming and casino operations (ie., no hotel will be operated under.this license unless a casino is part of the facility; but gaming and casino operations are permittedwhether or not they are part of a hotel).A. Combined hotel, gaming and casino operations include,*but arc not limitedto, the right to provide the following services within the hotel and casino facility:1. room service;. •2. restaurant operations, including, but not limited to, a HOOTERS.restaurant so long as Licensee obtains the permission of the franchisee with theright to operate HOOTERS. restaurant in Nevada to feature a ROOTERS.restaurant as one of the restaurants therein; provided, however, that if prior toactually opening such restaurant no HOOTERS• restaurant franchisee then hasthe right to grant such permission,- Licensor, shall be deemed to have herebygranted such permission directly to the Licensees;3. retail sales facilities within which Licensee shall have the right toallow others to conduct retail sales of all kinds; and4. entertainment facilities, subject to the quality standards set forth inSection XI hereofB. All gaming, casino and/or combined hotel, gaming and casino operationspermitted herein shall also include:1. the right to sell merchandise bearing some or all of the LicensedIntellectual Property, so long as such merchandise has previously been approvedby Licensor (which approval shall not be unreasonably withheld) and suchmerchandise has been manufactured by manufacturers licensed by Licensor tomanufacture such merchandise;STP#51 1 144.1 1

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 2 of 44uua2. The right to use the Licensed Intellectual Property and to use"HOOTERS° girls" (and their names and lficenesses) in the Facilities (as definedbelow) to promote, market and advertise such Facilities worldwide and aver theInternet (includ ing, but not limited to, using the word "Hooters" or "hooters" inany and all related domain names used for any and all related web sites on theInternet, so long as such domain names also include additional letters or wordsthat identify the particular web site's relationship to the nature of the Licensee'slicensed business operations [e.g., "hootershotelandcasino,""hooterscasinoandhotel," or “hooterscasino" or the MA but excluding"hootershotel," which name shall not be used]), through any media and in anycontent; provided, however, that Licensee shall take no action or position withreference to the "HOOTERS. girls" which interferes with the applicability ofthat certain Bona Fide Occupational Qualification as provided by law, including,• without limitation, such qualification as provided in that certain Consent Decreedated November 25, 1997, and entered in Gonzalez V. Hooters, Inc. et aL, etc., ',-Consolidated Case Nos. 93 C 7709, 94 C 6338, and 97 C 2563 by the UnitedStates District court for the Northern District of Illinois, Eastern Division (the"BFOQ Requirement") and3. The right to :include MUMS. girls as part of the staff of anycasino or combined hotel, casino arid gaming facility, whether or not such personshave ever had experience working in a HOOTERS. restaurant, subject to theBFOQ Requirement set forth in Section LB.2 of this A.greFmentAll activities to which this grant of license applies shall be referred to collectively es the"Licensed Activities".U. T.Siat20/4The Licensee shall be entitled to use the license granted hereunder in the territorydescribed below (herein such territory is cancel "I..icensed Territory").A. Gaining, casino and/or hotel or combined hotel, gaming and casinooperations – within the State of Nevada (any and all such operations and the facilities inWhich they occur shall be referred to collectively as the "Raellities"); and.B. _Promotion, marketing and advertising of the Facilities – worldwide,including, but not limited to, over the Internet, subject to the provisions of Section LB.2of this AgreementTerm.This Agreement shall begin on the 15th day of March, 2001, and shall be perpetual, unlesssooner terminated in accordance with the provisions hereofIV. Licensieg Fees.SIPAI 11844.11 2

0g1/08/04 13:24 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 3 of 44A. Initial Fee: The Licensee agrees to pay Licensor the sum of FiveHundred and no/100 Dollars (S500.00) Dollars payable upon execution of this agreementand on each anniversary date during the term of this Agreement.B. Percentage Compensation:1. As the sole additional compensation under this license, theLicensee shall pay Licensor royalties in an amount equal to two percent (2%) ofall Net Revenues of Licensee Generated by the Licensed Activities (as defined inSection IV.B.2) (the "Royalties, during the term of this Agreement, subject tothe terms of Section V below.2. "Net Revenues of Licensee Generated by the LicensedActivities" shall mean the dollar amount of (a) all gross revenues from licensedgaming activities as that team is defined in Nevada Revised Statute 1463.0161,plus (b) all gross mimics from other Licensed Activities (Le., other thanrevenues from gaming activities) after deducting (1) any bona fide credits forrefunds actually • made or allowed, (2) all promotion allowances andcomplimentary items and services given by Licensee to customers, (3) credit cardfees payable by Licensee, and (4) revenues generated by any HOOTERS.restaurant operated as part of any of the Facilities on which the restaurant operator 'independently pays fees to Hooters of America, Inc. (“110A"); provided,however, that if HOOTERS° restaurant revenues are not deducted on account ofthe restaurant operator's failure to pay fees in accordance with such operator'sagreement(s) with 110A, and such operator thereafter pays the previously unpaidfees to HOA, Licensee shall receive a credit for such payments in the nextcalculation of Net Revenues of Licensee Generated by the Licensed Activities.Licensee pays Licensor In computing such net revenues, no other direct orindirect expenses or costs incurred in providing the Licensed Activities shall bededucted, nor shall any deduction be made for =collectible accounts, cashdiscounts, or similar allowances. Such Percentage Compensation shall be payableconcurrently with the periodic statements required in paragraph V of thisAgreementAny payment's not made by the 15th day following the close of the period for which payment isdue shall bear interest at.the rate of 13% per month.V. Licensor CovenantsA. Licensor and any and all of its officers, directors and shareholders, atLicensee's expense, shall obtain and maintain at all times all licemies and approvalsnecessary or requested by the Nevada State Gaining Board, the Nevada GamingCommission or other local or state authority having jurisdiction over the casino or hotellicenses (the "Nevada Gaming Authorities"). Licensor recognizes that the NevadaGaming Authorities may make Licensor's continuing right to =dye the Royaltiesconditioned on Licensor, its officers, directors • and shareholders fulfilling thequalifications of the Nevada Gaming Authorities and maintaining all necessary approvalsSTP#511114411 3

Of/08/04 . 13:24 FAX .Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 4 of 44.1.11 WWI/and licenses required by the Nevada Gaming Authorities. Licensor will take any and allactions necessary, and will fully coops: ate with Licensee and the Nevada GamingAuthorities, to fulfill such qualifications and obtain and maintain ail such approvals,including, without limitation, any or all of the ibllowing, if required by the NevadaGaming Authorities:• 1. The termination by Licensor of any connection or affiliation it haswith individual officers, directors or shareholders who fail to fulfill thequalifications of the Nevada Gaming Authorities or who otherwise are required tobe approved by, but cannot obtain the approval AA the Nevada GamingAuthorities; or2. The sale, transfer or delegation, or complete divestiture of some orall of Licensor's rights under this Agreement or of all right, title and interest inownership or use of the licensed Intellectual Property in the State of Nevada forthe purposes expressed in Section I of this Agreement to another entity or into , atrust designated by Licensor (the 'Transferee) in which Licensor and itsofficers, directors and shareholders have no right, title or interest of any kind,legal or equitable, and no direct or indirect right or ability to exorcise any of theLicensor's rights hereunder.B. During any period in which the Licensor or its officers, directors orshareholders fail to obtain or maintain the approvals required by the Nevada GamingAuthorities, no Royalties shall hi paid to Licensor. Instead, all Royalties due hereundershall be paid into a separate interest bearing escrow account pending receipt by Licensoror, if applicable, the Transferee, of all required approvals, at which time such Royaltiesso held shall be turned over to Licensor or, if applicable, the Transferee. If Licensor failsto obtain all such approvals within twenty years of the date on which application is firstmade therefor, dm all Royalties paid into and hold in such account shall revert to andbecome the property of Licensee, who shall then have no further obligation to pay anyRoyalties to Licensor thereafter.•C. If Licensor fails or refuses to comply with the covenants set forth inSection V.A above in any way that interferes with Licensed ability to obtain theapproval of the Nevada Gaming Authorities to open any Facilities, Licensee shall havethe right to require Licensor to spedfically perform the terms of this Agreement M anytime that Licensee believes Licensor is so failing or refusing to comply, Licensee shallhave the right to seek such specific performance through binding arbitration in the Stateof Nevada by malting written demand therefore through the American ArbitrationAssociation, using arbitrators located in Nevada who have been approved by theAmerican Arbitration Association.1. Upon receipt of such written demand, Licensor shall select anarbitrator, Licensee shall select an arbitrator, and the two arbitrators shall select athird arbitrator.strastraA4.11 4

.06/08/04 13:25 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 5 of 44VI. Periodk Stateinenis.2. The parties shall expedite the resolution of such arbitration suchthat it will have been completed within 45 days after Licensee demands sucharbitration.3. The decision of the arbitrators will be foal, and such decision shallbe enforceable in a Court of competent jurisdiction, including, but not limited tothe Courts located within the State of Nevada; provided, however, that thearbitrators shall have no authority to, and nothing contained herein shall in anymanner, directly or indirectly, interfere with or affect the obligation of theLicensee for the payment of Royalties.Licensee shall, on the 15th day following the close of each calendar month in which grossrevenues are generated during the term of this Agreement, finish to Licensor complete andaccurate statements, certified by an officer of the Licensee, showing the Net Revenues ofLicensee Generated by the Licensed Activities during the preceding calendar month. Suchstatements shall first be furnished commencing with the le day of the month immediatelyfollowing the calendar month in which any gaming, casino or hotel operations are opened 'forbusiness, and shall be Ibmished monthly thereafter to Licensor, whether or not any revenueshave been received during the calendar month for which statements are due.VIL nooks and j4ecords.A. famatigsLoamoula. The Licensee shall keep and maintain accuratebooks of account and records covering all .transactions related to the license herein andshall preserve records covering the two most recent calendar years for at least two (2)years following the termination or expiration of the term of this Agreement, or anyrenewal thereof or such longer period as otherwise may be required by the applicablegovernmental authorities. Said books and records which shall be kept and maintainedand shall include, but shall not be limited to, invoices, sales journals, general ledgers,customer lists, conespondence, banking records, and other records pertaining to thevarious items required to be shown on the statements to be submittal by Licensee toLicensor, together with all sales tax and all other reports filed with or required by theapplicable governmental authorities. If a defer* occurs under Section XIII be rounder,then upon Licensee's receipt of wiitten notice identifying that default, Licensee shallpreserve all then existing records it otherwise could have discarded or destroyed pursuanthereto, until such time as the default is cured or the requirement to preserve such recordshas been otherwise waived by Licensor.B. Exantigation. Licensor and its authorized representative shall have theright, at all reasonable daytime business hours of the day, on 5 days prior nodes, toexamine such books of account and records and all other documents and materials inLicensee's possession under. its control with respect to the subject matter of thisAgreement, and Licensor • gall hetie- the righ t to inspect all other gif..)ements and materialsin Licensee's possession under its control with respect to the subject matter of thisSTP1611344.11 5

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 6 of 4400/08/04 13:25 PAZ121 007Agreement, and Licensor shall have free and full access thereto for such purposes and forthe purpose of making extracts therefrom and copies thereof; subject to the provisions ofSubsections VILC and VILD. X at any time, the Licensor examines the books andrecords of account of the Licensee, and the Licensor determines a deficiency, then theLicensee shall be responsible for the payment of the entire deficiency, together withinterest thereon at the rate of 8% per rum= from the date such amount became due untilthe data of payment, and if such deficiency is more than 2% of the annual amountactually due Licensor and the amount actually paid by the Licensee to Licensor duringthe preceding 12 months, then the Licensee shall pay Licensor's reasonable costs andexpenses of such audit and inspection. Once Licensor has concluded its examinatirn forany particular period, it shall have not Bird= right of examination with respect to suchperiod.C. Trade Secrets. Licensor shall treat as confidential and shall not disclose toany person at any time during the term of this Agreement or thereafter any or all tradesecrets of Licensee to which Licensor becomes privy, whether by virtue of itsexamination rights set forth. in Section VII.B hereof or otherwise. If Licensor reasonablybelieves it must make some form of disclosure of such trade secrets to others in order toenforce the terms of this Agreement or to comply with other applicable laws, statutes orrules (including, but not limited to subpoena(s) sewed on Licensor), Licensor shall giveLicensee reasonable written notice (which shall mean thirty days, in most chrumstances,but in all events shall be no less than a reasonable period of time, if available, to theintended or required disclosure) of its intent or obligation to disclose such trade secrets,so that Licensee can seek to prevent such disclosure through such means as are availableto Licensee to do so (eg., through a motion for protective order or to quash process andthe like). If a court order is entered prohibiting such disclosure, Licensor shall complywith such order for so long as it remains in effect.D. Confidential. Licensor shall treat as confidential and shall not disclose toany person at any time during the tetra of this Agreement or for a period of two yearsfollowing the termination of this Agreement any and all other confidential or proprietaryinformation of the Licensee to which Licensor becomes privy, whether by virtue of itsexamination rights set forth in Section VILB hereof or otherwise. If Licensor reasonablybelieves it must make some form of disclosure of such information to others in order toenforce the terms of this Agreement or to comply with other applicable laws, statutes orrules (including, but not limited to' subpoena(s) served on Licensor), Licensor shall giveLicensee reasonable written notice (Which shall mean thirty days, in mast circumstances,but in all events shall be no loss than a reasonable period of time, if wallabies prior to theintended or required disclosure) of its intent or obligation to disclose such information, sothat Licensee can seek to prevent such disclosure through such means as are available toLicensee to do so (e.g., through a motion for protective order or to quash process and thelike). If a court order is entered prohibiting such disclosure, Licensor shall comply withsuch order for so long as it remains in effectVIII. Goodwill.STP#511844.1 1 6

O6/Oa/04 . 13:23 FaCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 7 of 44••••••■■••r w'A. The Licensee recognizes and acknowledges the great value of the goodwillassociated with the Licensed Intellectual Property and acknowledges that the goodwillattached thereto belongs exclusively to the Licensor and that such Licensed IntellectualProperty have secondary meanings in the minds of the public. The Licensee shall not,during the term of this Agreement, or thereafter, attack or aid or assist others in attackingthe property rights in and to the Licensed Intellectual Property, or attack the validity,legality or enforceability of this Agreement in accordance with its tams.B. Licensor shall not, either during or after the term of this Agreement, doanything, or aid or assist any other party to do anything, which would harm, impair,disparage or denigrate the Licensed Intellectual Property licensed for use by License;and shall take all steps necessary to preserve the goodwill in such Licensed IntellectualProperty. In that regard:IX. Indemnification.L Licensor hereby delegates to Libeling; at its sole expense, the rightand obligation to pursue infringers of the Licensed Intellectual Property ingaming, casino and/or combined hotel. gaming and casino activities within theState of Nevada. In that regard, Licensor shall fully cooperate with Licensee insuch efforts and, if requested or required by the Licensee to do so, shall join as aparty to any and all litigation deemed necessary by the Licensee to stop suchinfringement, at Licensee's expense.2. Licensor, at its option and expense, shall pursue infringers of theLicensed Intellectual Property within the State of Nevada in all other activities.The Licensee shall assist Licensor, to the extent necessary, in the procurement ofany protection or to protect any of the Licenser's rights to the LicensedIntellectual Property, and except as provided in Section Licensor, if it sodesires and in its sole discretion, may commaice or prosecute any claims or suitsin its own name or in the name of Licensee, or joint Licensee as a party thereto, atLicenser's expense.3. The Licensee shall notify Licensor in writing of any infringementsor imitations by others of the Licensed Intellectual Property in any manner whichbecome known to Licensee.4. Licensor shall notify licensee in writing of any infringements orimitations by others of the Licensed Intellectual Property in the State of Nevada inthe gaming, casino and/or combined hotel, gaming and casino area which becomeknown to Licensor.Licensee hereby agrees to indemnify and hold harmless the Licensor from any claims,demand, causes of action or damages (including attorney's fees) arising out of Licensee's use ofthe Licensed Intellectual Property in connection with the Licensed Activities. Without in anyway limiting the foregoing, the Licensee will obtain and maintain liability insurance or =me tobe obtained and maintained liability insurance under all coverages maintained by or for theSTIV5t1844.11

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 8 of 44Of/08/04 13:25 DoL____Licensee providing protection that includes the Licensor and its officas, directors andshareholders as additional insureds against any claims, demands or causes of action or damages(including attorney's fees) arising out of or relating to the Licensed Activities.X. Trademark Notices and Ragistratimui.The Licensee shall display either or both of the following general notices on or withinfacilities and any writterfmaterials, including all Internet materials, displaying the LicensedIntellectual Property and/or at such other locations that the Licensor may from lime to timedesignate:A. The HOOTERS. trademark and logo insignia are the exclusive propertyof the HI Limited Partnership ("Licensor") and may not be reproduced without thewritten consent of Licensor,. and /orB. Official Licensee of the HI Limited Partnership.The LiTensor shall have the right to revise the above notice requirements and to require suchother notices as shall be reasonably necessary to protect the interests of Licensor. After approvalpursuant to Section XI of this Agreement, the Licensee agrees to advise Licensor of the initialdate of engaging in the Licensed Activities, and upon request to deliver to Licensor specimensamples (or, in the case of buildings and fixtures, photographs) of all items on which Licenseedisplays the Licensed Intellectual Property for use by Licensor in procuring copyright trademarkand/or service mark registrations.Licensee shall have the right, but not the obligation, to apply for the registration of applicabletrademarks and service marks in the name of or on behalf of Licensor, at Licensee's expense,with respect to Licensee's use of Licensed Intellectual Property. Licensor shall fully cooperatein enabling such registrations by, among other things, executing any and all documents requiredto effect such registration.XI. °minty ofAclivities.A. Licensee shall maintain quality standards for the use of the LicensedIntellectual Property that are generally consistent with the standards employed byHooters, Inc. and its affiliated entities in the operation of their Impactive HOOTERS'• restaurants, as the same may be reasonably modified to apply to the gaming, casinoand/or combined hotel, gaming and casino business as it may be operated from time totime in the State of Nevada. Licensee may make any reasonable non-material changes inquality standards that do not tarnish, harm, misuse, disparage or bring into disrespect thelicensed Intellectual Property. Licensee, whose principals are experienced HOOTERS*restaurant operators, shall be entitled to exercise its judgment as to reasonableness and itsjudgment will be deemed to be reasonable if there is a rational business, aesthetic orsubjective basis supporting its decision, which is consistent . with the protection of theLicensed Intel act prcprzty , pr !,am no chancre will be made by Licensee so as tofrustrate the fundamental assumption of the HOOTERS . restaurant system as of the dateST11111 544.11 8

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 9 of 4400/98/0". 13:28- paxhereof or as the same may evolve hereafter. Licensee shall conform to not less than theminimum control of the Licensed intellectual Property necessary to preserve the validityof the. Licensed Intellectual . Property to avoid a naked. trademark. addition, anystandard adopted by Licensor for its own HOOTERS . restaurant operations will bedeemed to conform to the quality standards required of Licensee by this license, shouldLicensee elect to adopt such changesB. Licensee shall notify Licensor of modifications made or to be made inaccordance with Section xr.A. and Licensor shall approve all reasonable modificationsabout which it is so notified. Modifications that shall be deemed reasonable shall include,but not be limited to, the right to remain open on a 24-hour, 7-days per week basis, andthe right to serve breakfast in any hotel operations.C. If the Licensor believes, using reasonable discretion, that some portion ofthe Licensed Activities denigrates the Licensed Intellectual Property and the goodwill ofthe Licensor associated with the Licensed Intellectual Property, Licensor will provide -.written notice to Licensee of such determination, giving specific examples of thereason(s) why Licensor has made this determination. Licensee shall then have 30 daysthereafter to dispute or commence curing such default(s). In exercising such discretion,Licensor shall act in good faith and shall not make arbitrary decisions. Examples ofthings that denigrate the Licensed Intellectual Property include, but -are not limited toiportraying wet t-shirt contests, topless dancing or other topless displays by HOOTERS"girls, and drug abuse. In order to assure the Licensor that the Licensee is complying withsuch standards, the Licensee shall allow Licensor to inspect the same on reasonablenotice to Licensee. If Licensee timely disputes such a determination of by Licensor,Licensor and Licensee shall have 30 days following receipt of notice of the disputeddetermination sto conamence binding arbitration over those provisions in the State ofNevada. If icensee fails to timely commence such arbitration proceedings, Licenseeshall have no further right to dispute the determination and shall conform its conduct tosuch determination. If Licensee or Licensor timely commence such arbitration bymaking written demand for arbitration:XII. Undertakings1.. The arbitration shall involve 3 arbitrators, one to be selected by theHI Partnership by HOA (which at that time will be the metal partner of the HIPartnership), the second to be selected by the licensee under such license, and thethird to be selected by the two other arbitrators from the list of certified arbitratorsmaintained by the American Arbitration Association for the State of Nevada. Theparties shail expedite the resolution of such arbitration such that it will have beencompleted within 45 days after the arbitration is demanded.2. The decision of the arbitrators shall be binding upon both Licensorand Licensee and a judgment may be entered in a court of competent jurisdiction;provided that the arbitrators shall not interfere with or affect Licensee's obligationto comply with the BFOQ requirements.STP#511244.11 9

U0,186/114t 13:28 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 10 of 44oilLicensor and Licensee, during the term of this agreement, shall comply with all laws,regulations and standards, relating or pertaining to the Licensed Activities and shall maintainquality standards which comply with the requirements of any regulatory agencies which shallhave jurisdiction over such activities.MIL DefeoRind Tel:initiation.The Licensor shall have the right to terminate this Agreement without prejudice to any ofthe other rights.it may have, upon the occurrence of any one or more of the following events, inaccordance with the following ten=A. If the Licensee does not engage in any bonafide activity to pursue thedevelopment of some form of gaming, casino or combined habil, gaming and casinofacility for a period of 24 consecutive months following the execution of this license,Licensor shall have the right to notify Licensee of its intent to terminate, so long as suchnotice is given in writing. This license shall then be terminable by the Licensor, unless,within 30 business days following Licensee's receipt of such notice, Licensee providesLicensor with documentation showing that Licensee has been actively planning, duringthe preceding 24-month period, to open, lease, Requite or otherwise develop such againing, casino or combined hotel, gaming and casino operation in Nevada. Suchdocumentation may evidence active negotiation concerning the feasibility of suchoperations, specific partners, co-venturers, shareholders, financing licensing acquisition,construction or 'other development activity applicable to specific site or sites, specificpartners, co-venturers or other proposed ptincipals in the operations, or the 153:. Thedocumentation may be in the form of memos, correspondence, offers, an already executedletter of intent or lease agreement or proof of an exchange or tender of a formal leaseagreement, sales, partnership, shareholder or other form of contract or offer. Followingthe end of that 24. month period, Licensor shall have a right to repeat its request fordocumentation of active planning activities during each 6-month period thereafter, and ifthe Licensee has not engaged in any bonafide activity to pursue the development of suchfacility during such 6-month period, Licensor shall have the right to teiminato suchlicense unless the absence of such activity is . because the Licensee is awaiting sonicgovernmental action or approval previously applied for, or unless, prior to exercisingsuch right to terminate, Licensee engages in such activity.B. Notwithstanding the provisions of Section XI1LA, if the Licensee shallnot have begun using the Licensed Ifitellectlial Property in connection with the LicensedActivities prior to September, 2005, then Licensor shall have the right to terminate thislicense unless, prior to exercising such right, Licensee commences such activities orunless, at that date, Licensee has substantially completed Facilities in which to commencesuch activities and completes such Facilities within a reasonable period of time thereafter,OrC. If Licensee shall fail to make any payment due hereunder or to deliver anyel' the- statealeuts hareiri isfu-riad to, vTithin 30 dap altzi 7.7.itte.-, nark; that saidpayments or statements are past dna; orSTIV511844.11 10

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 11 of 44uptuei Lazo∎filwri.cD. If the Licensee shall discontinue the Licensed Activity after opening forbusiness and shall remain inactive for 24 consecutive months; orE. If the Licensee shall materially breach any of the material non-monetaryterms of this Agreement and fails to cure such breach within 30 days after receivingwritten notice of such breach, unless Licensee has commenced curative efforts withinsaid 30 days and reasonably follows Through to complete such curative efforts within 90days after receiving written notice of such breach or is timely disputing same inaccordance with Section XLAfter the expiration or termination of this Agreement for whatever reason, Licensee will refrainfrom further use of the Licensed Intellectual Property or any further reference to them, or anysimulation of the Licensed Intellectual Property. Licensee agrees that the Licensed IntellectualProperty possess a special, unique and extraordinary character which malas difilcuit theassessment of the monetary damage which would be sustained by =authorized use. TheLicensee recognizes irreparable injury would be caused by unauthorized use and agrees thatinjunctive and other equitable relief would be appropriate in the event of a breach of this.Agreement, without the necessity of proving special damages, provided, however, that suchremedy shall not be exclusive of the other legal remedies otherwise available to the Licensor.All notices and statements to be given and all payments to be made hereunder, shall begiven mi made at the respective addresses of the parties as set forth below, unless notification of achange of address or facsimile phone number is given in writing. Any notice shall be scat by(=simile transmission and registered or certified mail, return receipt requested, properlyaddressed and stamped, and shall be deemed to have been given at the time it is mailed.TO LICENSOR IllalED 'PAKINERSHIP26133 U.S. Highway 19 North, Suite 100Clearwater, Florida 33763-2019Facsimile Phone #: (727) 725-4717Attu: Vice President-Trademark OperationsTO LICENSEE: HOOTERS GAMING CORPORATION26133 U.S. Highway 19 North, Suite 100Clearwater, Florida 33763-2019Facsimile Phone #: (727) 725-4717Attn: Neil G. Kiefer, PresidentXV. No hint Venture.Nothing herein contained shall be construed to place the parties in a relationship ofpartners or joint ventures and Licensee shall have no power to obligate or bind Licensor in anymanner whatsoever. •911451/844.11 11

Op/08/04, 13:28 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 12 of 44Q013XVI. Constructiou.This Agreement shall be construed in accordance with the Laws of the State of Florida.Courts located within the geographic boundaries of the United States District Court for theMiddle District of Florida, Tampa division, shall have exclusive jurisdiction and venue havingvenue over parties and disputes arising out of or related to this Agreement.XVII. Modificatious.Licensor shall accept any and all reasonable additions, deletions, modifications oramendments to this Agreement that may hereafter be requested by Licensee (collectively, allsuch requests will be referred to as the "Requests"), so long as such additions, deletionsmodilication.s or amendments do not materially modifY this Agreement in any way that (1)expands the obligations and burdens of the Licensor, (ii) expands the scope of the grant under -this Agreement, (iii) reduces the compensation payable to Licensor hereunder, (iv) expands thetime periods under the Default and Termination provisions set forth in Article XIII hereof; (v)modifies the BFOQ Requirements as defined herein, or '(vi) modifies the Quality of Activitiesstandards set forth in Section XI hereof If Licensor reasonably believes that a Request wouldadd, delete, modify or amend provisions in conflict with the provisions of this Article XVI I,Licensor's sole remedy shall be to seek the deletion or further modification of those conflictingprovisions by demanding binding arbitration over those provisions in the State of Nevada, withinthirty days of its receipt of a Request containing the disputed provisions. If Licensor ails totimely commence such arbitration proceedings, Licensor shall have no further right to dispute theRequest in question. If Licensor timely disputes the Request, the following procedures shallapply:A. The arbitration shall involve 3 arbitrators, one to be selected by Licensor,the second to be selected by the Licensee, and the third to be selected by the two otherarbitrators from the list of certified. Nevada arbitrators by the American ArbitrationAssociation for the State of Nevada. The parties shall expedite the resolution of sucharbitration such that it will have been completed within 4S days after Licensor timelydemands the arbitration.B. The decision of the arbitrators shall be binding upon all parties and shallbe entered by a Court of competent jurisdiction for enforcement purposes.XVIIL MiscellaneousA. This Agreement shall not become effective until it has been cemented byall of the parties hereto, but shall be dated for purposes hereof as of the date and year firstabove written.B. To the extent permitted herein, this Agreement shall be binding upon andum! v.% the hefict 0C respectively: the parties their successors. legal representatives.grantees and assigns, as applicable and approximate, of all parties of this Agreement111144.1 112

08/08/04. 13:28 FAXCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 13 of 44fa 014C. This Agreement shall not be construed more =only against any party,regardless of who was more responsible for its preparation.D. Ali rights, powers and remedies provided herein may be exercised only tothe extent that the exercise thereof does not violate any applicable laws and are intendedto be limited to the extent necessary so that they will not render this Agreement invalid orunenforceable. If any term of this Agreement shall be held to be invalid, illegal orunenforceable, the validity of the other terms of this Agreement shall in no way beaffected thereby.E. In the event it becomes necessary for either party herein to seek legalmeans to enforce the terms of this Agreement, the non-prevailing party will be liable forall reasonable attorneys' fees and attorneys' fees, travel expenses, deposition costs, exportwitness expenses and fees, and any other cost of whatever nature reasonably and ._necessarily incurred by the prevailing party as a necessary incident to the prosecution or •defense of such action, plus court costs in all proceedings, trials and appeals, including,without limitation, arbitration, alternative dispute resolution and bankruptcy proceedings.F. No waiver of any breach of this Agreement shall be held to be a waiver ofany other or subsequent breach. All remedies afforded la this Agreement shall be takenand construed as cumulative; this is, in addition to every other remedy provided thereinor by law or in equity; provided, however, that no damage remedy will mature or existexcept for such damages resulting from licensor's failure to comply with the decision ofthe arbitrators in an arbitration conducted pursuant to the provisions of Section V of thisAgreement. The Mum of either party to enforce at any time any a the provisions of thisAgreemeat, or to exercise any option which is herein provided, or to require at any timeperformance by the other party of any of the provisions hereof shall in no way beconstrued to be a waiver or create an estoppel from enforcement of such provisions, norin any way to affect the validity of this Agreement or any part therm& or the right ofeither party to thereafter enforce each and every such provision, or to seek relief 3.11result of the prior breach.G. The parties shall have the right to assign their respective rights under thislicense only so long as such assignment does not violate any applicable law concerningthe regulation of gaming and casino operations.H. This Agreement contains the entire understanding of the parties andsupersedes all previous verbal and written agreements; there are no other agreements,representations or warranties not set forth herein.L Time is of the essence of this Agreement.I. The sole jurisdiction and venue for resolving any and all disputes arisingout of or related to this Agreement shall be the Courts located within the geographicalboundaries of the State of Nevada.8IM/1844.11 13

115/08/04 4. 13:Z5 te ALCase 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 14 of 44IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dateset forth above.'LICENSOR"HI LIMITED PARTNERSHIPINC., Ijs General Partner"LICENSEE"HOOTERS GAMING CORPORATIONBy:Its: el.kl)trqIts:,ATTEST:ATTEST:Secretary(Corporate Seal)Dated; 3 x-i-ISecretary(Corporate Seal)Dated: a - ioSTPX511844.11 14

U9/110/ US r Vita.Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 15 of 44lawnputrizoolischaw Awn BLOCK826no-sznaMCAPe- 21 20D4 12:58 P.02ANNsPrinidiMali—AIBMW4/m2THIS LICENSE AGRICEMIENT is entered into this 2/ day ofXrcieg 2004, byand between W LRCM PARTNER/MP, with its principel office Loaded at 1815 TheExcising% Atlanta, Georgie. 30339, hetehutfter tethered to as 'LICENSOR" and ROOTERSGAMING CORPORATION, a Nevada cm:potation, with its principal offices located at 26133U.S. Hwy. 19 North, Suite 100, acerwater, Florida 33763, herehmfter vaned to as"LICEISKE."WEIBREAS, Licensor and Licensee have heretofore, entered into a License Agreenientdazed March , 2001, v.► lich License Agreement is inecaporated herein by reference as if fullyset faith beech] (the "License Agreement"); and'HEREAS, Licensor and Licensee now dad= to amend and/or modify said LicenseAgreement, on end subject to the teems and provisions hereinafter stated,NOW, THEREFORE, FOR AND TN CONSIDERATION ()file sum of Ten ($1 0.00)Doll= and other good and valuable considerations, paid by each party to the other, the receiptand sufficiently of which we herewith acknowledged, and the mutual covenants and benefits -ftowing between the parties, it is *goad as Ibllowin1. Article X:111 (8) of said License Agreement is hereby amended end/or modified bystains the date contained therein, to-wit "September, 2005", Subetituting Ear thereof-thedate, to-wit March, 2006".2- PaXfl is hereby amended and/or modi fied by striking the address of theLicensor set forth therein, substitute& in lieu thereof die fellowhaw1815 ii The-Atlanta, Georgia 30339Arannlon: Hooters Enterprises, LLC.3. Except as herein expressly set forth herein, ell other terms and provisions cesaidLicense Agreenutat shall rensahL in full force and erect end aro hereby ratified end reaffirmed bythe parties hereto.wrrest1344.6,rrurt No properly some soppOod.

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 16 of 44.• • •,111••• 11•• •• •Issadeleir moan Atialdath o wpaial+12 gaits(pop nexodzoo):ISaLLVIsiOILYS0d2100 0 SZELLOOFIsaHISNEIDIS,ivalavd roattaD RIZ 40T1 'erg sanoolldIFISTONL/Volnep sigt so wristmallv spp pram= usq WAN sapird tit1021113Ba Seiti.1,741to 665: Lt VOCe AddCOCHINV9P6-226-011:=1.4 tord341VOW Off MI 0989 Tin IOW 8 LOno 00i/TlitoYV,T /1:CT -10.7•••••••■

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 17 of 44Exhibit 71Copy of Consent Agreement(to be attached)Assignment HGC to FL LLC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 18 of 44CONSENT AGREEMENTTHIS CONSENT AGREEMENT (the "Consenr) is entered into on July 30, 2004 (the "Effective Date") byHooters Gaming Corporation, a Nevada corporation (hereinafter "HGC"), and Las Vegas Wings, Inc., a Nevadacorporation (hereinafter "LVW").WHEREAS LVW has the exclusive right to use the Hooters brand, marks and trade dress on restaurantservices in the State of Nevada; andWHEREAS, pursuant to that certain "License Agreement" dated March 21, 2001, as amended by thatAmendment to License Agreement dated April 21, 2004, and entered into between HI Limited Partnership, a Floridalimited partnership ("I-11 LP") and HGC, HI LP granted to HGC the exclusive license to use the 'Hooters Brand" inconnection with the conduct of gaming and the operation of a hotel in Nevada, including, a °Hooters" restaurantsubject to the receipt of written permission and consent from LVW as the franchisee of the rights to operate Hooters'restaurants in Nevada.WHEREAS HGC desires the right to use or let others use the Hooters concept for restaurant servicesexclusively at a hotel casino resort in Las Vegas located at 155 East Tropicana Avenue, Las Vegas, Nevada 89109(the "Hotel Casino") and at no other location or area whatsoever; andWHEREAS LVW desires to consent to HGC's use of the Hooters restaurant concept under the LicenseAgreement at the Hotel Casino.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:The Consent. LVW hereby grants its consent for HGC and HGC's assignees to use the Hooters restaurant concept at the HotelCasino, which includes the sale of Hooters merchandise; such consent extends to use for worldwide promotion marketing and -advertising of the Hotel Casino and its services. To the extent that LVW is required to license the use of the Hooters restaurantconcept for restaurant services at the Hotel Casino, LVW hereby grants a non-exclusive license for HGC to use, and assign theuse, of the Hooters restaurant concept at the Hotel Casino; this license extends to use for the worldwide promotion, marketingand advertising of the Hotel Casino and its services. HGC and its assigns expressly acknowledges and agrees that the Consentapplies to the Hotel Casino and to no other area or territory whatsoever.Restriction. LVW agrees that during the term of this Consent, it shad not, and it shall not grant a license to another operator to,operate a Hooters restaurant concept within the area known as the Las Vegas Strip (as defined below). Provided, however, thatif LVW desires to have a Hooters restaurant concept located in the downtown Las Vegas / Fremont Street area, then LVW shallobtain the consent of HGC (which such consent shall be made by a majority of the management board thereof) and shall firstoffer to HGC to joint-venture in such downtown / Fremont Street area Hooters restaurant concept, provided that LVW maydevelop such concept on its own if said owner rejects the offer. For purposes of this Consent, "Las Vegas Strip" shall mean thatarea of Clark County, Nevada to the east of Decatur Boulevard, south of the Las Vegas 93/95 Expressway, north of BlueDiamond Road and west of Maryland Parkway.The Term. This Consent (which expressly includes the Restriction) shall be in full force and effect from the Effective Date untilthe earlier of (1) 12-months after HGC, or HGC's assignee, ceases use of the Hooters restaurant concept at the Hotel Casino or(ii) the termination of the License Agreement. In any event, the Consent Fees set forth in this Consent shall forever andirrevocably be paid to LVW (regardless of LVW's ongoing status as a franchisee of the rights to operate Hooters' restaurants inNevada) at anytime that HGC, or its assigns, operates a Hooters branded restaurant or sells any Hooters branded food ormerchandise at the Hotel Casino.Consent Fees. HGC or HGC's assignees that use the Hooters restaurant concept for restaurant services, including the sale ofany merchandise or items bearing the Hooters logo, at the Hotel Casino, shall forever and irrevocably pay to. LVW a fee equal tofour percent (4%) of Gross Sales (as such term is defined on Exhibit °A" attached hereto and incorporated herein by reference)from any "Hooters" branded restaurants (regardless of place of sale or consumption), including Gross Sales of any merchandiseI:11485610002UP Consents-Asgns\LVW to HGC Consent MARKED vFtTNAL 7-30-04.doc– 1 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 19 of 44with a Hooters logo, at any location on or about the Hotel Casino ("Consent Feel. The Consent Fee shall accrue monthly andshall be paid pursuant to the terms of the Operating Agreement of 155 East Tropicana, LLC, a Nevada limited liability company("Operating Agreement"); provided, however, that LVW agrees to defer and subordinate, but not waive, receipt of the ConsentFee as set forth and upon the terms set forth in the Operating Agreement.Indemnification and Hold Harmless. HGC, and its assigns, hereby indemnifies, defends and holds harmless, LVW from andagainst any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, orincidental to LVVV's grant of this consent, including any operation of a Hooters branded restaurant and any other Hootersbranded food sales; provided, however, that LVW shall not be entitled to any such indemnification when the claim at issue isbased upon a matter unrelated to LVW's granting of this consent or the operation of the Hooters restaurant concept at the HotelCasino, the proven gross negligence or willful misconduct of LVW, or the proven breach by LVW of any provision of thisAgreement.Independent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisConsent, nor any principal-agent or employer-employee relationship. Neither party shall attempt to assert the authority to makecommitments for or to bind the other party in any manner whatsoever. This Consent does not constitute and shall not beconstrued as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Consent to begiven by either party shall be in writing and may be given by hand delivery, by overnight commercial courier delivery servic.verExpress Mail, by telecopy, or by certified mail return receipt requested, addressed to the party for whom it is intended, at 4411Cleveland Avenue, Ft Myers, FL 33901 for LVW and at 107 Hampton Road, Suite 200, Clearwater, Florida 33759 for HGC. Anyparty may change its address for notice by giving notice to the other party of the change. Any notice under this Consent shall bedeemed delivered on the date of hand delivery; the next business day after delivery to an overnight commercial courier serviceor to the United States Postal Service for Express Mail for delivery on the next business day; or the date telecopied, if electronicconfirmation of delivery is obtained and retained.Choice of Law, Venue. This Consent shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Consent, and agrees to service of process by overnight mail.Assignment. This Consent shall be assignable by HGC for use in connection with restaurants at the Hotel Casino and themarketing, advertising and promotion of the Hotel Casino, provided that any such assignee assumes all of the obligations andliabilities set forth in this ConsentIncorporation. This Consent constitutes the entire understanding and agreement between the parties with regard to the subjectmatter herein, and the parties further agree that this Consent expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Consent maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. In the event that any portion of this Consent shall be unenforceable in whole or in part, said provision shall belimited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Consent shall beconstrued as if said provision had been incorporated herein as so limited, or as if said provision has not been included-herein, asthe case may be.Representation by Counsel - Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Consent. This Consent shall therefore be deemed to have been negotiated and prepared at the jointrequest, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Consent, and the normal rule of construction to the effect that any ambiguities in this Consent are to be resolvedagainst the drafting party are inapplicable to this Consent.Compliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine theI:114856\000211P Consents-AsgnsTVW to HGC Consent MARKED vFINAL 7-30-04.cloc- 2 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 20 of 44suitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party with.any information that the requesting party deems necessary or appropriate in assuring itself that the other party possesses thegood character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and each party specificallywarrants and represents to the other that there is nothing in its background, history, or reputation that would be deemed -unsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to this Consentshall be kept confidential by the other party to the extent reasonably possible and not used for any purpose other thancompliance matters. If, during the term of this Consent, either party is notified by any of the Nevada gaming authorities that theconduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any of itssubsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fails to meetthe criteria set forth above, this Consent shall terminate upon written notice (such notice shall provide a detailed explanation asto why the other party fails to meet the criteria set forth above) by the complaining party unless the other party is able, withinsixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada gaming authority.Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Consent if thefailure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war, civilcommotion or industrial dispute ("Force Majeure"). If such delay or failure continues for at least thirty (30) days, the party notsubject to the force majeure shall be entitled to terminate this Consent by notice in writing to the other.Counterparts. This agreement may be executed in any number of counterparts, each of which shall be considered an original,but all of which counterparts shall be deemed to be one and the same document. The parties may execute this agreementsignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS CONSENT IN ITS •ENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS CONSENT ON BEHALFOF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCH PARTYTHAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.I-114856\00021IR Consents-Asgns\LVW to HGC Consent MARKED vFINAL 7 -30-04.doc— 3 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 21 of 44IN WITNESS WHEREOF, each party has caused this Consent to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.Hooters Gaming CorporationLas Vegas Wings, inc.By:Name! Neil Kiefer, PresidentTitle:Date:By:Name/Title:Date:Consent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 22 of 44Exhibit "A" - -Definition of "Gross Sales"For purposes of the Consent Agreement, the term 'Gross Sales" shall have the meaning set forth on this Exhibit. - Further, in.nis definition, "Licensee" shall refer to HGC and "Licensor" shall refer to LVW.(A) The term "Gross Sales" shall mean: the total price charged for all Hooters Brand licensed goods, merchandise,tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino comp or discount, credit, time basis or otherwise,without reserve or deduction for inability or failure to collect, including, but not limited to, the following: (i) orders received or filled at theHooters Branded restaurant within the Hotel Casino made by mail, telephone, the Internet or other means; (ii) sales by means ofmechanical and other vending machines in any Hooters Branded restaurants within the Hotel Casino; (iii) all door, entrance or coverfees for events within any Hooters Branded restaurants; (iv) all gross income received from any Hooters Branded restaurant operationsin, at, on or from the Hooters Branded restaurants (including, without limitation, the type of transactions described above); and (v) anyother Hooters branded food or merchandise sales occurring on or about the Hotel Casino, which in the ordinary course of businesswould be credited or attributed to the operation of a Hooters Branded restaurant or Hooters branded food or merchandise sales !uponthe Hotel Casino and which are neither included in nor excluded from Gross Sales by the other provisions of this instrument, but withoutany duplication; and in all cases without deduction or allowance for cost of inventory, or other costs or expenses of purchasing, sellingand transporting, or other costs or expenses related to overhead or franchise fees or taxes, except as specifically provided below.(B) There shall not be included, or if included in the calculation of Gross Sales, there shall be deducted, as the case maybe, provided that specific record is made at the time of each transaction: (i) the actual net amount of refunds where the item is returnedby the purchaser to and accepted by Licensee; (ii) discount coupons and other discounts, promotions and giveaways, credits orallowances actually made or allowed by Licensee in accordance with reasonable business practices upon transactions included.sivitbinGross Sales (and not purchased through the intemet except to the extent such sale is included in Gross Sales) ; provided, however,that any giveaway, discount, comp or any other such guest benefit generated by or from the Hotel Casino (and not in the ordinarycourse of restaurant operations) shall not be deducted from Gross Sales regardless of the reimbursement mechanism from HotelCasino; (ii) sales or other taxes (including liquor taxes), paid directly or indirectly by the customer, collected by Licensee and actuallypaid to the governmental taxing authorities; (iii) the exchange of merchandise where such exchanges are made solely for theconvenient operation of Licensee's business and not for the purpose of consummating a sale; (iv) returns to shippers or manufacturersfor credit; (v) sales of fixtures and/or equipment which are not part of Licensee's stock in trade; (vi) bulk sales or wholesale transfers ofmerchandise not in the ordinary course of business; (vii) the amount of any walk outs; (viii) sales to employees of Licensee at adiscount; (ix) Licensees accounts receivable consisting of bad checks and bad debts; provided, however, if such accounts are actually-ollected later, the amounts shall be included in Gross Sales et such time,; (x) service charges levied against sales through the use ofationaf bank cards or other similar third party credit services such as "Visa" or "Mastercard" and check verification charges; (xi) theamount received from the sale of gift certificates until such certificates are treated as a sale (or otherwise recognized as income) at thehotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (xiii) proceeds of property and liability insurance policies,whether or not such proceeds reflect a gain or loss from an accounting or GAAP standpoint.STATEMENTS OF GROSS SALES. •Within twenty (30) days after the end of each calendar month included in the Term, Licensee shall deliver to Licensor awritten statement certified by licensee setting forth (I) the amount of Gross Sales made during such month; (ii) the aggregate amount ofGross Sales made during such month; (iii) the amount of deductions or exclusions from Gross Sales taken in accordance with above, ifany; (iv) the aggregate consent fee due for such month; and (vi) the consent fee then due for such month.If Licensee shall fail to deliver any statement of Gross Sales when due and does not cure such failure within ten (10) daysafter written notice from Licensor, in addition to all of Licensor's other rights and remedies hereunder, (i) Licensee shall pay toLicensor, as additional fees, an amount equal to $500 per day for each day such statement is overdue; and (ii) upon not fess than ten(10) days prior notice to Licensee, Licensor shall have the right to cause an audit of all books, records and bank accounts of Licenseepertaining to the licensed activities and to prepare the statements which Licensor has failed to deliver.RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similarevidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom. Licensee shall keep at thepremises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records and other supportingdocumentation for at least three 30 years after the end of the period to which they pertain. All such documentation shall disclose indetail all information required to permit Licensor to verify Licensee's Gross Sales and conform to, and be in accordance with, generallyaccepted accounting principles consistently applied. If the documentation Licensee is required to maintain is insufficient to permitLicensor to verify Gross Sales and exclusions therefrom, Licensor shall have the right to examine or audit Licensee's books- andrecords pursuant to Section below and if such examination or audit reflects an understatement in the amount of consent fee paid byLicensee, Licensee shall pay to Licensor, upon demand, the resultant deficiency in Consent Fees, together with interest thereon, aswell as the cost of such examination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor inconducting such examination and/or audit.Exhibit "A", continuedConsent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 23 of 44Licensor, its agents and employees shall have the right at any time during normal business hours after not less than ten (10)days' prior written notice to Licensee, to cause an examination or complete audit to be made of the documentation described in (Insert)id such other documentation, including, without limitation, bank accounts as Licensor shall reasonably require, provided that such.xamination or audit is made within three (3) years after Licensor's receipt of Licensees Gross Sales statement. If any audit orexamination shall disclose that any statement of Gross Sales understates Gross Sales for the reporting period (i) to any extent,Licensee shall pay to Licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover);and (ii) to the extent of three percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost ofthe audit or examination including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such audit. Ifany audit Is required under this section, or a controversy arises regarding any fees paid pursuant to this instrument, Licensee shallretain its books and records until such audit is terminated or controversy Is resolved.Consent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 24 of 44Exhibit '2"Copy of Consent Agreement(to be attached)FLH to 155 Assignment

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 25 of 44CONSENT AGREEMENTTHIS CONSENT AGREEMENT (the "Consent") is entered into on July 30, 2004 (the "Effective Date") byHooters Gaming Corporation, a Nevada corporation (hereinafter "UGC), and Las Vegas Wings, Inc., a Nevada -corporation (hereinafter "LVW").WHEREAS LVW has the exclusive right to use the Hooters brand, marks and trade dress on restaurantservices in the State of Nevada; andWHEREAS, pursuant to that certain "License Agreement" dated March 21, 2001, as amended by thatAmendment to License Agreement dated April 21, 2004, and entered into between HI Limited Partnership, a Floridalimited partnership CHI LP) and HGC, HI LP granted to HGC the exclusive license to use the 'Hooters Brand" inconnection with the conduct of gaming and the operation of a hotel in Nevada, including, a "Hooters" restaurantsubject to the receipt of written permission and consent from LVW as the franchisee of the rights to operate Hooters'restaurants in Nevada.WHEREAS HGC desires the right to use or let others use the Hooters concept for restaurant servicesexclusively at a hotel casino resort in Las Vegas located at 155 East Tropicana Avenue, Las Vegas, Nevada 89109(the 'Hotel Casino") and at no other location or area whatsoever; andWHEREAS LVW desires to consent to HGC's use of the Hooters restaurant concept under the LicenseAgreement at the Hotel Casino.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:The Consent. LVW hereby grants its consent for HGC and HGC's assignees to use the Hooters restaurant concept at the HotelCasino, which includes the sale of Hooters merchandise; such consent extends to use for worldwide promotion marketing andadvertising of the Hotel Casino and its services. To the extent that LVW is required to license the use of the Hooters restaurantconcept for restaurant services at the Hotel Casino, LVW hereby grants a non-exclusive license for HGC to use, and assign theuse, of the Hooters restaurant concept at the Hotel Casino; this license extends to use for the worldwide promotion, marketingand advertising of the Hotel Casino and its services. HGC and its assigns expressly acknowledges and agrees that the Consentapplies to the Hotel Casino and to no other area or territory whatsoever.Restriction. LVW agrees that during the term of this Consent, it shall not, and it shall not grant a license to another operator to,operate a Hooters restaurant concept within the area known as the Las Vegas Strip (as defined below). Provided, however, thatif LVW desires to have a Hooters restaurant concept located in the downtown Las Vegas I Fremont Street area, then LVW shallobtain the consent of HGC (which such consent shall be made by a majority of the management board thereof) and shall firstoffer to HGC to joint-venture in such downtown / Fremont Street area Hooters restaurant concept, provided that LVW maydevelop such concept on its own if said owner rejects the offer. For purposes of this Consent, "Las Vegas Strip` shall mean thatarea of Clark County, Nevada to the east of Decatur Boulevard, south of the Las Vegas 93/95 Expressway, north of BlueDiamond Road and west of Maryland Parkway.The Term. This Consent (which expressly includes the Restriction) shall be in full force and effect from the Effective Date untilthe earlier of (i) 12-months after HOC, or HGC's assignee, ceases use of the Hooters restaurant concept at the Hotel Casino or(ii) the termination of the License Agreement: In any event, the Consent Fees set forth in this Consent shall forever andirrevocably be paid to LVW (regardless of LVW's ongoing status as a franchisee of the rights to operate Hooters' restaurants inNevada) at anytime that HGC, or its assigns, operates a Hooters branded restaurant or sells any Hooters branded food ormerchandise at the Hotel Casino.Consent Fees. HGC or HGC's assignees that use the Hooters restaurant concept for restaurant services, including the sale ofany merchandise or items bearing the Hooters logo, at the Hotel Casino, shall forever and irrevocably pay to LVW a fee equal tofour percent (4%) of Gross Sales (as such term is defined on Exhibit "A" attached hereto and incorporated herein by reference)from any 'Hooters" branded restaurants (regardless of place of sale or consumption), including Gross Sales of any merchandise1:114856 \0002k1P Consents-Asgns LVW to HGC Consent MARKED vF1NAL 7-30-04.doc- t -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 26 of 44with a Hooters logo, at any location on or about the Hotel Casino ("Consent Feel. The Consent Fee shall accrue monthly andshall be paid pursuant to the tens of the Operating Agreement of 155 East Tropicana, LLC, a Nevada limited liability company("Operating Agreement"); provided, however, that LVW agrees to defer and subordinate, but not waive, receipt of the ConsentFee as set forth and upon the terms set forth in the Operating Agreement.Indemnification and Hold Harmless. HGC, and its assigns, hereby indemnifies, defends and holds harmless, LVW from andagainst any and all claims; demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, orincidental to LVW's grant of this consent, including any operation of a Hooters branded restaurant and any other Hootersbranded food sales; provided, however, that LVW shad not be entitled to any such indemnification when the claim at issue isbased upon a matter unrelated to LVW's granting of this consent or the operation of the Hooters restaurant concept at the HotelCasino, the proven gross negligence or willful misconduct of LVW, or the proven breach by LVW of any provision .of thisAgreement.Independent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisConsent, nor any principal-agent or employer-employee relationship. Neither party shall attempt to assert the authority to makecommitments for or to bind the other party in any manner whatsoever. This Consent does not constitute and shall not beconstrued as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Consent to begiven by either party shall be in writing and may be given by hand delivery, by overnight commercial courier delivery service-terExpress Mail, by telecopy, or by certified mail return receipt requested, addressed to the party for whom it is intended, at 4411Cleveland Avenue, Ft Myers, FL 33901 for LVW and at 107 Hampton Road, Suite 200, Clearwater, Florida 33759 for HGC. Anyparty may change its address for notice by giving notice to the other party of the change. Any notice under this Consent shall bedeemed delivered on the date of hand delivery; the next business day after delivery to an overnight commercial courier serviceor to the United States Postal Service for Express Mail for delivery on the next business day; or the date telecopied, if electronicconfirmation of delivery is obtained and retained.Choice of Law, Venue. This Consent shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Consent, and agrees to service of process by overnight mail.Assignment. This Consent shall be assignable by HGC for use in connection with restaurants at the Hotel Casino and themarketing, advertising and promotion of the Hotel Casino, provided that any such assignee assumes all of the obligations andliabilities set forth in this ConsentIncorporation. This Consent constitutes the entire understanding and agreement between the parties with regard'to the subjectmatter herein, and the parties further agree that this Consent expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Consent maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. in the event that any portion of this Consent shall be unenforceable in whole or in part, said provision shall belimited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Consent shall beconstrued as if said provision had been incorporated herein as so limited, or as if said provision has not been included-herein, asthe case may be.Representation by Counsel • Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Consent. This Consent shall therefore be deemed to have been negotiated and prepared at the jointrequest, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Consent, and the normal rule of construction to the effect that any ambiguities in this Consent are to be resolvedagainst the drafting party are inapplicable to this ConsentCompliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine theBI 4856\0002\1P Consents-Asgns \LVW to HGC Consent MARKED vFfNAL 7-30-04.doc- 2 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 27 of 44suitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party withany information that the requesting party deems becessary or appropriate in assuring itself that the other party possesses thegood character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and each party specificallywarrants and represents to the other that there is nothing in its background, history, or reputation that would be deemedunsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to this Consentshall be kept confidential by the other party to the extent reasonably possible and not used for any purpose other thancompliance matters. If, during the term of this Consent, either party is notified by any of the Nevada gaming authorities that theconduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any of itssubsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fails to meetthe criteria set forth above, this Consent shall terminate upon written notice (such notice shall provide a detailed explanation asto why the other party fails to meet the criteria set forth above) by the complaining party unless the other party is able, withinsixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada gaming authority.Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Consent if thefailure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war, civilcommotion or industrial dispute (°Force Majeure"). If such delay or failure continues for at least thirty (30) days, the party notsubject to the force majeure shall be entitled to terminate this Consent by notice in writing to the other.Counterparts. This agreement may be executed in any number of counterparts, each of which shall be considered an original,but all of which counterparts shall be deemed to be one and the same document. The parties may execute this agreement BYsignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS CONSENT IN ITS -ENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS CONSENT ON BEHALFOF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCH PARTYTHAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.1:114856\000211P Consents-Asgns1LVW to HOC Consent MARKED vFINAL 7-30-04.doc- 3 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 28 of 44IN WITNESS WHEREOF, each party has caused this Consent to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.Hooters Gaming CorporationLas Vegas Wings, Inc.By:.Name/ Neil Kiefer, PresidentTitle:Date:By:Name/Title:Date:Consent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 29 of 44Exhibit "A" - -Definition of "Gross Sales"• For purposes of the Consent Agreement, the term ''Gross Sales' shall have the meaning set forth on this Exhibit. - Further, inas definition, "Licensee' shall refer to HGC and "Licensor" shall refer to LVW.(A) The term "Gross Sales" shall mean: the total price charged for all Hooters Brand licensed goods, merchandise,tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino comp or discount, credit, time basis or otherwise,without reserve or deduction for inability or failure to collect, including, but not limited to, the following: (i) orders received or filled at theHooters Branded restaurant within the Hotel Casino made by mail, telephone, the Internet or other means; (ii) sales by means ofmechanical and other vending machines in any Hooters Branded restaurants within the Hotel Casino; (iii) all door, entrance or coverfees for events within any Hooters Branded restaurants; (iv) all gross income received from any Hooters Branded restaurant operationsin, at, on or from the Hooters Branded restaurants (including, without limitation, the type of transactions described above); and (v) anyother Hooters branded food or merchandise sales occurring on or about the Hotel Casino, which in the ordinary course of businesswould be credited or attributed to the operation of a Hooters Branded restaurant or Hooters branded food or merchandise sales !uponthe Hotel Casino and which are neither included in nor excluded from Gross Sales by the other provisions of this instrument, but withoutany duplication; and in all cases without deduction or allowance for cost of inventory, or other costs or expenses of purchasing, sellingand transporting, or other costs or expenses related to overhead or franchise fees or taxes, except as specifically provided below.(B) There shall not be included, or if included in the calculation of Gross Sales, there shall be deducted, as the case maybe, provided that specific record is made at the time of each transaction: (i) the actual net amount of refunds where the item is returnedby the purchaser to and accepted by Licensee; (ii) discount coupons and other discounts, promotions and giveaways, credits orallowances actually made or allowed by Licensee in accordance with reasonable business practices upon transactions included .withinGross Sales (and not purchased through the intemet except to the extent such sale is included in Gross Sales) ; provided, however,that any giveaway, discount, comp or any other such guest benefit generated by or from the Hotel Casino (and not in the ordinarycourse of restaurant operations) shall not be deducted from Gross Sales regardless of the reimbursement mechanism from HotelCasino; (ii) sales or other taxes (including liquor taxes), paid directly or indirectly by the customer, collected by Ucensee and actuallypaid to the governmental taxing authorities; (iii) the exchange of merchandise where such exchanges are made solely for theconvenient operation of Licensee's business and not for the purpose of consummating a sale; (iv) returns to shippers or manufacturersfor credit; (v) sales of fixtures and/or equipment which are not part of Licensees stock in trade; (vi) bulk sales or wholesale transfers ofmerchandise not in the ordinary course of business; (vii) the amount of any walk outs; (viii) sales to employees of Licensee at adiscount; (ix) Licensees accounts receivable consisting of bad checks and bad debts; provided, however, if such accounts are actually(*fleeted later, the amounts shall be included in Gross Sates at such time,: (x) service charges levied against sales through the use ofrtional bank cards or other similar third party credit services such as "Vise or "Mastercard" and check verification charges; (xi) theamount received from the sale of gift certificates until such certificates are treated as a sale (or otherwise recognized as income) at thehotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (xiii) proceeds of property and liability insurance policies,whether or not such proceeds reflect a gain or loss from an accounting or GAAP standpoint.STATEMENTS OF GROSS SALES.Within twenty (30) days after the end of each calendar month included in the Term, Licensee shall deliver to Licensor awritten statement certified by Licensee setting forth (i) the amount of Gross Sales made during such month; (ii) the aggregate amount ofGross Safes made during such month; (iii) the amount of deductions or exclusions from Gross Sales taken in accordance with above, ifany; (iv) the aggregate consent fee due for such month; and (vi) the consent fee then due for such month.If Licensee shall fail to deliver any statement of Gross Sales when due and does not cure such failure within ten (10) daysafter written notice from Licensor, in addition to all of Licensors other rights and remedies hereunder, (i) Licensee shall pay toLicensor, as additional fees, an amount equal to $500 per day for each day such statement is overdue; and (ii) upon not less than ten(10) days prior notice to Licensee, Licensor shall have the light to cause an audit of all books, records and bank accounts of Licenseepertaining to the licensed activities and to prepare the statements which Licensor has failed to deliver.RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similarevidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom. Licensee shall keep at thepremises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records and other supportingdocumentation for at least three 30 years after the end of the period to which they pertain. All such documentation shall disclose indetail all information required to permit Licensor to verify Licensee's Gross Sales and conform to, and be in accordance with, generallyaccepted accounting principles consistently applied. If the documentation Licensee is required to maintain is insufficient to permitLicensor to verify Gross Sates and exclusions therefrom, Licensor shall have the right to examine or audit Licensee's books andrecords pursuant to Section below and if such examination or audit reflects an understatement in the amount of consent fee paid byLicensee, Licensee shall pay to Licensor, upon demand, the resultant deficiency in Consent Fees, together with interest thereon, aswell as the cost of such examination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor inconducting such examination and/or audit.Exhibit "A", continuedConsent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 30 of 44Licensor, its agents and employees shall have the right at any time during normal business hours after not less than ten (10)clays' prior written notice to Licensee, to cause an examination or complete audit to be made of the documentation described in (insert)nd such other documentation, including, without limitation, bank accounts as Licensor shall reasonably require, provided that suchexamination or audit is made within three (3) years after Licensor's receipt of Licensees Gross Sales statement. If any audit orexamination shall disclose that any statement of Gross Sales understates Gross Sales for the reporting period (i) to any extent,Licensee shall pay to Licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover);and (ii) to the extent of three percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost ofthe audit or examination including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such audit. Ifany audit is required under this section, or a controversy arises regarding any fees paid pursuant to this instrument, Licensee shallretain its books and records until such audit is terminated or controversy is resolved.Consent LVW to HGC

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 31 of 44APPENDIX 5Lags' Concept Restaurants Agreement and related assignment(s)(to be attached)

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 32 of 44MARK LICENSE AGREEMENTThis agreement (the "Agreement") is entered into on July 30, 2004 (the "Effective Date") by Lags Ventures, Inc., a Florida --corporation ('LICENSOR"), and Florida Hooters LLC a Nevada limited liability company ("LICENSEE"). .WHEREAS LICENSOR owns or has established rights to use the marks "DAN MARINO'S FINE FOOD & SPIRITS" and"MARTINI BAR" (operated in conjunction with Dan Marino's Fine Food & Spirits) along with certain logos for restaurantservices, restaurant merchandise and gift merchandise related thereto (the "Marks"); andWHEREAS LICENSEE desires the right to use or let others use the Marks for restaurant and bar services and sale ofrelated merchandise at a hotel casino resort in Las Vegas located at 155 East Tropicana Avenue, Las Vegas, Nevada 89109(the "Hotel Casino"); andWHEREAS LICENSEE desires to open new restaurants at the Hotel Casino and LICENSOR desires to expand its brandidentity into the Hotel Casino; andWHEREAS LICENSEE desires to license certain intellectual property from LICENSOR for LICENSEE to assign such rights toa casino operator to operate and promote restaurants, taverns, lounges and bars using the marks "DAN MARINO'S FINEFOOD & SPIRITS" and/or "MARTINI BAR".NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. DEFINITIONS AND INTERPRETATIONSA. Definitions. The following words shall have the following meanings for the purpose of this Agreement(1) 'Affiliate shall mean (i) any Person that controls or ultimately controls, is controlled by or ultimately controlled by,or is under common control with such Party, (ii) any Person resulting from the merger or consolidation with such Party, or (iii)any Person that acquires all or substantially all of a Party's assets as a going concern.(2) "Authorities" shall mean the governmental gaming authorities that have the authority to issue governmentalgaming-related licenses.(3) "Gaming Machine" means: (a) any gaming machine, gaming device, slot machine and other device (such as avideo lottery terminal that functions like a slot machine) and the like, including, without limitation, single station and multistationdevices, and as set forth in NRS 463.0155, .0191 and all other relevant provisions of the Nevada Gaming Control Act(NRS Chapter 463), as amended; (b) comparable provisions of other jurisdictions where such devices are legal.(4) "Gross Sales" shall mean the Gross Sales from the restaurants bearing the marks "DAN MARINO'S" or"MARTINI BAR" which such term is more fully defined on Exhibit "0" attached hereto and incorporated by reference herein.(5) "Hotel Casino" shall mean that certain hotel casino and all improvements on the real property associatedtherewith located at 115 East Tropicana Avenue, Las Vegas, Nevada, 89109.(6) "Intellectual Property" shall mean all domestic, foreign, federal, state and common law trademarks, servicemarks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, showhow,patents, inventions (whether or not patentable), mask works, software, proprietary data, customer lists, strategic plans,financial data, and trade secrets, and all applications for registration and/or issuance with respect to all the foregoing andwhether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of theforegoing: (i) ail goodwill; (ii) all related licenses; (in) all parents, continuations, continuations in part, divisionals, reissues andextensions; and (iv) all moral rights.(7) "LICENSOR Intellectual Property" shall mean the Mark(s), Works, derivatives of the Marks and Works, or anytheme, design, menu, food or drink style or trade dress and other Intellectual Property that would reasonably indicate anassociation or affiliation with the "DAN MARINO'S FINE FOOD & SPIRITS" and/or "MARTINI BAR" brands and relatedproducts and services, reg odesc ^f e nv regictrolinn nr ahility to regi el ich Mnrks.1:114856\00021IP Consents-Asgns \ MARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc -1 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 33 of 44(8) "Marks" shall mean those trademarks and service marks associated with the "DAN MARINO'S FINE FOOD &SPIRITS" and "MARTINI BAR" brands, whether registered or not, as set forth in Exhibit 'A", including, without limitation, andany and all derivatives thereof.(9) "Party" shall mean either LICENSOR or LICENSEE and °Parties' shall mean both LICENSOR and LICENSEE.(10) "Person" means any individual, company (whether general or limited), limited liability company, corporation,trust, estate, association, nominee or other entity.(11) "Works" shall mean those creative works associated with the "DAN MARINO'S FINE FOOD & SPIRITS" and"MARTINI BAR° brands and which are owned by LICENSOR, including, but not limited to, the works as set forth in Exhibit "B".B. Section I Subsection References. References to a °Section° or "Subsection" shall be deemed references to anenumerated Section or Subsection of this Agreement. Section headings and Subsection labels are used for convenience andreferential notation only and shall have no interpretative effect or impact whatsoever.C. Exhibit References. References to an "Exhibit" shall be deemed references to alphabetized Exhibits attached tothis Agreement and which are hereby incorporated by this reference in the Agreement.2. LICENSE & MATERIALSA. Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE, and LICENSEE accepts, for .the Term of this Agreement, an exclusive license to use, sublicense and assign the rights to use the LICENSOR IntellectualProperty on or in association with the design, development, use and operations of restaurants, bars, taverns, lounges andother similar hospitality service businesses at the Hotel Casino. LICENSEE shall not assign or sublease its rights under thisAgreement without the prior written consent of LICENSOR.B. LICENSOR shall provide all necessary materials and specifications for restaurants, bars, taverns, lounges and othersimilar hospitality service businesses using the LICENSOR Intellectual Property as set forth in Exhibit C, as may exist now orin the future.3. TERMA. Initial Term. The initial term of this Agreement shall be effective upon the Effective Date and shall remain effectiveuntil twenty (20) years after the Effective Date (the 'initial Term") unless sooner terminated in accordance with the terms andconditions hereof. .Extended Term. LICENSEE may extend the term of this Agreement upon at least thirty (30) days written notice priorto the expiration of the Initial Term, for an additional Ten (10) years (the "Extension Term"), provided that such an extension isin writing.4. MARK LICENSE FEESA. In consideration for the licenses granted hereunder, and commencing upon use of any of the Marks for restaurantservices at the Hotel Casino, LICENSEE agrees to pay to LICENSOR during the Term of this Agreement, a royalty equal tosix percent (6%) of Gross Sales (the "Mark Fee").B. The Mark Fee owed LICENSOR shall be calculated on a monthly calendar basis (the "Mark Fee Period") subject toany subordination or deferral as agreed upon by LICENSOR or its Affiliate, and shall be payable no later than thirty (30) daysafter the termination of the preceding full calendar month.C. In addition to the Mark Fee, Licensee shall pay Licensor for all training fees, set-up fees and other start-up itemscustomarily incurred by LICENSOR and its Affiliates in similar licensor/licensee situations, which such fees and amounts shallnot be subordinated or deferred to any other amount for any reason.5. DEVELOPMENT AND QUALITY CONTROLA. No Use of Confusingly Similar Marks. LICENSEE shall not use, in any manner whatsoever, during or after theTerm, any Intellectual Property that is confusingly similar to the Marks and Works, which unlawfully competes with the Marksor Works or that otherwise infringes upon the Intellectual Property rights of LICENSOR . Further, LICENSEE will not use, andNill not authorize others at any time whether during or after the Term to use, the Marks or Works as part of any corporate,business or trading name or style.I:114856\000211P Consents-AsgnsIMARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc - 2 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 34 of 44B. Registration Rights. LICENSOR will retain the sole right to apply for the registration or renewal of trademarks,service marks and other proprietary rights for the LICENSOR Intellectual Property and any marks incorporating any of theforegoing anywhere in the World. LICENSEE will not, and will not authorize others to, at any time, whether during the Term orafter termination of this Agreement, apply anywhere in the world to register any trademarks or copyright works identical hi or -confusingly similar to the LICENSOR intellectual Property.C. Reservation of Rights. All rights in the LICENSOR Intellectual Property other than those specifically granted hereinare reserved to LICENSOR for its own use and benefit. LICENSEE acknowledges, except as expressly provided herein, thatit will not acquire any rights of whatsoever nature in the LICENSOR Intellectual Property as a result of LICENSEE's usethereof, and that all uses of the LICENSOR Intellectual Property by LICENSEE will be deemed licensed uses that inure to thebenefit of LICENSOR for the purposes of delimiting the subject matter and geographic scope of LICENSOR's use of anytrademarks, service marks, trade names or trade dress included in such LICENSOR Intellectual Property. Without limiting theforegoing, LICENSEE acknowledges that it will have no right to use the LICENSOR Intellectual Property in any manner that isnot in accordance with all applicable commercial laws, gaming laws, weights and measure laws, city ordinances, and countyordinances.D. Initial Quality. The restaurant and bar design, decor and services shall be of a high quality which is objectivelycomparable to the current establishment and operations at the Dan Marino's Fine Food & Spirits and Martini Bar operated inSt Petersburg, FL at the retail center commonly known as Baywalk, as well as the Dan Marino's Fine Food & Spirits located inSouth Miami, FL in the retail center commonly known as The Shops at Sunset.E. Ongoing Quality. If the quality of the restaurants, bars, lounges, taverns or other hospitality businesses bearing theMarks falls below the quality as set forth in Section 5.D of this Agreement, then LICENSEE shall use its best efforts to restoresuch quality. In the event that LICENSEE has not taken appropriate steps to restore such quality within thirty (30) days afterreceiving written notification from LICENSOR, LICENSOR shall have the right to terminate this Agreement and require that theLICENSEE cease using the LICENSOR Intellectual Property.F. Inspection. The LICENSEE agrees to permit LICENSOR or its representative to inspect the facilities where therestaurants, bars, lounges, taverns or other hospitality businesses bearing the Marks are located, provided such inspection isduring regular business hours, and does not unreasonably disrupt LICENSEE's business.6. INDEMNITYA. LICENSEE shall indemnify, defend, and hold harmless LICENSOR, its affiliates, and managers, directors, officers,agents and employees, at its sole expense, against any and all proceedings, suits, claims, demands, causes of action, debtsor liabilities, including reasonable attorneys' fees and amounts paid in settlement arising out of or in connection with: (1)LICENSEE's breach of any representation, warranty, covenant, restriction or other agreement contained in this Agreementand (2) any claim or allegation of a third party of personal injury or property damage attributable to the acts, omissions ornegligence of LICENSEE or LICENSEE's employees or agents in connection with LICENSEE's use of the LICENSORIntellectual Property or, including any other use of any goods or services bearing the Marks.B. LICENSOR shall indemnify, defend and hold harmless LICENSEE, its affiliates, and managers, directors, officers,agents and employees, at its sole expense, against any and all proceedings, suits, claims, demands, causes of action, debtsor liabilities, including attorneys' fees and amounts paid in settlement arising out of or in connection with: (1) LICENSOR'sbreach of any representation, warranty, covenant, restriction or other agreement contained in this Agreement; and (2) anyclaim or allegation of a third party related to LICENSEE'S use of the LICENSOR Intellectual Property or rights licensed byLICENSOR or obtained by LICENSEE pursuant to this Agreement, which does not arise from any negligence or misconducton the part of LICENSEE.C. Claims Procedures. With respect to any claims falling within the scope of the foregoing indemnifications: (a) eachParty agrees promptly to notify the other of and keep the other fully advised with respect to such claims and the progress ofany suits in which the other Party is not participating; (b) each Party shall have the right to assume, at its sole expense, thedefense of a claim or suit made or filed against the other Party; (c) each Party shall have the right to participate, at its soleexpense, in any suit instituted against it and to approve any attorneys selected by the other Party to defend it, which approvalshall not be unreasonably withheld or delayed; and (d) a Party assuming the defense of a claim or suit against the other Partyshall not settle such claim or suit without the prior written approval of the other Party, which approval shall not beunreasonably withheld or delayed.I:114856\0002\ IP Consents-AsgnskMARINO - MARTINI UCENSE MARKED vFINAL 7-30-04.doc - 3 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 35 of 447. INTELLECTUAL PROPERTYA. LICENSOR hereby warrants, represents and covenants that it has the right to use the marks 'DAN MARINO'S FINE - _FOOD & SPIRITS" and 'MARTINI BAR' and other LICENSOR Intellectual Property for use with and on restaurants, bars, -taverns, lounges and other similar hospitality service businesses.and that LICENSOR has secured all rights conveyedhereunder, including, but not limited to, the rights of publicity to license the use of Dan Marino's name for the usescontemplated in this AgreementB. LICENSOR hereby warrants, represents and covenants that it is duly organized, validly existing and in good standingunder the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business asnow being conducted or proposed to be conducted.C. LICENSOR and LICENSEE each hereby warrant, represent and covenant that each respective party has all requisitecorporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Theexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been dulyauthorized by all necessary and appropriate corporate action on the part of LICENSOR and LICENSEE, respectively. ThisAgreement has been duly executed and delivered by the parties and constitutes the legal, valid and binding obligation ofLICENSOR and LICENSEE, enforceable in accordance with its terms, except as such enforceability may be limited by orsubject to any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rightsgenerally and subject to general principles of equity.D. LICENSOR hereby warrants, represents and covenants that there is no litigation pending or threatened againstLICENSOR or the LICENSOR Intellectual Property that would in any way limit or otherwise affect its ability to perform itsobligations under this Agreement or the enforceability hereof. •E. LICENSEE acknowledges, understands, and agrees that LICENSOR shall retain all right, title and interest in theLICENSOR Intellectual Property as well as any modifications made to, or derivatives based on, the LICENSOR IntellectualProperty created by or on behalf of LICENSEE.F. LICENSEE agrees to execute any documents reasonably requested by LICENSOR to effect any of the aboveprovisions.G. LICENSEE agrees that its use of the Marks inures to the benefit of LICENSOR and that LICENSEE shall not acquireany rights in the Marks, except as provided under this Agreement8. LICENSEE acknowledges and agrees that the use of the Mark "Martini Bar' and the operation of a bar in conjunction withthe operation of "Dan Marino's Fine Food & Spirits° is unique and valuable to the LICENSOR Intellectual Property as a whole.LICENSEE shall continue to use "Martini Bar' Mark along with the 'Dan Marino's Fine Food & Spirits" Mark, all as a part of theLICENSOR Intellectual Property, and pay the Mark Fee unless and until such time as good cause is established to cease suchuse.9. INFRINGEMENTA. LICENSEE shall promptly provide written notice to LICENSOR upon learning of any potential, unlawful infringementof the rights licensed under this Agreement within the United States. LICENSOR shall have the right, in its discretion, toinstitute and prosecute lawsuits against third persons within the United States for infringement of the rights licensed in thisAgreement. If LICENSOR does not institute an infringement suit within thirty (30) days of LICENSEE'S written notice of suchpotential infringement, LICENSEE may institute and prosecute such lawsuit, at LICENSEE's sole cost and expense.B. Any lawsuit shall be prosecuted solely at the cost and expense of the party bringing suit, and all sums recovered inany such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys' fees andother out of pocket expenses of such suit, shall be retained by the party bringing the suit.C. Upon request of the party bringing the lawsuit, the other party shall execute all papers, testify on all matters, andotherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit The party bringing suitshall reimburse the other party for the reasonable attorneys' fees and expenses incurred as a result of such cooperation.10. GAMINGA. LICENSEE To Pursue Own License. LICENSEE shall not operate any Gaming Machine from a property bearingthe Marks unless LICENSEE has received all required state, city, and county licenses required to operate Gaming Machines.All efforts and expenses required for LICENSEE to receive all required state, city, and county licenses required to operateGaming Machines shall be at the sole effort of LICENSEE and at the sole expense of LICENSEE.B. LICENSOR Cooperation. LICENSOR shall promptly cooperate with the reasonable requests of LICENSEE inproviding any information required by the Authorities to enable LICENSEE to receive all required state, city, and countylicenses required to operate Gaming Machines.1:11485610002IIP Consents-Asgns‘MARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc -4 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 36 of 4411. GENERAL PROVISIONSA. Independent Parties. The Parties are independent contractors. No partnership or joint venture is intended to be _created by this Agreement, nor any principal-agent or employer-employee relationship. Neither Party has, and neither Partyshall attempt to assert, the authority to make commitments for or to bind the other Party in any manner whatsoever. Althoughthis Agreement contains covenants with respect to confidential information, this Agreement does not constitute and shall notbe construed as constituting a partnership or joint venture, and the Parties disclaim any other intent to create a fiduciaryrelationship between them.B. Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by thisAgreement to be given by either Party shall be in writing and may be given by hand delivery, by overnight commercial courierdelivery service or Express Mail, by telecopy, or by certified mail return receipt requested, addressed to the Party for whom itis intended, at the address as follows:To LICENSOR4411 Cleveland AvenueFt. Myers, Florida 33901To LICENSEE:107 Hampton Road, Suite 200Clearwater, Florida 33759Any Party may change its address for notice by giving notice to the other Party of the change. Any notice under thisAgreement shall be deemed delivered on the date of hand delivery; the next business day after delivery to an overnightcommercial courier service or to the United States Postal Service for Express Mail for delivery on the next business day; thedate telecopied, if electronic confirmation of delivery is obtained and retained; or three (3) days after mailing by certified mailreturn receipt requested.C. Choice of Law. This Agreement shall be construed according to the substantive and procedural laws of the State ofFLORIDA, United States of America, without regard to its conflicts of laws principles. LICENSEE hereby irrevocably consentsto jurisdiction and venue in the courts sitting in the State of FLORIDA (or the federal courts sitting in and for the State ofFLORIDA).D. Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party's prior writtenconsent (which will not be unreasonably withheld or delayed), except that either Party may assign this Agreement to asubsidiary or affiliate. Whenever in this Agreement one of the Parties hereto is named or referred to, the successors andassigns of such parties shall be included, and all covenants and agreements contained in this Agreement by or on behalf ofthe Parties shall be binding upon and inure to the benefit of their respective successors and assigns, whether so expressed ornotE. Waiver of Jury Trial. The Parties irrevocably waive all rights to trial by jury in any action, proceeding orcounterclaim.F. Dispute Resolution Procedure. Prior to any legal proceeding to resolve any material issue that may arise betweenthe Parties in connection with this Agreement, the Parties agree that they shall try to resolve such issue between them throughthe "Dispute Resolution Procedure" by conference of officers of LICENSOR and LICENSEE as follows. The parties shall referthe issue to the President of LICENSOR and the President of LICENSEE. Such procedures shall be invoked by either Partyby presenting to the other a "Notice of Request for Resolution of Dispute" (a "Notice") identifying the issues in dispute to beaddressed. A telephone conference of the designated officers (or another officer designated by a party, provided such officeris of similar stature in his/her respective company) will be held within five (5) business days after the delivery of the Notice.Before filing any court action, the Parties agree first to try in good faith to timely settle the dispute through non-bindingmediation before resorting to litigation. Such mediation shall be initiated within ten (10) business days of the Parties' failing toresolve the issues by themselves, by submitting a Request for Mediation to the National Arbitration Form, MediationCoordinator, 1700 West Highway 36, 500 Rosedale Towers, St Paul, MN 55113, and shall be conducted according to themediation rules of the National Arbitration Forum. The Parties agree to share the cost of any mediation equally.I:1148561000211P Consents-Asgas1MARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc - 5 -

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 37 of 44G. Partial Invalidity. In the event that any portion of this Agreement shall be unenforceable in whole or in part, saidprovision shall be limited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this -Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has notbeen included herein, as the case may be.H. Incorporation. This Agreement constitutes the entire understanding and agreement between the Parties with regardto the subject matter herein, and the Parties further agree that this Agreement expressly supersedes any.and all prioragreements or communications between the Parties, whether oral or written, in connection with the subject matter hereof.This Agreement may not be amended, modified or changed except by a writing executed by both Parties hereto.I. Waiver. None of the terms of this Agreement, including this section, or any term, right, or remedy herein shall bedeemed waived unless such waiver is in writing and signed by the Party to be charged therewith. No written waiver shallexcuse the performance of any act other than as specifically referenced therein, and no waiver shall be deemed or construedto be a waiver of such terms or conditions for the future or any subsequent breach thereof. •J. Binding on Successors. This Agreement will be binding upon and inure to the benefit of the Parties and theirsuccessors and assigns permitted by this Agreement.K. Representation by Counsel - Mutual Negotiation. Each Party has had the opportunity to be represented bycounsel of its choice in negotiating this Agreement This Agreement shall therefore be deemed to have been negotiated andprepared at the joint request, direction, and construction of the Parties, at arm's length, with the advice and participation ofcounsel, and will be interpreted in accordance with its terms without-favor to any Party. The Parties hereto and theirrespective counsel have reviewed this Agreement, and the normal rule of construction to the effect that any ambiguities in thisAgreement are to be resolved against the drafting Party are not to be employed in the interpretation of this Agreement -L. Compliance with Regulatory Agencies. Each Party specifically acknowledges that the other Party may be subjectto the gaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determinethe suitability of its business associates. Each Party agrees to cooperate fully with the other Party in providing the other Partywith any information that the requesting Party deems necessary or appropriate in assuring itself that the other Partypossesses the good character, honesty, integrity and reputation applicable to those engaged in the gaming industry, and eachParty specifically warrants and represents to the other that there is nothing in its background, history, or reputation that wouldbe deemed unsuitable under the standards applicable to the gaming industry. Information provided by either Party pursuant tothis Agreement shall be kept confidential by the other Party to the extent reasonably possible and not used for any purposeother than compliance matters. If, during the term of this Agreement, either Party is notified by any of the Nevada Authoritiesthat the conduct of business with the other Party (or any of its subsidiaries or affiliates) will jeopardize the first Party's (or anyof its subsidiaries' or affiates') license or ability to be licensed, or if either Party reasonably concludes that the other Party failsto meet the criteria set forth above, this Agreement shall terminate upon written notice (such notice shall provide a detailedexplanation as to why the other Party fails to meet the criteria set forth above) by the complaining Party unless the other Partyis able, within sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada Authority.M. Force Maleure. Neither party shall be liable for failure to perform or delay in performing any obligation under thisAgreement if the failure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to,acts of God, war, civil commotion or industrial dispute ("Force Majeure"). If such delay or failure continues for at least thirty(30) days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to theother.N. Counterparts. This agreement may be executed in any number of counterparts, each of which shall be consideredan original, but all of which counterparts shall be deemed to be one and the same document Parties may execute thisagreement by signatures obtained through facsimile, and those signatures may be relied upon by the other Party as valid as ifthey were signed in the presence of the other Party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS AGREEMENT IN ITS ENTIRETY,UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE PARTYINDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCH PARTY THAT SUCH PARTY WILLBE BOUND BY THOSE TERMS.01485610002MP Consents-AsgnsIMARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc -6-

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 38 of 44Confidential Page 7 7/30/2004IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a dulyauthorized representative on the day and year first written above.FLORIDA HOOTERS LLC, a Nevada limited liability companyBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: 113 Casino Management, a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy: Lags Ventures, LLC, a Nevada limited liability company •Its: MemberBy:Dave LageschulteLAGS VENTURES, INC.a Florida corporationBy:Name:Its:Marino — Martini Bar Ag1:1148561000211P Consents-Asps \MARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.30.2004.07.27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 39 of 44EXHIBIT ATHEME X TRADEMARKS IN CONNECTION WITH THE THEME X BRANDmat K Serial # Registration #DAN MARINO'S TOWN TAVERNMARTINI BAR[Insert logos and other marks and logos likely to appear in the establishments]Marino — Martini Bar AgIT148561000211P Consents-Asgns1MARINO -MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.30.2004.07.27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 40 of 44EXHIBIT BTHEME X COPYRIGHTS/CREATIVE WORKS IN CONNECTION WITH THE "DAN MARINO'S TOWN TAVERN" and"MARTINI BAR" BRANDS[insert logos and other works and designs likely to appear in the establishments]Marino — Martini Bar Agl:l148561000211P Consents-AsgnstMARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.30.2004.07.27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 41 of 44EXHIBIT CMaterials and Specifications Supplied by Theme X.MenusRecipesBeverage Glass DesignsPainting Scheme Specifications[insert other stuff provided by the licensor to make these Chemed restaurants like their counterparts in Florida]Marino — Martini Bar Agl: \14856\000211P Consents-AsgnsIMARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.302004.07,27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 42 of 44EXHIBIT "0"Definition of Gross SalesFor purposes of the Mark License Agreement to which this exhibit is attached, the term °Gross Sales" shall have the meaning setforth on this Exhibit. Further, in this definition, "Licensee" shall refer to Florida Hooters LLC and "Licensor" shall refer to LagsVentures, Inc.(A) The term "Gross Sales" shall mean: the total price charged for all LICENSOR Intellectual Property, licensed goods,merchandise, tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino camp or discount, credit, time basis orotherwise, without reserve or deduction for inability or failure to collect, including, but not limited to, the following: (i) orders received orfilled at any LICENSOR Intellectual Property restaurant or bar within the Hotel Casino made by mail, telephone, the Internet or othermeans; (ii) sales by means of mechanical and other vending machines in any LICENSOR Intellectual Property restaurant or bar within theHotel Casino; (iii) all door, entrance or cover fees for events within any LICENSOR Intellectual Property restaurants or bar; (iv) all grossincome received from any LICENSOR Intellectual Property restaurant, bar or retail operations in, at, on or from the LICENSOR IntellectualProperty restaurants or bars (including, without limitation, the type of transactions described above); and (v) any other LICENSORIntellectual Property branded food or merchandise sales occurring on or about the Hotel Casino, which in the ordinary course of businesswould be credited or attributed to the operation of LICENSOR Intellectual Property restaurant or bar sales at or the Hotel Casino . andwhich are neither included in nor excluded from Gross Sales by the other provisions of this instrument, but without any duplication; and inall cases without deduction or allowance for cost of inventory, or other costs or expenses of purchasing, selling and transporting, or othercosts or expenses related to overhead or franchise fees or taxes, except as specifically provided below.(B) There shall not be included, or if included in the calculation of Gross Sales, there shall be deducted, as the case maybe, provided that specific record is made at the time of each transaction: (i) the actual net amount of refunds where the item is returned bythe purchaser to and accepted by Licensee; (ii) discount coupons and other discounts, promotions and giveaways, credits or allowancesactually made or allowed by Licensee in accordance with reasonable business practices upon transactions included within Gross Sales(and not purchased through the Internet except to the extent such sale is included in Gross Sales) ; provided, however, that anygiveaway, discount, comp or any other such guest benefit generated by or from the Hotel Casino (and not in the ordinary course ofrestaurant operations) shall not be deducted from Gross Sales regardless of the reimbursement mechanism by the Hotel Casino to therestaurant, bar or retail establishment using the LICENSOR Intellectual Property; (ii) sales or other taxes (including liquor taxes), paiddirectly or indirectly by the customer, collected by Licensee and actually paid to the governmental taxing authorities; (iii) the exchange ofmerchandise where such exchanges are made solely for the convenient operation of Licensee's business and not for the purpose ofconsummating a sale; (iv) returns to shippers or manufacturers for credit; (v) sales of fixtures and/or equipment which are not part of'cansee's stock in trade; (vi) bulk sales or wholesale transfers of merchandise not in the ordinary course of business; (vii) the amount of ,walk outs; (viii) sales to employees of Licensee at a discount; (ix) Licensees accounts receivable consisting of bad checks and baduebtS; provided, however, if such accounts are actually collected later, the amounts shall be included in Gross Sales at such time,: (x)service charges levied against sales through the use of national bank cards or other similar third party credit services such as "Visa° or"Mastercard" and check verification charges; (xi) the amount received from the sale of gift certificates until such certificates are treated asa sale (or otherwise recognized as income) at the hotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (Ali) proceeds ofproperty and liability insurance policies, whether or not such proceeds reflect a gain or loss from an accounting or GAAP standpoint.STATEMENTS OF GROSS SALES.Within twenty (30) days after the end of each calendar month included in the Term, Licensee shall deliver to Licensor a writtenstatement certified by Licensee setting forth (r) the amount of Gross Sales made during such month; (ii) the aggregate amount of GrossSales made during such month; (iii) the amount of deductions or exclusions from Gross Sales taken in accordance with above, if any; (iv)the aggregate consent fee due for such month; and (vi) the consent fee then due for such month.If Licensee shall fail to deliver any statement of Gross Sales when due and does not cure such failure within ten (10) days afterwritten notice from Licensor, in addition to all of Licensor's other rights and remedies hereunder, (i) Licensee shall pay to Licensor, asadditional fees, an amount equal to $500 per day for each day such statement is overdue; and (ii) upon not less than ten (10) days priornotice to Licensee, Licensor shall have the right to cause an audit of all books, records and bank accounts of Licensee pertaining to thelicensed activities and to prepare the statements which Licensor has failed to deliver.RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similarevidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom. Licensee shall keep at thepremises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records and other supportingdocumentation for at least three 30 years after the end of the period to which they pertain. Ali such documentation shall disclose in detailall information required to permit Licensor to verify Licensee's Gross Sales and conform to, and be in accordance with, generally acceptedaccounting principles consistently applied. If the documentation Licensee is required to maintain is insufficient to permit Licensor to verifyGross Sales and exclusions therefrom, Licensor shall have the right to examine or audit Licensee's books and records pursuant toSection below and if such examination or audit reflects an understatement in the amount of consent fee paid by Licensee, Licensee shallpay to Licensor, upon demand, the resultant deficiency in Conent Fees, together with interest thereon, as well as the cost of such'xamination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such examinationtor auditinenser, agents and em vhA!! h AvA thA right At Any time during normal bucino-^ hours after not :ass than tan (10)days' prior written notice to Licensee, to cause an examination or complete audit to be made of the documentation described in (insert)and such other documentation, including, without limitation, bank accounts as Licensor shall reasonably require, provided that suchMarino – Martini Bar AgIA14856100021IP Consents-Asgns‘MARINO - MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.30.2004.07.27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 43 of 44examination or audit is made within three (3) years after Licensors receipt of Licensees Gross Sales statement. If any audit orexamination shall disclose that any statement of Gross Sales understates Gross Sales for the reporting period (i) to any extent, Licenseell pay to Licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover); and (ii)-to theint of three percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost of the audit orexamination including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such audit. If any audit isrequired under this section, or a controversy arises regarding any fees paid pursuant to this instrument, Licensee shall retain its booksand records until such audit is terminated or controversy is resolved.Marino — Martini Bar AgIA1485610002 \IP Consents-AsgnsIMARINO • MARTINI LICENSE MARKED vFINAL 7-30-04.doc7.30.2004.07.27.00

Case 11-22216-bam Doc 16-2 Entered 08/01/11 18:20:48 Page 44 of 44APPENDIX 6initial Management BoardAppointed by Rooters Gaming LLC:1. Edward C. Droste2. Gilbert DiGiannantonio3. Dennis Johnson4. William Ranieri5. John BlakelyAppointed by Lags:6. Dave Lageschulte

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 1 of 52EXHIBIT 2

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 2 of 52CONSENT AGREEMENTTHIS CONSENT AGREEMENT (the 'Consent') is entered into on July 30, 2004 (the 'Effective Date) byHooters Gaining Corporation, a Nevada corporation (hereinafter 11GC), and Las Vegas Wings, Inc., a Nevadacorporation (hereinafter 11/111/1.WHEREAS LVW has the exclusive right to use the Hooters brand, marks and trade dress on restaurantservices in the State of Nevada; andWHEREAS, pursuant to that certain 'license Agreement' dated March 21, 2001, as amended by thatAmendment to license Agreement dated Apri 21, 2004, and entered into between HI Limited Partnership, a Floridalimited partnership NI LP') and HGC, HI LP granted to HGC the exclusive license to use the 'Hooters Brand biconnection Oh the conduct of gaming and the operation of a hotel in Nevada, including, a 'Hooters' restaurantsubject to the receipt of written permission and consent from LVW as the franchisee of the rights to operate Hooters'restaurants in NevadaWHEREAS HGC desires the right to use or let others use the Hooters concept for restaurant servicesexclusively at a hotel casino resort in Las Vegas located at 155 East Tropicana Avenue, Las Vegas, Nevada 89109(the 'Wet Casino') and at no other location or area whatsoever, andWHEREAS LVW desires to consent to HGCs use of the Hooters restaurant concept under the LicenseAgreement at the Hotel Casino.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: -The Consent LVW hereby grants its consent for HGC and HGCs assignees to use the Hooters restaurant concept at the HotelCasino, which includes the sale of Hooters merchandise; such consent extends to use for worldwide promotion marketing andadvertising of the Hotel Casino and its services. To the extent that LVW is required to license the use of the Hooters restaurantconcept for restaurant services at the Hotel Casino, LVW hereby grants a non-exclusive license for HGC to use, and assign theuse, of the Hooters restaurant concept at the Hotel Casino; this license extends to use for the worldwide promotion, marketingand advertising of the Hotel Casino and Its services. HGC and its assigns expressly acknowledges and agrees that the Consentapplies to the Hotel Casino and to no other area or territory whatsoever.Restriction. LVW agrees that during the term of this Consent, it shall not, and it shall not grant a license to another operator to,operate a Hooters restaurant concept within the area known as the Las Vegas Strip (as defined below). Provided, however, thatif LVW desires to have a Hooters restaurant concept located in the downtown Las Vegas I Fremont Street area, then LVW shallobtain the consent of HGC (which such consent shall be made by a majority of the management board thereof) and shall firstoffer to HGC to joint-venture in such downtown 1 Fremont Street area Hooters restaurant concept, provided that LVW maydevelop such concept on its own if said owner rejects the offer. For purposes of this Consent, 'Las Vegas Stile shall mean thatarea of Clark County, Nevada to the east of Decatur Boulevard, south of the Las Vegas 93/95 Expressway, north of BlueDiamond Road and west of Maryland Parkway.The Term. This Consent (which expressly includes the Restriction) shall be in full force and effect from the Effective Date untilthe earlier of (1) 12-months after HOC, or HGCs assignee, ceases use of the Hooters restaurant concept at the Hotel Casino or(I) the termination of the License Agreement In any event, the Consent Fees set forth in this Consent shall forever andirrevocably be paid to LVW (regardless of LVW 's ongoing status as a franchisee of the rights to operate Hooters' restaurants inNevada) at anytirrie that HGC, or fts assigns, operates a Hooters branded restaurant or sells any Hooters branded food ormerchandise at the Hotel Casino.Consent Fees. HGC or HGCs assignees that use the Hooters restaurant concept for restaurant services, including the sale ofany merchandise or Items bearing the Hooters logo, at the Hotel Casino, shall forever and irrevocably pay to LVW a fee equal tofour percent (4%) of Gross Sales (as such term is defined on Exhibit 'A' attached hereto and incorporated herein by reference)from any 'Hooters' branded restaurants (regardless of place of sale or consumption), including Gross Sales cd any merchandise1A143.56K1002\ IP Comte-AssnaVVI to HOC Consent MARKED vFINAL 7-30-04-doc" l "

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 3 of 52with a Hooters logo, at any location on or about the Hotel Casino (-Consent Fee"). The Consent Fee shall accrue monthly andshall be paid pursuant to the terms of the Operating Agreement of 155 East Tropicana, Lie, a Nevada holed liability companyrt2emtgiAt"); provided, however, that LVW agrees to defer and subordinate, but not waive, receipt of the ConsentFee as set forth and upon the terms set forth in the Operating Agreement.Indemnification and Hold Harmless. HGC, and its assigns, hereby indemnities, defends and holds harmless, LVW from andagainst any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of, orincidental to LW, s grant of this consent, including any operation of a Hooters branded restaurant and any other Hootersbranded food sales; provided, however, that LVW shall not be entitled to any such indemnification when the claim at issue isbased upon a matter unrelated to LINV's granting of this consent or the operation of the Hooters restaurant concept at the HotelCasino, the proven gross negligence or willful misconduct of LVW, or the proven breach by LVW of any provision of thisAgreementIndependent Parties. The parties are independent contractors. No partnership or joint venture is intended to be created by thisConsent, nor any principal-agent or employer-employee relationship. Neither party shall attempt to assert the authority to makecommitments br cr to bind the other party in any manner whatsoever. This Consent does not constitute and shall not beconstrued as constituting a partnership or joint venture.Notices. Notices herein will be delivered and effective as follows: every notice required or contemplated by this Consent to begiven by either party shall be in writing and may be given by hand delivery, by overnight commercial courier delivery service orExpress Mall, by telecopy, or by certified mall return receipt requested, addressed to the party for whom it is intended, at 4411Cleveland Avenue, Ft Myers, FL 33901 for LVW and at 107 Hampton Road, Suite 200, Clearwater, Florida 33759 for HGC. Anyparty may change its address for notice by giving notice to the other party of the change. Any notice under this Consent shall bedeemed delivered on the date of hand delivery, the next business day alter delivery to an overnight commercial courier serviceor to the United States Postal Service for Express Mail for delivery on the next business day, or the date teleoopied, If electronicconfirmation of delivery is obtained and retained.Choice of Law, Venue. This Consent shall be governed by, and constructed in accordance with, the laws of the State ofFlorida applicable to contracts made and to be fully performed in such State without reference to principles of conflicts of laws.Each party hereto submits to the exclusive jurisdiction of the District Courts of the State of Florida and the United States DistrictCourt for the District of Florida, for the enforcement of this Consent, and agrees to service of process by overnight matAssignment. This Consent shall be assignable by HGC for use in connection with restaurants at the Hotel Casino and themarketing, advertising and promotion of the Hotel Casino, provided that any such assignee assumes all of the obligations andliabrities set forth in this ConsentIncorporation. This Consent constitutes the entire understanding and agreement between the parties with regard to the subjectmatter herein, and the parties further agree that this Consent expressly supersedes any and all prior agreements orcommunications between the parties, whether oral or written, in connection with the subject matter hereof. This Consent maynot be amended, modified or changed except by a writing executed by both parties hereto.Partial Invalidity. In the event that any portion of this Consent shall be unenforceable in whole or in part, said provision shall belimited or curtailed to the extent necessary to bring it within the requirement of present or future law, and this Consent shall beconstrued as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, asthe case may be.Representation by Counsel - Mutual Negotiation. Each party has had the opportunity to be represented by counsel of itschoice in negotiating this Consent This Consent shall therefore be deemed to have been negotiated and prepared at the jointrequest, direction, and construction of the parties, at arm's length, with the advice and participation of counsel, and will beinterpreted in accordance with its terms without favor to any party. The parties hereto and their respective counsel havereviewed this Consent, and the normal rule of construction to the effect that any ambiguities in this Consent are to be resolvedagainst the drafting party are inapplicable to this Consent.Compliance with Regulatory Agencies. Each party specifically acknowledges that the other party may be subject to thegaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determine theIM4856‘0002kIr Catsonts-AspALVAY to HOC Conical MARKED vF1NAL 7-30-04-doc- 2 -

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 4 of 52suitability of its business associates. Each party agrees to cooperate fully with the other party in providing the other party withany information that the requesting party deems necessary or appropriate in assuring PseN that the other party possesses thegood character, honesty, integrily and reputation applicable to those engaged in the gaming industry, and each party specific*warrants and represents to the other that there is nothing in its background, history, or reputation that would be deemedunsuitable under the standards applicable to the gaming industry. Information provided by either party pursuant to this Consentshall be kept confidential by the other party to the extent reasonably possible aid not used for any purpose other thancompliance matters. If, during the term of this Consent, either party is notified by any of the Nevada gaming authorities that theconduct of business with the other party (or any of its subsidiaries or affiliates) will jeopardize the first party's (or any of itssubsidiaries' or affiliates') license or ability to be licensed, or if either party reasonably concludes that the other party fats to meetthe criteria set forth above, this Consent shall terminate upon written notice (such notice shall provide a detailed explanation asto why the other patty falls to meet the crileria set forth above) by the complaining party unless the other party is able, withinsixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada gaming authority.Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Consent if thefailure or delay is caused by any circumstances beyond its reasonable control, inclixfing, but not limited to, acts of God, war, civilcommotion or industrial dispute ('Force Majeure). if such delay or failure cortnues for at least thirty (30) days, the party notsubject to the force majeure shall be entitled to terminate this Consent by notice in writing to the other.Counterparts. This agreement may be executed in any number of counterparts, each of which shall be considered an original,but all of which counterparts shall be deemed to be one and the same document The parties may execute !his agreement bysignatures obtained through facsimile, and those signatures may be relied upon by the other party as valid as if they weresigned in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS 'THAT HE OR SHE HAS READ THIS CONSENT IN ITSENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS CONSENT ON BEHALFOF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCH PARTYTHAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.1:M4856%0002\1P Consents-AsgnALVV/ to HGC Consent MARKED vFINAL 7-30-04.doc- 3 -

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 5 of 52IN WITNESS WHEREOF, each party has caused this Conserd to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.Hooters Gaming Corporation - Las Vegas Wings, Inc.By: Name! Vicife4entBy:Name, °Auto GA-6FSc-wvc-7-GTitle: Tile: otri"rr.Date 711"," Date:Consent LVW to HGC

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 6 of 52Exhibit "A" - -Definition of "Gross Sales"For purposes of the Consent Agreement, the term 'Gross ,5sks• shall have the meaning set forth on this ExhibiL Further, inhis definition. 'Licensee' shall refer to HGC and "Licensor shall refer to LVW.(A) The term *Gross Sales' shall mean: the total price charged for all Hooters Brand licensed goods, merchandise,tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino comp or discount, credit, fume basis or otherwise,without reserve or deduction for inability or failure to coliect, Including. but not limited to, the following: (I) orders received or tilled at theHooters Branded restaurant within the Hotel Casino made by mall, telephone, the Internet or other means; (1) sales by means ofmechanical and other vending machines in any Hooters Branded restaurants within the Hotel Casino; (El) al door, entrance or coverfees for events within any Hooters Branded restaurants; (iv) all gross income received from any Hooters Branded restaurant operationsin, at, on or from the Hooters Branded restaurants (including, without limitation, the type of transactions deserted above); and (v) anyother Hooters branded food or merchandise sales occurring on or about the Hotel Casino, which in the ordinary course of businesswould be credited or attributed to the operation of a Hooters Branded restaurant or Hooters branded food or merchandise sales 'uponthe Hotel Casino and which are neither included in nor excluded from Gross Sales by the other provisions of this instrument, but withoutany duplication; and in all cases without deduction or allowance for cost of inventory, or other costs or expenses of purchasing, sellingand transporting, or other costs or expenses related to overhead or franchise fees or taxes, except as specifically provided below.(B) There shall not be included, or if included in the calculation of Gross Sales, there shall be deducted, as the case maybe, provided that specific record is made at the time of each transaction: (i) the actual net amount of refunds where the item is returnedby the purchaser to and accepted by Licensee; (11) discount coupons and other discounts, promotions and giveaways, credits orallowances actually made or allowed by Licensee in accordance with reasonable business practices upon transactions Included withinGross Sales (and not purchased through the Internet except to the extent such sale is included in Gross Sales) ; provided, however,that any giveaway, discount, comp or any other such guest benefit generated by or from the Hotel Casino (and not in the ordinarycourse of restaurant operations) shall not be deducted from Gross Sales regardless of the reimbursement mechanism from HotelCasino; (1) sales or other taxes (Including liquor taxes), paid directly or Indirectly by the customer, collected by Licensee and actuallypaid to the governmental taxing authorities; (ii) the exchange of merchandise where such exchanges are made solely for theconvenient operation of Licensee's business and not for the purpose of consummating a sale; (iv) returns to shippers or manufacturersfor credit (v) sales of fixtures and/or equipment which are not part of Licensee's stock in trade; (vi) bulk isles or wholesale transfers ofmerchandise not in the ordinary course of business; (vii) the amount of any walk outs; (vii) sales to employees of licensee at adiscount (lx) Licensees accounts receivable consisting of bad checks and bad debts; provided, however, if such accounts are actuallycollected later, the amounts shah be included in Gross Sales at such time,: (x) service charges levied against sales through the use ofrational bank cards or other similar third party credit services such as "Vise or 'Mastercard and check verification charges; (id) theamount received from the sale of gift certificates until such certificates are treated as a sale (or otherwise recognized as income) at thehotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (xii) proceeds of property and liabaity insurance policies,whether or not such proceeds reflect a gain or loss from an accounting or GAAP standpoint.STATEMENTS OF GROSS SALES.Within twenty (30) days after the end of each calendar month Included in the Term, licensee shall deliver to Licensor awritten statement certified by Licensee setting forth (I) the amount of Gross Sales made during such month; (ii) the aggregate amount ofGross Sales made during such month; (id) the amount of deductions or exclusions from Gross Sales taken in accordance with above, ifany; (Iv) the aggregate consent fee due for such month; and (vi) the consent fee then due for such month.If Licensee shall fail to deliver any statement of Gross Sales when due and does not cure such failure within ten (10) daysafter written notice from Licensor, In addition to all of Ucensoes other rights and remedies hereunder, (ft Licensee shall pay toLicensor, as additional fees, an amount equal to $500 per day for each day such statement is overdue; and (ii) upon not less than ten(10) days prior notice to Licensee, licensor shall have the right to cause an audit of all books, records and bank accounts of Licenseepertaining to the licensed activities and to prepare the statements which Licensor has failed to deliver.RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similarevidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom. Licensee shall keep at thepremises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records end other supportingdocumentation for at least three 30 years after the end of the period to which they pertain. AN such documentation shall disclose indetail all information required to permit Licensor to verify Licensee's Gross Sales and conform to, and be In accordance with, generallyaccepted accounting principles consistently applied. if the documentation Licensee is required to maintain is insufficient to permitLicensor to verify Gross Sales and exclusions therefrom, Licensor shall have the right to examine or audit licensee's books andrecords pursuant to Section below and if such examination or audit reflects an understatement in the amount of consent fee paid byLicensee, Licensee shall pay to Licensor, upon demand, the resultant deficiency in Consent Fees, together with interest thereon; aswell as the cost of such examination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor inconducting such examination and/or audit.Exhibit -K, continuedConsent LVW to HGC

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 7 of 52LicensorAs :Verge and employees shall have the rigid at any time during normal business hours after not less than ten (10)days' prior written notice to Licensee, to cause an examination or complete audit to be made of the documentation descibed in (insert)and such other documentation, Including, without Imitation, bank accounts as Licensor shall reasonably regain, provided that suchexamination or audit is made within three (3) years after Licensor's receipt of Licensees Grose Sales statement If any audit orexamination shall disclose that any statement of Gross Sales understates Gross Sales for the reporting period (I) to any extent,licensee shall pay to licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover);and (Ii) to the extent of twee percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost ofthe audit or examination including, without Imitation, al reasonable travel expenses incurred by Licensor In conducting such audit. Ifany audit is required under this section, or a controversy arises regarding any fees paid pursuant to this instrument, Licensee shallretain lis books and records until such audit is terminated or controversy is resolved.Consent LVW to HGC

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 8 of 52EXHIBIT 3

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 9 of 5203/10/05 19:18 FAX W10 02/004TRADEMARK LICENSE AGREEMENTThis Trademark License Agreement ("Agreement") is entered into thisday of March, 2005, by and between PETE & SHORTY'S, INC. a FloridaCorporation, with its principal place of business located at 26133 US Hwy. 19North, Suite 100 Clearwater, Florida 33763 ("P&S"), and 155 East Tropicana,LLC, a Nevada limited liability company, located at 115 E. Tropicana Avenue,Las Vegas, Nevada 89109 ("155").RECITALSA. P&S is in the business of owning and operating restaurants underthe name PETE & SHORTY'S, and is the owner of the trademarkfor restaurant, bar and cocktail lounge services and the federalregistration for restaurant services, U.S. Reg. No. 2177169 (the"Mark").B. 155 is developing a newly branded HOOTERS casino resort at theSan Remo hotel and casino in Las Vegas, Nevada.C. 155 wishes to license the PETE & SHORTY'S trademark for arestaurant In the HOOTERS casino resort, and affiliatedmerchandise, entertainment and casino services.D. P&S agrees to provide such license of its Mark, in order to increasethe notoriety end value of its Mark upon the following terms andconditions.NOW THEREFORE, for good and valuable consideration, and Inconsideration of the foregoing terms and conditions, the parties agree as follows:1. GRANT OF LICENSE. P&S grants to. 155 a nonexclusive,nontransferable license to use the Mark in its name and in connection with arestaurant, bar, and lounge in the new HOOTERS resort hotel and casino in LasVegas and affiliated merchandise, entertainment and casino services.2. OWNERSHIP OF MARKS. 155 acknowledges P&S's ownership inthe Mark, and agrees it will do nothing inconsistent with such ownership and thatall uses of the Mark shall Inure to the benefit of, and be on behalf of, P&S. P&Sshall have the right to obtain federal and/or state registrations for any and alladditional goods and services provided by 155, and 155 agrees to assist P&S inobtaining such registrations as needed.3. QUALITY STANDARDS. 155 agrees that the nature and quality ofall services rendered and all goods offered by 155 in connection with the Mark,and all related advertising, promotional and other related uses of the mark by155 shall conform to standards set by P&S and shall be under the control ofP&S.1

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 10 of 5203/10/05 19:17 FAXICJ 003/0044. QUALITY MAINTENANCE. 155 agrees to cooperate with P&S infacilitating P&S's control of the nature and quality of the use of the Mark, topermit reasonable inspection of 155's operation, and to supply P&S withspecimens of all uses of the Mark upon request. 155 shall comply with allapplicable laws and regulations and obtain all appropriate governmentalapprovals pertaining to the sale, distribution and advertising of the goods andservices covered by this license.5. PERMITTED FORMS OF USE. 155 agrees to use the Mark only inthe form and manner and appropriate designations, as prescribed from time totime by P&S, and not to use any other trademarks in combination with the Marks,other than in connections with the HOOTERS marks, without prior approval fromP&S.6. UNAUTHORIZED THIRD PARTY USE. 155 agrees to notify P&Sof any unauthorized use of the Mark by others promptly, as it comes to 155'sattention, P&S shall have the right and discretion to bring infringement or unfaircompetition proceedings Involving the Mark, and may authorize 155 to do soItself, upon terms agreed to in writing by the parties.7. TERM. This Agreement shall continue in full force and effect, for aslong as a restaurant is operated by 155, or an agreed upon assignee, in theHOOTERS casino resort in Las Vegas, unless sooner terminated as provided forherein.8. TERMINATION FOR CAUSE. P&S shall have the right toterminate this Agreement, upon thirty (30) days written notice to 155 In the eventof any affirmative act of insolvency by 155, or upon the appointment of anyreceiver or trustee to take possession of the properties of 155, or upon thewinding-up, sale, consolidation, or merger of 155, or upon breach of any of theprovisions, set forth herein, which cannot be cured by 155 within thirty (30) days.9. EFFECT OF TERMINATION. Upon termination of this Agreement155 agrees to immediately discontinue all use of the Mark, and any termconfusingly similar to the Mark, to remove the same from all signage, destroy allprinted materials bearing the Mark. 155 shall have an additional thirty days tosell ail merchandise bearing the Mark. Upon completion of such time, allremaining inventory shall be destroyed unless the parties mutually agreeotherwise. All rights in the Mark and the goodwill connected with the Mark shallremain the property of P&S.10. CHOICE OF LAW. This Agreement shall be governed by the lawsof the State of Nevada, and any action brought with respect to this Agreementshall be brought in a court of law in Las Vegas, Nevada.2

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 11 of 5203/10/05 19:17 FAX21004/00411. AUTHORITY. Each party executing this Agreement represents andwarrants that he has full power and authority to enter into this Agreement onbehalf of his respective company.12. ENTIRE AGREEMENT. This Agreement represents the entireagreement between the parties, and shall supercede any other agreement,whether oral or in writing, with respect to the matters pertaining to thisAgreement.Dated this U day of March, 2005."155"155 East Tropicana, LLCa Nevada limited liability companyBy: Florida Hooters, LLC,a Nevada limited liability companyIts: MemberBy: Hooters Gaming, LLCa Nevada limited liability companyIts: MemberBy: HG Casino Management, Inc.a Nevada corporationIts: Manager"P&S"PETE & SHORTY'S, INC.a Florida Co Go in •ft,By: Lee UsiltoIts: PresidentBy:Nei -forIts: President3

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 12 of 52EXHIBIT 4

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 13 of 5202/16/05 09:04 FAX el 002/014MARK LICENSE AGREEMENTThis agreement (the "Agreement") is entered Into on 2004 (the "Effective Date") by Lags Ventures, Int., aFlorida corporation ("LICENSOR"), and Florida Hooters LLC a Nevada limited liability company ('LICENSEE").WHEREAS LICENSOR owns or has established rights to use the marks "DAN MARINO'S FINE FOOD & SPIRITS" and"MARTINI BAR" (operated in conjunction with Dan Marino's Fine Food & Spirits) along with certain logos for restaurantservices, restaurant merchandise and gift merchandise related thereto (the "Marks"); andWHEREAS LICENSEE desires the right to use or let others use the Marks for restaurant and bar services and sale ofrelated merchandise at a hotel casino resort in Las Vegas located at 155 East Tropicana Avenue, Las Vegas, Nevada 89109(the "Hotel Casino"); andWHEREAS LICENSEE desires to open new restaurants at the Hotel Casino and LICENSOR desires to expand its brandidentity into the Hotel Casino; andWHEREAS LICENSEE desires to license certain intellectual property from LICENSOR for LICENSEE to assign such rights toa casino operator to operate and promote restaurants, taverns, lounges and bars using the marks "DAN MARINO'S FINEFOOD & SPIRITS" and/or "MARTINI BAR".NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. DEFINITIONS AND INTERPRETATIONSA. Definitions. The following words shall have the following meanings for the purpose of this Agreement:(1) "Affiliate" shall mean (I) any Person that controls or ultimately controls, is controlled by or ultimately controlled by,or is under common control with such Party, (ii) any Person resulting from the merger or consolidation with such Party, or (iii)any Person that acquires all or substantially all of a Party's assets as a going concern.(2) 'Authorities" shall mean the governmental gaming authorities that have the authority to issue governmentalgaming-related licenses.(3) "Gaming Machine" means: (a) any gaming machine, gaming device, slot machine and other device (such as avideo lottery terminal that functions like a slot machine) and the like, including, without limitation, single station and multistationdevices, and as set forth In NRS 463.0155, .0191 and all other relevant provisions of the Nevada Gaming Control Act(NRS Chapter 463), as amended; (b) comparable provisions of other jurisdictions where such devices are legal.(4) "Gross Sales" shall mean the Gross Sales from the restaurants bearing the marks "DAN MARINO'S' or"MARTINI BAR" which such term is more fully defined on Exhibit "0" attached hereto and incorporated by reference herein.(5) "Hotel Casino" shall mean that certain hotel casino and all improvements on the real property associated• therewith located at 115 East Tropicana Avenue, Las Vegas, Nevada, 89109,(6) 'Intellectual Property' shall mean all domestic, foreign, federal, state and common law trademarks, servicemarks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, showhow,patents, Inventions (whether or not patentable), mask works, software, proprietary data, customer lists, strategic plans,financial data, and trade secrets, and all applications for registration and/or issuance with respect to all the foregoing andwhether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of theforegoing: (i) all goodwill; (11) all related licenses; (III) all parents, continuations, continuations in part, divisionar y, reissues andextensions; and (iv) all moral rights.CADocuments and Settings1Rich Simeonelocal SettIngslTemporary Internet FlleslOLK41MARINO - MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE8-111.doc-1-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 14 of 5202/16/05 09:04 FAX l003/014(7) "LICENSOR Intellectual Family" shall mean the Mark(s), Works, derivatives of the Marks and Works, or anytheme, design, menu, food or drink style or trade dress and other Intellectual Properly that would reasonably indicate anassociation or affiliation with the "DAN MARINO'S FINE FOOD & SPIRITS" and/or "MARTINI BAR" brands and relatedproducts and services, regardless of any registration or ability to register such Marks.(8) "Marks" shall mean those trademarks and service marks associated with the "DAN MARINO'S FINE FOOD &SPIRITS" and "MARTINI BAR" brands, whether registered or not, as set forth in Exhibit "A", including, without limitation, andany and all derivatives thereof.(9) "Party" shall mean either LICENSOR or LICENSEE and "Parties° shall mean both LICENSOR and LICENSEE.(10) "Persorf means any individual, company (whether general or limited), limited liability company, corporation,trust, estate, association, nominee or other entity,(11) "Works" shall mean those creative works associated with the "DAN MARINO'S FINE FOOD & SPIRITS" and"MARTINI BAR" brands and which are owned by LICENSOR, including, but not limited to, the works as set forth in Exhibit "B".B. Section 1 Subsection References, References to a 'Section" or "Subsection' shall be deemed references to anenumerated Section or Subsection of this Agreement. Section headings and Subsection labels are used for convenience andreferential notation only and shall have no interpretative effect or impact whatsoever.C. Exhibit References. References to an "Exhibit" shall be deemed references to alphabetized Exhibits attached tothis Agreement and which are hereby Incorporated by this reference in the Agreement.2. LICENSE & MATERIALSA, Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE. and LICENSEE accepts, forthe Term of this Agreement, an exclusive license to use, sublicense and assign the rights to use the LICENSOR IntellectualProperty on or in association with the design, development, use and operations of restaurants, bars, taverns, lounges andother similar hospitality service businesses at the Hotel Casino. LICENSEE shall not assign or sublease its rights under thisAgreement without the prior written consent of LICENSOR.B. LICENSOR shall provide all necessary materials and specifications for restaurants, bars, taverns, lounges and othersimilar hospitality service businesses using the LICENSOR Intellectual Property as set forth in Exhibit C, as may exist now orin the future.3. TERMA. Initial Term. The initial term of this Agreement shall be effective upon the Effective Date and shall remain effectiveuntil twenty (20) years after the Effective Date (the "Initial Term") unless sooner terminated in accordance with the terms andconditions hereof.Extended Term. LICENSEE may extend the term of this Agreement upon at least thirty (30) days written notice priorto the expiration of the Initial Term, for an additional Ten (10) years (the "Extension Term"), provided that such an extension isin writing.4. MARK LICENSE FEESA. In consideration for the licenses granted hereunder, and commencing upon use of any of the Marks for restaurantservices at the Hotel Casino, LICENSEE agrees to pay to LICENSOR during the Term of this Agreement, a royalty equal tosix percent (6%) of Gross Sales (the "Mark Fee").B. The Mark Fee owed LICENSOR shall be calculated on a monthly calendar basis (the "Mark Fee Period') subject toany subordination or deferral as agreed upon by LICENSOR or its Affiliate, and shall be payable no later than thirty (30) daysafter the termination of the preceding full calendar month.C. In addition to the Mark Fee, Licensee shall pay Licensor for all training fees, set-up fees and other start-up itemscustomarily incurred by LICENSOR and its Affiliates in similar licensor/licensee situations, which such fees and amounts shallnot be subordinated or deferred to any other amount for any reason.5. DEVELOPMENT AND QUALITY CONTROLCADocuments and SellIngs1RIch SlmeonelLocal Settinggremporary Internet FilesIOLK4IMARINO - MARTINI LICENSE MARKED V4 ANAL FROM R-SIMEONE8-111.doc-2-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 15 of 5202/16/05 09:04 FAX a004/014A. No Use of Confusingly Similar Marks. LICENSEE shall not use, in any manner whatsoever, during or after theTerm, any Intellectual Property that is confusingly similar to the Marks and Works, which unlawfully competes with the Marksor Works or that otherwise infringes upon the Intellectual Property rights of LICENSOR . Further, LICENSEE will not use, andwill not authorize others at any time whether during or after the Term to use, the Marks or Works as part of any corporate,business or trading name or style.B. Registration Rights, LICENSOR will retain the sole right to apply for the registration or renewal of trademarks,service marks and other proprietary rights for the LICENSOR Intellectual Property and any marks incorporating any of theforegoing anywhere in the World. LICENSEE will not, and will not authorize others to, at any time, whether during the Term orafter termination of this Agreement, apply anywhere in the world to register any trademarks or copyright works identical to orconfusingly similar to the LICENSOR Intellectual Property.C. Reservation of Rights. All rights in the LICENSOR Intellectual Property other than those specifically granted hereinare reserved to LICENSOR for its own use and benefit. LICENSEE acknowledges, except as expressly provided herein, thatit will not acquire any rights of whatsoever nature in the LICENSOR Intellectual Property as a result of LICENSEE's usethereof, and that all uses of the LICENSOR Intellectual Property by LICENSEE Will be deemed licensed uses that inure to thebenefit of LICENSOR for the purposes of delimiting the subject matter and geographic scope of LICENSOR's use of anytrademarks, service marks, trade names or trade dress included in such LICENSOR Intellectual Property. Without limiting theforegoing, LICENSEE acknowledges that it will have no rightto use the LICENSOR Intellectual Property in any manner that isnot in accordance with all applicable commercial laws, gaming laws, weights and measure laws, city ordinances, and countyordinances.D. Initial Quality. The restaurant and bar design, decor and services shall be of a high quality which is objectivelycomparable to the current establishment and operations at the Dan Marino's Fine Food & Spirits and Martini Bar operated inSt Petersburg, FL at the retail center commonly known as Baywalk, as well as the Dan Marino's Fine Food & Spirits located inSouth Miami, FL in the retail center commonly known as The Shops at Sunset.E. Ongoing Quality, If the quality of the restaurants, bars, lounges, taverns or other hospitality businesses bearing theMarks falls below the quality as set forth In Section 5.D of this Agreement, then LICENSEE shall use its best efforts to restoresuch quality. In the event that LICENSEE has not taken appropriate steps to restore such quality within thirty (30) days afterreceiving written notification from LICENSOR, LICENSOR shall have the right to terminate this Agreement and require that theLICENSEE cease using the LICENSOR Intellectual Property.F. Inspection. The LICENSEE agrees to permit LICENSOR or its representative to inspect the facilities where therestaurants, bars, lounges, taverns or other hospitality businesses bearing the Marks are located, provided such inspection isduring regular business hours, and does not unreasonably disrupt LICENSEE's business.6. INDEMNITYA. LICENSEE shall indemnify, defend, and hold harmless LICENSOR, Its affiliates, and managers, directors, officers,agents and employees, at its sole expense, against any and all proceedings, suits, claims, demands, causes of action, debtsor liabilities, including reasonable attorneys' fees and amounts paid in settlement arising out of or in connection with: (1)LICENSEE's breach of any representation, warranty, covenant, restriction or other agreement contained in this Agreementand (2) any claim or allegation of a third party of personal injury or property damage attributable to the acts, omissions ornegligence of LICENSEE or LICENSEE's employees or agents in connection with LICENSEE's use of the LICENSORIntellectual Property or, including any other use of any goods or services bearing the Marks.B. LICENSOR shall indemnify, defend and hold harmless LICENSEE, its affiliates, and managers, directors, officers,agents and employees, at its sole expense, against any and all proceedings, suits, claims, demands, causes of action, debtsor liabilities, including attorneys' fees and amounts paid in settlement arising out of or in connection with: (1) LICENSOR'sbreach of any representation, warranty, covenant, restriction or other agreement contained in this Agreement; and (2) anyclaim or allegation of a third party related to LICENSEE'S use of the LICENSOR Intellectual Property or rights licensed byLICENSOR or obtained by LICENSEE pursuant to this Agreement, which does not arise from any negligence or misconducton the part of LICENSEE.CADocements and Settings\ Rich Simeanelocal Settingeliemporary Internet Hes \ OLKLUMARINO • MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE8-111.doc-3-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 16 of 5202/16/05 09:05 FAX a 005/014C. Claims Procedures, With respect to any claims falling within the scope of the foregoing indemnifications: (a) eachParty agrees promptly to notify the other of and keep the other fully advised with respect to such claims and the progress ofany suits in which the other Party is not participating; (b) each Party shall have the right to assume, at its sole expense, thedefense of a claim or suit made or filed against the other Party; (c) each Party shall have the right to participate, at Its soleexpense, In any suit instituted against it and to approve any attorneys selected by the other Party to defend it, which approvalshall not be unreasonably withheld or delayed; and (d) a Party assuming the defense of a claim or suit against the other Partyshall not settle such claim or suit without the prior written approval of the other Party, which approval shall not beunreasonably withheld or delayed.7. INTELLECTUAL PROPERTYA. LICENSOR hereby warrants, represents and covenants that it has the right to use the marks "DAN MARINO'S FINEFOOD & SPIRITS" and "MARTINI BAR" and other LICENSOR Intellectual Property for use with and on restaurants, bars,taverns, lounges and other similar hospitality service businesses.and that LICENSOR has secured all rights conveyedhereunder, including, but not limited to, the rights of publicity to license the use of Dan Marino's name for the usescontemplated in this Agreement.B. LICENSOR hereby warrants, represents and covenants that it is duly organized, validly existing and in good standingunder the laws of the state of its incorporation and has ail requisite corporate power and authority to carry on Its business asnow being conducted or proposed to be conducted.C. LICENSOR and LICENSEE each hereby warrant, represent and covenant that each respective party has all requisitecorporate power and authority to enter Into this Agreement and to consummate the transactions contemplated hereby_ Theexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been dulyauthorized by all necessary and appropriate corporate action on the part of LICENSOR and LICENSEE, respectively. ThisAgreement has been duly executed and delivered by the parties and constitutes the legal, valid and binding obligation ofLICENSOR and LICENSEE, enforceable in accordance with its terms, except as such enforceability may be limited by orsubject to any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rightsgenerally and subject to general principles of equity.D. LICENSOR hereby warrants, represents and covenants that there is no litigation pending or threatened againstLICENSOR or the LICENSOR Intellectual Property that would in any way limit or otherwise affect its ability to perform Itsobligations under this Agreement or the enforceability hereof.E. LICENSEE acknowledges, understands, and agrees that LICENSOR shall retain all right, title and interest in theLICENSOR Intellectual Property as well as any modifications made to, or derivatives based on, the LICENSOR IntellectualProperty created by or on behalf of LICENSEE.F. LICENSEE agrees to execute any documents reasonably requested by LICENSOR to effect any of the aboveprovisions.G. LICENSEE agrees that its use of the Marks inures to the benefit of LICENSOR and that LICENSEE shall not acquireany rights in the Marks, except as provided under this Agreement.8. LICENSEE acknowledges and agrees that the use of the Mark "Martini Bar ." and the operation of a bar in conjunction withthe operation of "Dan Marino's Fine Food & Spirits" is unique and valuable to the LICENSOR Intellectual Property as a whole.LICENSEE shall continue to use "Martini Bar" Mark along with the "Dan Marino's Fine Food & Spirits" Mark, all as a part of theLICENSOR Intellectual Property, and pay the Mark Fee unless and until such time as good cause is established to cease suchuse.9. INFRINGEMENTA. LICENSEE shall promptly provide written notice to LICENSOR upon learning of any potential, unlawful infringementof the rights licensed under this Agreement within the United States. LICENSOR shall have the right, in its discretion, toinstitute and prosecute lawsuits against third persons within the United States for infringement of the rights licensed in thisAgreement. If LICENSOR does not Institute an infringement suit within thirty (30) days of LICENSEE'S written notice of suchpotential Infringement, LICENSEE may institute and prosecute such lawsuit, at LICENSEE's sole cost and expense.B. Any lawsuit shall be prosecuted solely at the cost and expense of the party bringing suit, and all sums recovered inany such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys' fees andother out of pocket expenses of such suit, shall be retained by the party bringing the suit.C:\Documents and SettIngskRIch Simeonelacal SettingskTemporary Internet FllesIOLK41MARINO - MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE6-111.dav-4-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 17 of 5202/10/Q5 09:06 FAX 0000/014C. Upon request of the party bringing the lawsuit, the other party shall execute all papers, testify on all matters, andotherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit. The party bringing suitshall reimburse the other party for the reasonable attorneys' fees and expenses incurred as a result of such cooperation.10. GAMINGA. LICENSEE To Pursue Own Ucense. LICENSEE shall not operate any Gaming Machine from a property bearingthe Marks unless LICENSEE has received all required state, city, and county licenses required to operate Gaming Machines.All efforts and expenses required for LICENSEE to receive all required state, city, and county licenses required to operateGaming Machines shall be at the sole effort of LICENSEE and at the sole expense of LICENSEE.B. LICENSOR Cooperation. LICENSOR shall promptly cooperate with the reasonable requests of LICENSEE inproviding any information required by the Authorities to enable LICENSEE to receive all required state, city, and countylicenses required to operate Gaming Machines.11. GENERAL. PROVISIONSA. Independent Parties. The Parties are independent contractors. No partnership or joint venture is intended to becreated by this Agreement, nor any principal-agent or employer-employee relationship. Neither Party has, and neither Partyshall attempt to assert, the authority to make commitments for or to bind the other Party In any manner whatsoever. Althoughthis Agreement contains covenants with respect to confidential information, this Agreement does not constitute and shall notbe construed as constituting a partnership or joint venture, and the Parties disclaim any other Intent to create a fiduciaryrelationship between thermB. Notices, Notices herein will be delivered and effective as follows: every notice required or contemplated by thisAgreement to be given by either Party shall be in writing and may be given by hand delivery, by overnight commercial courierdelivery service or Express Mall, by telecopy, or by certified mail return receipt requested, addressed to the Party for whom itis intended, at the address as follows:.To LICENSOR:4411 Cleveland AvenueFt. Myers, Florida 33901.To LICENSEE:107 Hampton Road, Suite 200Clearwater, Florida 33759Any Party may change its address for notice by giving notice to the other Party of the change. Any notice under thisAgreement shall be deemed delivered on the date of hand delivery; the next business day after delivery to an overnightcommercial courier service or to the United States Postal Service for Express Mail for delivery on the next business day; thedate telecopied, if electronic confirmation of delivery Is obtained and retained; or three (3) days after maifing by certified mailreturn receipt requested.C. Choice of Law. This Agreement shall be construed according to the substantive and procedural laws of the State ofFLORIDA, United States of America, without regard to its conflicts of laws principles. LICENSEE hereby irrevocably consentsto jurisdiction and venue in the courts sitting in the State of FLORIDA (or the federal courts sitting in and for the State ofFLORIDA).D. Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party's prior writtenconsent (which MI not be unreasonably withheld or delayed), except that either Party may assign this Agreement to asubsidiary or affiliate. Whenever In this Agreement one of the Parties hereto is named or referred to, the successors andassigns of such parties shall be included, and all covenants and agreements contained in this Agreement by or on behalf ofthe Parties shall be binding upon and Inure to the benefit of their respective successors and assigns, whether so expressed ornot.E. Waiver of Jury Trial. The Parties Irrevocably waive all rights to trial by jury in any action, proceeding orcounterclaim.C-ADocuments and SetlingstRich SimaonelLocal SettIngsgemporary Internet FilesIOLKAMARINO - MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111.doc-5-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 18 of 52_ 02/16/05 09:06 FAX Z007/014F. Dispute Resolution Procedure. Prior to any legal proceeding to resolve any material issue that may arise betweenthe Parties in connection with this Agreement, the Parties agree that they shall try to resolve such issue between them throughthe "Dispute Resolution Procedure" by conference of officers of LICENSOR and LICENSEE as follows. The parties shall referthe issue to the President of LICENSOR and the President of LICENSEE. Such procedures shall be invoked by either Partyby presenting to the other a "Notice of Request for Resolution of Dispute" (a "Notice") identifying the issues in dispute to beaddressed. A telephone conference of the designated officers (or another officer designated by a party, provided such officeris of similar stature in his/her respective company) will be held within five (5) business days after the delivery of the Notice_Before filing any court action, the Parties agree first to try in good faith to timely settle the dispute through non-bindingmediation before resorting to litigation. Such mediation shall be initiated within ten (10) business days of the Parties' failing toresolve the issues by themselves, by submitting a Request for Mediation to the National Arbitration Form, MediationCoordinator, 1700 West Highway 36, 500 Rosedale Towers, St. Paul, MN 55113, and shall be conducted according to themediation rules of the National Arbitration Forum. The Parties agree to share the cost of any mediation equally.G. Partial invalidity, In the event that any portion of this Agreement shall be unenforceable in whole or in part, saidprovision shall be limited or curtailed to the extent necessary to bring it within the requirement of present or future law, and thisAgreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has notbeen included herein, as the case may be.H. Incorporation. This Agreement constitutes the entire understanding and agreement between the Parties with regardto the subject matter herein, and the Parties further agree that this Agreement expressly supersedes any and all prioragreements or communications between the Parties, whether oral or written, in connection with the subject matter hereof.This Agreement may not be amended, modified or changed except by a writing executed by both Parties hereto.Waiver. None of the terms of this Agreement, including this section, or any term, right, or remedy herein shall bedeemed waived unless such waiver is in writing and signed by the Party to be charged therewith. No written waiver shallexcuse the performance of any act other than as specifically referenced therein, and no waiver shall be deemed or construedto be a waiver of such terms or conditions for the future or any subsequent breach thereof.J. Bindings on Successors, This Agreement will be binding upon and inure to the benefit of the Parties and theirsuccessors and assigns permitted by this AgreementK. Representation by Counsel - Mutual Ne gotiation. Each Party has had the opportunity to be represented bycounsel of its choice in negotiating this Agreement This Agreement shall therefore be deemed to have been negotiated andprepared at the joint request, direction, and construction of the Parties, at arm's length, with the advice and participation ofcounsel, and will be interpreted in accordance with its terms without favor to any Party. The Parties hereto and theirrespective counsel have reviewed this Agreement, and the normal rule of construction to the effect that any ambiguities in thisAgreement are to be resolved against the drafting Party are not to be employed in the Interpretation of this Agreement.L. Compliance with Regulatory Agencies. Each Party specifically acknowledges that the other Party may be subjectto the gaming and licensing requirements of various jurisdictions and may be obliged to take reasonable efforts to determinethe suitability of its business associates. Each Party agrees to cooperate fully with the other Party in providing the other Partywith any information that the requesting Party deems necessary or appropriate in assuring itself that the other Partypossesses the good character, honesty, integrity and reputation applicable to those engaged In the gaming industry, and eachParty specifically warrants and represents to the other that there is nothing in its background, history, or reputation that wouldbe deemed unsuitable under the standards applicable to the gaming industry. information provided by either Party pursuant tothis Agreement shall be kept confidential by the other Party to the extent reasonably possible and not used for any purposeother than compliance matters. If, during the term of this Agreement, either Party is notified by any of the Nevada Authoritiesthat the conduct of business with the other Party (or any of its subsidiaries or affiliates) will jeopardize the first Party's (or anyof its subsidiaries' or affiliates') license or ability to be licensed, or if either Party reasonably concludes that the other Party failsto meet the criteria set forth above, this Agreement shall terminate upon written notice (such notice shall provide a detailedexplanation as to why the other Party fails to meet the criteria set forth above) by the complaining Party unless the other Partyis able, within sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable Nevada Authority.M. Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under thisAgreement if the failure or delay is caused by any circumstances beyond its reasonable control, including, but not limited to,acts of God, war, civil commotion or industrial dispute ("Force Majeure,. If such delay or failure continues for at least thirty(30) days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to theother.CADocuments and SettIngs1RIch SirnaonelLocal SettIngskTemporary Internet FilesIOLK41MAFilN0 - MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111.doc.6-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 19 of 5202/18/05 09:07 FAX Z008/014N. Counterparts. This agreement may be executed in any number of counterparts, each of which shall be consideredan original, but all of which counterparts shall be deemed to be one and the same document. Parties may execute thisagreement by signatures obtained through facsimile, and those signatures may be relied upon by the other Party as valid as ifthey were signed in the presence of the other Party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS AGREEMENT IN RS ENTIRETY.UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE PARTYINDICATED BELOW BY HIS OR HER NAME, AND AGREES ON BEHALF OF SUCH PARTY THAT SUCH PARTY WILLBE BOUND BY THOSE TERMS.CADocuments and Settings\RJch Simeonell_ocal Settings Temporary Internet Files\OLICAMARINO - MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE8-111.dne-7-

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 20 of 5202/16/05 09:07 FAX EM00 9/0 1 4Confidential Page 8 2/7/2005IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a dulyauthorized representative on the day and year first written above.FLORIDA HOOTERS LLC, a Nevada limited liability companyBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: HG Casino Management, a Nevada corporationBy: Lags Ventures, LLC, a Nevada limited liability companyIts: MemberBy:eve LageschulteLAGS VENTURES, INC.a Florida corporationBy:Name:Its:ba Yin9.9-4-5 •Marino — Martini Bar AgC:IDocurnents end SettingskRich SimeonekLatal SetlingslTemporary Internet Files‘OLKAMARINO -MARTINI LICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111,dac 1.27.2005.05.34.00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 21 of 5202/16/05 09:07 FAX GA 010 / 0 1 4EXHIBIT ATHEME X TRADEMARKS IN CONNECTION WITH THE THEME X BRANDMark Serial # Registration#DAN MARINO'S TOWN TAVERNMARTINI BAR[insert logos and other marks and logos likely to appear in the establishments]Marino — Martini Bar AgC:IDocuments and SettingaRich Simeonallocal Settings 1 Tamporavy Internet Filo \ OLKMARINO - MARTINILICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111.doc1_27.2005.05.34,00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 22 of 5202/16/05 09:07 FAX 1711011/014EXHIBIT BTHEME X COPYRIGHTS/CREATIVE WORKS IN CONNECTION WITH THE "DAN MARINO'S TOWN TAVERN" and"MARTINI BAR" BRANDS[insert logos and other works and designs likely to appear in the establishments]Marino —Martini Bar AgCADocurnents and Settings1Ricit SirneonelLocal SettIngs1Temporary Internet FllesIOLK4IMARINO - MARTINILICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111.doe 1.27.2005,05.34.00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 23 of 5202/16/05 09:07 FAX [2012/014EXHIBIT CMaterials and Specifications Supplied by Theme X.MenusRecipesBeverage Glass DesignsPainting Scheme SpecificationsInsert other stuff provided by the licensor to make these Chemed restaurants like their counterparts in Florida)Marino — Martini Bar AgC0acuments and Settings1Rfch Simeonelocal Settingstiremporary Internet FilesIOLK4IMARJNO - MARTINILICENSE MARKED V4 FINAL FROM R-SIMEONE 9-111.doc 1.27.2005.06.34.00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 24 of 5202/16/05 09:07 FAX @1013/014EXHIBIT "D". Definition of Gross SalesFor purposes of the Mark License Agreement to which this exhibit is attached, the term "Gross Sales" shall have the meaning setforth on this Exhibit. Further, in this definition, "Licensee" shall refer to Florida Hooters LLC and 'Licensor shall refer to LagsVentures, Inc.(A) The term "Gross Sales" shall mean: the total price charged for all LICENSOR Intellectual Property, licensed goods,merchandise, tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino comp or discount, credit, time basis orotherwise, without reserve or deduction for inability or failure to collect, including, but not limited to, the following: (i) orders received orfilled at any LICENSOR Intellectual Property restaurant or bar within the Hotel Casino made by mail, telephone, the internee or othermeans; (ii) sales by means of mechanical and other vending machines in any LICENSOR Intellectual Property restaurant or bar within theHotel Casino; (iii) all door, entrance or cover fees for events within any LICENSOR Intellectual Property restaurants or bee (iv) all grossincome received from any LICENSOR Intellectual Property restaurant, bar or retail operations in, at, on or from the LICENSOR IntellectualProperty restaurants or bars (including, without limitation, the type of transactions described above); and (v) any other LICENSORIntellectual Property branded food or merchandise sales occurring on or about the Hotel Casino, which in the ordinary course of businesswould be credited or attributed to the operation of LICENSOR Intellectual Property restaurant or bar sales at or the Hotel Casino andwhich are neither included In nor excluded from Gross Sales by the other provisions of this instrument, but without any duplication; and inall cases without deduction or allowance for cost of inventory, or other costs or expenses of purchasing, selling and transporting, or othercosts or expenses related to overhead or franchise fees or taxes, except as specifically provided below.(B) There shall not be included, or if included in the calculation of Gross Sales, there shall be deducted, as the case maybe, provided that specific record is made at the time of each transaction: (I) the actual net amount of refunds where the item is returned bythe purchaser to and accepted by Licensee; (II) discount coupons and other discounts, promotions and giveaways, credits or allowancesactually made or allowed by Licensee in accordance with reasonable business practices upon transactions included within Gross Sales(and not purchased through the Internet except to the extent such sale is included in Gross Sales) ; provided, however, that anygiveaway, discount, comp or any other such guest benefit generated by or from the Hotel Casino (and not in the ordinary course ofrestaurant operations) shall not be deducted from Gross Sales regardless of the reimbursement mechanism by the Hotel Casino to therestaurant, bar or retail establishment using the LICENSOR Intellectual Property; (ii) sales or other taxes (including liquor taxes), paiddirectly or Indirectly by the customer, collected by Licensee and actually paid to the governmental taxing authorities; (iii) the exchange ofmerchandise where such exchanges are made solely for the convenient operation of Licensee's business and not for the purpose ofconsummating a sale; (iv) returns to shippers or manufacturers for credit; (v) sales of fodures and/or equipment which are not part ofLicensee's stock In trade; (vi) bulk sales or wholesale transfers of merchandise not in the ordinary course of business; (vii) the amount ofany walk outs; (viii) safes to employees of Licensee at a discount; (ix) Licensees accounts receivable consisting of bad checks and baddebts; provided, however, If such accounts are actually collected later, the amounts shall be included in Gross Sales at such time,: (x)service charges levied against sales through the use of national bank cards or other similar third party credit services such as °Vise or"Mastercard" and check verification charges; (xi) the amount received from the sale of gift certificates until such certificates are treated asa sale (or otherwise recognized as income) at the hotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (xlii) proceeds ofproperty and liability insurance policies, whether or not such proceeds reflect a gain or loss from art accounting or GAAP standpoint.STATEMENTS OF GROSS SALES.Within twenty (30) days after the end of each calendar month Included in the Term, Licensee shall deliver to Licensor a writtenstatement certified by Licensee setting forth (I) the amount of Gross Sales made during such month; (11) the aggregate amount of GrossSales made during such month; (iii) the amount of deductions or exclusions from Gross Sales taken in accordance with above, if any; (iv)the aggregate consent fee due for such month; and (vi) the consent fee then due for such month.If Licensee shall fail to deliver any statement of Gross Sales when clue and does not cure such failure within ten (10) days afterwritten notice from Licensor, in addition to all of Licensor's other rights and remedies hereunder, (i) Licensee shall pay to Licensor, asadditional fees, an amount equal to $500 per day for each day such statement Is overdue; and (ii) upon not less then ten (10) days priornotice to Licensee, Licensor shall have the right to cause an audit of all books, records and bank accounts of Licensee pertaining to thelicensed activities and to prepare the statements which Licensor has failed to deliver.RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similarevidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom, Licensee shall keep at thepremises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records and other supportingdocumentation for at least three 3() years after the end of the period to which they pertain_ All such documentation shall disclose in detailall information required to permit Licensor to verify Licensee's Gross Sales and conform to, and be In accordance with, generally acceptedaccounting principles consistently applied. If the documentation Licensee is required to maintain is insufficient to permit Licensor to verifyGross Sales and exclusions therefrom, Licensor shall have the right to examine or audit Licensee's books arid records pursuant toSection below and if such examination or audit reflects an understatement in the amount of consent fee paid by Licensee, Licensee shallpay to Licensor, upon demand, the resultant deficiency in Conent Fees, together with interest thereon, as well as the cost of suchexamination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such examinationand/or audit_Licensor, its agents and employees shall have the right at any time during normal business hours after not less than ten (10)days' prior written notice to Licensee, to cause an examination or complete audit to be made of the documentation described in (Insert)and such other documentation, including, without limitation, bank accounts as Licensor shall reasonably require, provided that suchMarino – Martini Bar AgC:1Documents and Settings\Rich Simeonstocal SettIngsiTemporary Internet Fifes16LK4IMARINO - MARTINILICENSE MARKED V4 FINAL FROM ReSIMEONE 8-111.doc1.27,2005116,34.00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 25 of 5202/16/05 09:08 FAX R1014/014examination or audit is made within three (3) years after Lioansor's receipt of Licensees Gross Sales statement if any audit orexamination shall disclose that any statement of Gross Sales understates Gross Sales for the reporting period (I) to any extent, Licenseeshall pay to Licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover); and (ii) to theextent of three percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost of the audit orexamination including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such audit. if any audit isrequired under this section, or a controversy arises regarding any fees paid pursuant to this instrument, Licensee shall retain its booksand records until such audit is terminated or controversy is resolved.Marino – Martini Bar AgCADocurnents and SettingstRich Simeonelocal SetOngs1Temporary Internet FilestOLK4IMARiN0 - MARTINILICENSE MARKED V4 FINAL FROM R-SIMEONE 8-111,doo 1.27.2005.06.34.00

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 26 of 52AMENDED AND RESTATED MARK LICENSE AGREEMENTTHIS AMENDED AND RESTATED MARK LICENSE AGREEMENT (the "Agreement") is enteredinto on March 9, 2005 (the "Effective Date") by Lags Ventures, Inc., a Florida corporation("LICENSOR"), and Florida Hooters LLC a Nevada limited liability company ("LICENSEE").RECITALS(a)(b)(c)(d)(e)(f)On July 30, 2004, Licensor and Licensee entered into that certain Mark LicenseAgreement ("Original Agreement") regarding the use by 155 East Tropicana LLC, aNevada limited liability company ("Comnanv") of certain intellectual property rights.In connection with the acquisition of financing to complete certain "renovationimprovements" to open the hotel casino owned by Company as a "Hooters CasinoHotel," the lenders thereof have requested certain amendments and changes to thisinstrument.LICENSOR owns or has established rights to use the marks "DAN MARINO'S FINEFOOD & SPIRITS" and "MARTINI BAR" (operated in conjunction with Dan Marino'sFine Food & Spirits) along with certain logos for restaurant services, restaurantmerchandise and gift merchandise related thereto (the "Marks"); andLICENSEE desires the right to use or let others use the Marks for restaurant and barservices and sale of related merchandise at a hotel casino resort in Las Vegas located at115 and 155 East Tropicana Avenue, Las Vegas, Nevada 89•.09 (the "Hotel Casino");andLICENSEE desires to open new restaurants at the Hotel Casino and LICENSOR desiresto expand its brand identity into the Hotel Casino; andLICENSEE desires to license certain intellectual property from LICENSOR forLICENSEE to assign such rights to a casino operator to operate and promote restaurants,taverns, lounges and bars using the marks "DAN MARINO'S FINE FOOD & SPIRITS"and/or "MARTINI BAR".NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:LSC/ekc/17422-1/AR Martini - Marinos Ag vO2c fmal.doc1

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 27 of 521. Definitions and InterpretationsA. Definitions. The following words shall have the following meanings for the purpose of thisAgreement:(1) "Affiliate" shall mean (i) any Person that controls or ultimately controls, is controlledby or ultimately controlled by, or is under common control with such Party, (ii) any Personresulting from the merger or consolidation with such Party, or (iii) any Person that acquiresall or substantially all of a Party's assets as a going concern.(2) "Agent" shall mean the arranger and administrative agent for the lenders party to theCredit Agreement, together with its successors and assigns in such capacity.(3) "Authorities" shall mean the governmental gaming authorities that have the authorityto issue governmental gaming-related licenses.(4) "Credit Agreement" shall mean that certain Credit Agreement, to be dated as of theissue date of the Notes, (as it may be amended, restated, supplemented or otherwise modifiedfrom time to time) by and among Landlord and each of Landlord's subsidiaries identified onthe signature pages thereof, the lenders signatory thereto, and Agent.(5) "Gaming Machine" means: (a) any gaming machine, gaming device, slot machine andother device (such as a video lottery terminal that functions like a slot machine) and the like,including, without limitation, single station and multi-station devices, and as set forth in NRS463.0155, .0191 and all other relevant provisions of the Nevada Gaming Control Act (NRSChapter 463), as amended; (b) comparable provisions of other jurisdictions where suchdevices are legal.(6) "Gross Sales" shall mean the Gross Sales from the restaurants bearing the marks"DAN MARINO'S" or "MARTINI BAR" which such term is more fully defined on Exhibit"D" attached hereto and incorporated by reference herein.(7) "Hotel Casino" shall mean that certain hotel casino and all improvements on the realproperty associated therewith located at 115 East Tropicana Avenue, Las Vegas, Nevada,89109.(8) "Indenture" means the indenture or other agreement governing the Notes.(9) "Intellectual Property" shall mean all domestic, foreign, federal, state and commonlaw trademarks, service marks, domain names, Internet path names and addresses ofwhatsoever nature, trade dress, copyrights, know-how, show-how, patents, inventions(whether or not patentable), mask works, software, proprietary data, customer lists, strategicplans, financial data, and trade secrets, and all applications for registration and/or issuancewith respect to all the foregoing and whether or not any of the foregoing is registerable orpatentable, including, without limitation, with respect to all of the foregoing: (i) all goodwill;(ii) all related licenses; (iii) all parents, continuations, continuations in part, divisionals,reissues and extensions; and (iv) all moral rights.(10) "LICENSOR Intellectual Property" shall mean the Mark(s), Works, derivatives ofthe Marks and Works, or any theme, design, menu, food or drink style or trade dress andother Intellectual Property that would reasonably indicate an association or affiliation withLSCIeka/17422-I/AR Martini - Marinos Ag vO2c final.doc2

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 28 of 52the "DAN MARINO'S FINE FOOD & SPIRITS" and/or "MARTINI BAR" brands andrelated products and services, regardless of any registration or ability to register such Marks.(11) "Marks" shall mean those trademarks and service marks associated with the "DANMARINO'S FINE FOOD & SPIRITS" and "MARTINI BAR" brands, whether registered ornot, as set forth in Exhibit "A" including, without limitation, and any and all derivativesthereof.(12) "Notes" means the senior secured notes due 2012 issued by Company and 155 EastTropicana Finance Corp., a Nevada corporation, as they may be amended, restated,restructured or otherwise modified, and any other indebtedness, securities or facilities issuedor entered into in repayment of, in exchange for, or the net proceeds of which are used toextend, refinance, renew, replace, defease, discharge, redeem, tender for, repay, refund orotherwise retire or acquire for value, in whole or in part, the Notes.(13) "Notes Trustee" means the trustee for the Notes or other collateral agent for the Notesunder the Indenture.(14) "Oneratine Agreement" shall mean the Amended and Restated Operating Agreementof Company dated March 9, 2005.(15)"ga_" shall mean either LICENSOR or LICENSEE and "Parties" shall mean bothLICENSOR and LICENSEE.(16) "Person" means any individual, company (whether general or limited), limited liabilitycompany, corporation, trust, estate, association, nominee or other entity.(17) "Works" shall mean those creative works associated with the "DAN MARINO'SFINE FOOD & SPIRITS" and "MARTINI BAR" brands and which are owned byLICENSOR, including, but not limited to, the works as set forth in Exhibit "B".B. Section / Subsection References. References to a "Section" or "Subsection" shall be deemedreferences to an enumerated Section or Subsection of this Agreement. Section headings and Subsectionlabels are used for convenience and referential notation only and shall have no interpretative effect orimpact whatsoever.C. Exhibit References. References to an "Exhibit" shall be deemed references to alphabetizedExhibits attached to this Agreement and which are hereby incorporated by this reference in theAgreement.2. LICENSE & MATERIALSA. Subject to the terms and conditions of this Agreement, LICENSOR grants to LICENSEE, andLICENSEE accepts, for the Term of this Agreement, an exclusive license to use, sublicense and assignthe rights to use the LICENSOR Intellectual Property on or in association with the design, development,use and operations of restaurants, bars, taverns, lounges and other similar hospitality service businesses atthe Hotel Casino. LICENSEE shall not assign or sublease its rights under this Agreement without theprior written consent of LICENSOR.LSCJekc/17422-1/AR Martini - Marinos Ag vO2c final.doc3

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 29 of 52B. LICENSOR shall provide all necessary materials and specifications for restaurants, bars, taverns,lounges and other similar hospitality service businesses using the LICENSOR Intellectual Property as setforth in Exhibit C, as may exist now or in the future.3. TERMA. Initial Term. The initial term of this Agreement shall be effective upon the Effective Date andshall remain effective until twenty (20) years after the Effective Date (the "Initial Term") unless soonerterminated in accordance with the terms and conditions hereof.B. Extended Term. LICENSEE may extend the term of this Agreement upon at least thirty (30)days written notice prior to the expiration of the Initial Term, for an additional Ten (10) years (the"Extension Term"), provided that such an extension is in writing.4. MARK LICENSE FEESA. In consideration for the licenses granted hereunder, and commencing upon use of any of theMarks for restaurant services at the Hotel Casino, LICENSEE agrees to pay to LICENSOR during theTerm of this Agreement, a royalty equal to six percent (6%) of Gross Sales (the "Mark Fee").B. The Mark Fee owed LICENSOR shall be calculated on a monthly calendar basis (the "Mark FeePeriod") subject to any subordination or deferral as agreed upon by LICENSOR or its Affiliate, and shallbe payable no later than thirty (30) days after the termination of the preceding full calendar month.The LICENSOR agrees to subordinate the payment of the Mark Fee in favor of (i) the prior payment infull in cash of all obligations of the Company and its subsidiaries under the Credit Agreement and any ofthe Loan Documents (as defined in the Credit Agreement), (ii) the prior payment in full in cash of allobligations of the Company and its subsidiaries under the Indenture and the Notes and (iii) the EWPreferred Return (as defined in the Operating Agreement) as further set forth in the Operating Agreement.C. In addition to the Mark Fee, Licensee shall pay Licensor for all training fees, set-up fees andother start-up items customarily incurred by LICENSOR and its Affiliates in similar licensor/licenseesituations, which such fees and amounts shall not be subordinated or deferred to any other amount for anyreason.5. DEVELOPMENT AND QUALITY CONTROLA. No Use of Confusingly Similar Marks. LICENSEE shall not use, in any mariner whatsoever,during or after the Term, any Intellectual Property that is confusingly similar to the Marks and Works,which unlawfully competes with the Marks or Works or that otherwise infringes upon the IntellectualProperty rights of LICENSOR. Further, LICENSEE will not use, and will not authorize others at anytime whether during or after the Term to use, the Marks or Works as part of any corporate, business ortrading name or style.B. Registration Rights. LICENSOR will retain the sole right to apply for the registration orrenewal of trademarks, service marks and other proprietary rights for the LICENSOR IntellectualProperty and any marks incorporating any of the foregoing anywhere in the World. LICENSEE willnot,and will not authorize others to, at any time, whether during the Term or after termination of thisAgreement, apply anywhere in the world to register any trademarks or copyright works identical to orconfusingly similar to the LICENSOR Intellectual Property.LSC/ekc/17422-I/AR Martini - Marinos Ag vO2c final.doc4

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 30 of 52C. Reservation of Rights. All rights in the LICENSOR Intellectual Property other than thosespecifically granted herein are reserved to LICENSOR for its own use and benefit. LICENSEEacknowledges, except as expressly provided herein, that it will not acquire any rights of whatsoevernature in the LICENSOR Intellectual Property as a result of LICENSEE's use thereof, and that all uses ofthe LICENSOR Intellectual Property by LICENSEE will be deemed licensed uses that inure to the benefitof LICENSOR. for the purposes of delimiting the subject matter and geographic scope of LICENSOR'suse of any trademarks, service marks, trade names or trade dress included in such LICENSOR IntellectualProperty. Without limiting the foregoing, LICENSEE acknowledges that it will have no right to use theLICENSOR Intellectual Property in any manner that is not in accordance with all applicable commerciallaws, gaining laws, weights and measure laws, city ordinances, and county ordinances.D. initial Quality. The restaurant and bar design, decor and services stun be of a high quality whichis objectively comparable to the current establishment and operations at the Dan Marino's Fine Food &Spirits and Martini Bar operated in St Petersburg, FL at the retail center commonly known as Baywalk, aswell as the Dan Marino's Fine Food & Spirits located in South Miami, FL in the retail center commonlyknown as The Shops at Sunset..E. Ongoing Quality. If the quality of the restaurants, bars, lounges, taverns or other hospitalitybusinesses bearing the Marks falls below the quality as set forth in Section 5D of this Agreement, thenLICENSEE shall use its best efforts to restore such quality. In the event that LICENSEE has not takenappropriate steps to restore such quality within thirty (30) days after receiving written notification fromLICENSOR, LICENSOR shall have the right to terminate this Agreement and require that theLICENSEE cease using the LICENSOR Intellectual Property.F. Inspection. The LICENSEE agrees to permit LICENSOR or its representative to inspect thefacilities where the restaurants, bars, lounges, taverns or other hospitality businesses bearing the Marksare located, provided such inspection is during regular business hours, and does not unreasonably disruptLICENSEE's business.6. INDEMNITYA. LICENSEE shall indemnify, defend, and hold harmless LICENSOR, its affiliates, and managers,directors, officers, agents and employees, at its sole expense, against any and all proceedings, suits,claims, demands, causes of action, debts or liabilities, including reasonable attorneys' fees and amountspaid in settlement arising out of or in connection with: (1) LICENSEE's breach of any representation,warranty, covenant, restriction or other agreement contained in this Agreement; and (2) any claim orallegation of a third party of personal injury or property damage attributable to the acts, omissions ornegligence of LICENSEE or LICENSEE's employees or agents in connection with LICENSEE's use ofthe LICENSOR Intellectual Property or, including any other use of any goods or services bearing theMarks.B. LICENSOR shall indemnify, defend and hold harmless LICENSEE, its affiliates, and managers,directors, officers, agents and employees, at its sole expense, against any and all proceedings, suits,claims, demands, causes of action, debts or liabilities, including attorneys' fees and amounts paid insettlement arising out of or in connection with: (1) LICENSOR's breach of any representation, warranty,covenant, restriction or other agreement contained in this Agreement; and (2) any claim or allegation of athird party related to LICENSEE'S use of the LICENSOR Intellectual Property or rights licensed byLICENSOR or obtained by LICENSEE pursuant to this Agreement, which does not arise from anynegligence or misconduct on the part of LICENSEE.LSC/ckc/17422-1/AR Martini - Marinas Ag vO2c final.doc5

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 31 of 52C. Claims Procedures. With respect to any claims falling within the scope of the foregoingindemnifications: (a) each Party agrees promptly to notify the other of and keep the other fully advisedwith respect to such claims and the progress of any suits in which the other Party is not participating; (b)each Party shall have the right to assume, at its sole expense, the defense of a claim or suit made or filedagainst the other Party; (c) each Party shall have the right to participate, at its sole expense, in any suitinstituted against it and to approve any attorneys selected by the other Party to defend it, which approvalshall not be unreasonably withheld or delayed; and (d) a Party assuming the defense of a claim or suitagainst the other Party shall not settle such claim or suit without the prior written approval of the otherParty, which approval shall not be unreasonably withheld or delayed.7. INTELLECTUAL PROPERTYA. LICENSOR hereby warrants, represents and covenants that it has the right to use the marks"DAN MARINO'S FINE FOOD & SPIRITS" and "MARTINI BAR" and other LICENSOR IntellectualProperty for use with and on restaurants, bars, taverns, lounges and other similar hospitality servicebusinesses.and that LICENSOR has secured all rights conveyed hereunder, including, but not limited to,the rights of publicity to license the use of Dan Marino's name for the uses contemplated in thisAgreement.B. LICENSOR hereby warrants, represents and covenants that it is duly organized, validly existingand in good standing under the laws of the state of its incorporation and has all requisite corporate powerand authority to carry on its business as now being conducted or proposed to be conducted.C. LICENSOR and LICENSEE each hereby warrant, represent and covenant that each respectiveparty has all requisite corporate power and authority to enter into this Agreement and to consummate thetransactions contemplated hereby. The execution and delivery of this Agreement and the consummationof the transactions contemplated hereby have been duly authorized by all necessary and appropriatecorporate action on the part of LICENSOR and LICENSEE, respectively. This Agreement has been dulyexecuted and delivered by the parties and constitutes the legal, valid and binding obligation ofLICENSOR and LICENSEE, enforceable in accordance with its terms, except as such enforceability maybe limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors' rights generally and subject to general principles of equity.D. LICENSOR hereby warrants, represents and covenants that there is no litigation pending orthreatened against LICENSOR or the LICENSOR Intellectual Property that would in any way limit orotherwise affect its ability to perform its obligations under this Agreement or the enforceability hereof.E. LICENSEE acknowledges, understands, and agrees that LICENSOR shall retain all right, titleand interest in the LICENSOR Intellectual Property as well as any modifications made to, or derivativesbased on, the LICENSOR Intellectual Property created by or on behalf of LICENSEE.F. LICENSEE agrees to execute any documents reasonably requested by LICENSOR to effect anyof the above provisions.G. LICENSEE agrees that its use of the Marks inures to the benefit of LICENSOR and thatLICENSEE shall not acquire any rights in the Marks, except as provided under this Agreement.8. LICENSE VALUABLE.LSCJekcfl7422-1/AR Martini - Marinos Ag vO2c fmal.doc6

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 32 of 52A. LICENSEE acknowledges and agrees that the use of the Mark "Martini Bar" and the operation ofa bar in conjunction with the operation of "Dan Marino's Fine Food & Spirits" is unique and valuable tothe LICENSOR Intellectual Property as a whole. LICENSEE shall continue to use "Martini Bar" Markalong with the "Dan Marino's Fine Food & Spirits" Mark, all as a part of the LICENSOR IntellectualProperty, and pay the Mark Fee unless and until such time as good cause is established to cease such use.9. INFRINGEMENTA. LICENSEE shall promptly provide written notice to LICENSOR upon learning of any potential,unlawful infringement of the rights licensed under this Agreement within the United States. LICENSORshall have the right, in its discretion, to institute and prosecute lawsuits against third persons within theUnited States for infringement of the rights licensed in this Agreement. If LICENSOR does not institutean infringement suit within thirty (30) days of LICENSEE'S written notice of such potential infringement,LICENSEE may institute and prosecute such lawsuit, at LICENSEE' s sole cost and expense.B. Any lawsuit shall be prosecuted solely at the cost and expense of the party bringing suit, and allsums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of theamount of reasonable attorneys' fees and other out of pocket expenses of such suit, shall be retained bythe party bringing the suit.C. Upon request of the party bringing the lawsuit, the other party shall execute all papers, testify onall matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any suchlawsuit. The party bringing suit shall reimburse the other party for the reasonable attorneys' fees andexpenses incurred as a result of such cooperation.10. GAMINGA. LICENSEE To Pursue Own License. LICENSEE shall not operate any Gaining Machine froma property bearing the Marks unless LICENSEE has received all required state, city, and county licensesrequired to operate Gaming Machines. All efforts and expenses required for LICENSEE to receive allrequired state, city, and county licenses required to operate Gaming Machines shall be at the sole effort ofLICENSEE and at the sole expense of LICENSEE.B. LICENSOR Cooperation. LICENSOR shall promptly cooperate with the reasonable requests ofLICENSEE in providing any information required by the Authorities to enable LICENSEE to receive allrequired state, city, and county licenses required to operate Gaming Machines.11. GENERAL PROVISIONSA. Independent Parties. The Parties are independent contractors. No partnership or joint venture isintended to be created by this Agreement, nor any principal-agent or employer-employee relationship.Neither Party has, and neither Party shall attempt to assert, the authority to make commitments for or tobind the other Party in any manner whatsoever. Although this Agreement contains covenants with respectto confidential information, this Agreement does not constitute and shall not be construed as constitutinga partnership or joint venture, and the Parties disclaim any other intent to create a fiduciary relationshipbetween them.B. Notices. Notices herein will be delivered and effective as follows: every notice required orcontemplated by this Agreement to be given by either Party shall be in writing and may be given by handdelivery, by overnight commercial courier delivery service or Express Mail, by telecopy, or by certifiedISC/ekcil 7422-1/AR Martini - Matins Ag vO2c final.doc7

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 33 of 52mail return receipt requested, addressed to the Party for whom it is intended, at the address as follows:To LICENSOR:4411 Cleveland AvenueFt. Myers, Florida 33901To LICENSEE:107 Hampton Road, Suite 200Clearwater, Florida 33759Any Party may change its address for notice by giving notice to the other Party of the change. Any noticeunder this Agreement shall be deemed delivered on the date of hand delivery; the next business day afterdelivery to an overnight commercial courier service or to the United States Postal Service for ExpressMail for delivery on the next business day; the date telecopied, if electronic confirmation of delivery isobtained and retained; or three (3) days after mailing by certified mail return receipt requested.C. Choice of Law. This Agreement shall be construed according to the substantive and procedurallaws of the State of FLORIDA, United States of America, without regard to its conflicts of lawsprinciples. LICENSEE hereby irrevocably consents to jurisdiction and venue in the courts sitting in theState of FLORIDA (or the federal courts sitting in and for the State of FLORIDA).D. Assignment. Neither Party may assign this Agreement, in whole or in part, without the otherParty's prior written consent (which will not be unreasonably withheld or delayed), except that eitherParty may assign this Agreement to a subsidiary or affiliate. Whenever in this Agreement one of theParties hereto is named or referred to, the successors and assigns of such parties shall be included, and allcovenants and agreements contained in this Agreement by or on behalf of the Parties shall be bindingupon and inure to the benefit of their respective successors and assigns, whether so expressed or not.Notwithstanding the foregoing restriction on assignment or transfer in this Paragraph 11(D), LICENSOR,LICENSEE and Company hereby consent to (a) a transfer of this Agreement to, and/or (b) the terminationof this Agreement by, the Notes Trustee, Agent (or assignee thereof) or a purchaser in a foreclosure saleupon the occurrence of an "Event of Default" (as defined in the Indenture or the Credit Agreement).E. Waiver of Jury Trial. The Parties irrevocably waive all rights to trial by jury in any action,proceeding or counterclaim.F. Dispute Resolution Procedure. Prior to any legal proceeding to resolve any material issue thatmay arise between the Parties in connection with this Agreement, the Parties agree that they shall try toresolve such issue between them through the "Dispute Resolution Procedure" by conference of officers ofLICENSOR and LICENSEE as follows. The parties shall refer the issue to the President of LICENSORand the President of LICENSEE. Such procedures shall be invoked by either Party by presenting to theother a "Notice of Request for Resolution of Dispute" (a "Notice") identifying the issues in dispute to beaddressed. A telephone conference of the designated officers (or another officer designated by a party,provided such officer is of similar stature in his/her respective company) will be held within five (5)business days after the delivery of the Notice. Before filing any court action, the Parties agree first to tryin good faith to timely settle the dispute through non-binding mediation before resorting to litigation.Such mediation shall be initiated within ten (10) business days of the Parties' failing to resolve the issuesLSC/ekc/17422-1/AR Martini - Merinos Ag vO2c final.doc8

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 34 of 52by themselves, by submitting a Request for Mediation to the National Arbitration Form, MediationCoordinator, 1700 West Highway 36, 500 Rosedale Towers, St. Paul, MN 55113, and shall be conductedaccording to the mediation rules of the National Arbitration Forum. The Parties agree to share the cost ofany mediation equally.G. Partial Invalidity. In the event that any portion of this Agreement shall be unenforceable inwhole or in part, said provision shall be limited or curtailed to the extent necessary to bring it within therequirement of present or future law, and this Agreement shall be construed as if said provision had beenincorporated herein as so limited, or as if said provision has not been included herein, as the case may be.H. Incorporation. This Agreement constitutes the entire understanding and agreement between theParties with regard to the subject matter herein, and the Parties further agree that this Agreementexpressly supersedes any and all prior agreements or communications between the Parties, whether oralor written, in connection with the subject matter hereof. This Agreement may not be amended, modifiedor changed except by a writing executed by both Parties hereto.Waiver. None of the terms of this Agreement, including this section, or any term, right, orremedy herein shall be deemed waived unless such waiver is in writing and signed by the Party to becharged therewith. No written waiver shall excuse the performance of any act other than as specificallyreferenced therein, and no waiver shall be deemed or construed to be a waiver of such terms or conditionsfor the future or any subsequent breach thereof.J. Binding on Successors. This Agreement will be binding upon and inure to the benefit of theParties and their successors and assigns permitted by this Agreement.K. Representation by Counsel - Mutual Negotiation. Each Party has had the opportunity to berepresented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore bedeemed to have been negotiated and prepared at the joint request, direction, and construction of theParties, at arm's length, with the advice and participation of counsel, and will be interpreted in accordancewith its terms without favor to any Party. The Parties hereto and their respective counsel have reviewedthis Agreement, and the normal rule of construction to the effect that any ambiguities in this Agreementare to be resolved against the drafting Party are not to be employed in the interpretation of thisAgreement.L. Compliance with Regulatory Agencies. Each Party specifically acknowledges that the otherParty may be subject to the gaming and licensing requirements of various jurisdictions and may beobliged to take reasonable efforts to determine the suitability of its business associates. Each Party agreesto cooperate fully with the other Party in providing the other Party with any information that therequesting Party deems necessary or appropriate in assuring itself that the other Party possesses the goodcharacter, honesty, integrity and reputation applicable to those engaged in the gaining industry, and eachParty specifically warrants and represents to the other that there is nothing in its background, history, orreputation that would be deemed unsuitable under the standards applicable to the gaming industry.Information provided by either Party pursuant to this Agreement shall be kept confidential by the otherParty to the extent reasonably possible and not used for any purpose other than compliance matters. If,during the term of this Agreement, either Party is notified by any of the Nevada Authorities that theconduct of business with the other Party (or any of its subsidiaries or affiliates) will jeopardize the firstParty's (or any of its subsidiaries' or affiliates') license or ability to be licensed, or if either Partyreasonably concludes that the other Party fails to meet the criteria set forth above, this Agreement shallterminate upon written notice (such notice shall provide a detailed explanation as to why the other Partyfails to meet the criteria set forth above) by the complaining Party unless the other Party is able, withinLSC/elccil 7422-1/AR Martini - Merinos Ag vO2c final.doc9

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 35 of 52sixty (60) days of such notice, to cure any such condition to the satisfaction of the applicable NevadaAuthority.M. Force Malenre. Neither party shall be liable for failure to perform or delay in performing anyobligation under this Agreement if the failure or delay is caused by any circumstances beyond itsreasonable control, including, but not limited to, acts of God, war, civil commotion or industrial dispute("Force Majeure"). If such delay or failure continues for at least thirty (30) days, the party not subject tothe force majeure shall be entitled to terminate this Agreement by notice in writing to the other.N. Counterparts. This agreement may be executed in any number of counterparts, each of whichshall be considered an original, but all of which counterparts shall be deemed to be one and the samedocument. Parties may execute this agreement by signatures obtained through facsimile, and thosesignatures may be relied upon by the other Party as valid as if they were signed in the presence of theother Party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THISAGREEMENT IN ITS ENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TOEXECUTE THIS AGREEMENT ON BEHALF OF THE PARTY INDICATED BELOW BY HISOR HER NAME, AND AGREES ON BEHALF OF SUCH PARTY THAT SUCH PARTY WILLBE BOUND BY THOSE TERMS.[REST OF PAGE INTENTIONALLY LEFT BLANKSIGNATURE PAGE FOLLOWS]LSCAkc/17422-1/AR Martini - Matins Ag vO2c final.doc10

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 36 of 52Signature Page to Marinos/Martini Dared License AgreemegIN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a dulyauthorized representative on the day and year first written above.FLORIDA HOOTERS LLC, a Nevada limited liability companyBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: HG Casino Management, a Nevada corporationIts: ManagerBy: Lags Ventures, LLC, a Nevada limited liability companyIts: MemberBy:Dave Lageschulte, its Sole MemberLAGS VENTURES, INC.a Florida corporationBy:Name: geschulteIts: CLSC/ck017422-1/S-1

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 37 of 52Signature Page to Marinos/Martini Bar Amended Restated License AgreementIN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf by a dulyauthorized representative on the day and year first written above.FLORIDA HOOTERS LLC, a Nevada limited liability companyBy: Hooters Gaming LLC, a Nevada limited liability companyIts: MemberBy: HG Casino Management, a Nevada corporationIts: ManagerBy:Neil Kiefer, PresidentBy: Lags Ventures, LLC, a Nevada limited liability companyIts: MemberI.By:Dave Lageschulte, its Sole MemberLAGS VENTURES, INC.a Florida corporationBy:Name: Dave geschulteIts:,—1SC/0k/17422-US-1

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 38 of 52EXHIBIT ATHEME X TRADEMARKS IN CONNECTION WITH THE THEME X BRANDMark Serial # Registration #DAN MARINO'S TOWN TAVERNMARTINI BAR[insert logos and other marks and logos likely to appear in the establishments]ESC/ekcil 7422-1/Exhibits - i

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 39 of 52EXHIBIT BTHEME X COPYRIGHTS/CREATIVE WORKS IN CONNECTION WITH THE "DANMARINO'S TOWN TAVERN" and "MARTINI BAR" BRANDS[insert logos and other works and designs likely to appear in the establishments]LSC/ekc/17422-1/Exhibits -

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 40 of 52EXIIIBTr CMaterials and Specifications Supplied by Theme X.MenusRecipesBeverage Glass DesignsPainting Scheme Specifications[insert other stuff provided by the licensor to make these Chemed restaurants like their counterparts inFlorida]LSC/ekc/17422-1/Exhibits -

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 41 of 52EXHIBIT "D"Definition of Gross SalesFor purposes of the Mark License Agreement to which this exhibit is attached, the term "Gross Sales" shall havethe meaning set forth on this Exhibit. Further, in this definition, "Licensee" shall refer to Florida Hooters LLCand "Licensor" shall refer to Lags Ventures, Inc.(A) The term "Gross Sales" shall mean: the total price charged for all LICENSOR Intellectual Property,licensed goods, merchandise, tickets, beverages and food sold, whether for cash or on a charge, Hotel Casino comp ordiscount, credit, time basis or otherwise, without reserve or deduction for inability or failure to collect, including, but notlimited to, the following: (i) orders received or filled at any LICENSOR Intellectual Property restaurant or bar within theHotel Casino made by mail, telephone, the internet or other means; (ii) sales by means of mechanical and other vendingmachines in any LICENSOR Intellectual Property restaurant or bar within the Hotel Casino; (iii) all door, entrance orcover fees for events within any LICENSOR Intellectual Property restaurants or bar; (iv) all gross income received fromany LICENSOR Intellectual Property restaurant, bar or retail operations in, at, on or from the LICENSOR IntellectualProperty restaurants or bars (including, without limitation, the type of transactions described above); and (v) any otherLICENSOR Intellectual Property branded food or merchandise sales occurring on or about the Hotel Casino, which in theordinary course of business would be credited or attributed to the operation of LICENSOR Intellectual ' uperty restaurantor bar sales at or the Hotel Casino and which are neither included in nor excluded from Gross Sales by the otherprovisions of this instrument, but without any duplication; and in all cases without deduction or allowance for cost ofinventory, or other costs or expenses of purchasing, selling and transporting, or other costs or expenses related to overheador franchise fees or taxes, except as specifically provided below.(B) There shall not be included, Qr if included in the calculation of Gross Sales, there shall be deducted, as thecase may be, provided that specific record is made at the time of each transaction: (i) the actual net amount of refundswhere the item is returned by the purchaser to and accepted by Licensee; (ii) discount coupons and other discounts,promotions and giveaways, credits or allowances actually made or allowed by Licensee in accordance with reasonablebusiness practices upon transactions included within Gross Sales (and not purchased through the internet except to theextent such sale is included in Gross Sales) ; provided, however, that any giveaway, discount, comp or any other suchguest benefit generated by or from the Hotel Casino (and not in the ordinary course of restaurant operations) shall not bededucted from Gross Sales regardless of the reimbursement mechanism by the Hotel Casino to the restaurant, bar or retailestablishment using the LICENSOR Intellectual Property; (ii) sales or other taxes (including liquor taxes), paid directly orindirectly by the customer, collected by Licensee and actually paid to the governmental taxing authorities; (iii) theexchange of merchandise where such exchanges are made solely for the convenient operation of Licensee's business andnot for the purpose of consummating a sale; (iv) returns to shippers or manufacturers for credit; (v) sales of fixtures and/orequipment which are not part of Licensee's stock in trade; (vi) bulk sales or wholesale transfers of merchandise not in theordinary course of business; (vii) the amount of any walk outs; (viii) sales to employees of Licensee at a discount (ix)Licensees accounts receivable consisting of bad checks and bad debts; provided, however, if such accounts are actuallycollected later, the amounts shall be included in Gross Sales at such time,; (x) service charges levied against sales throughthe use of national bank cards or other similar third party credit services such as "Visa" or "Mastercard" and checkverification charges; (xi) the amount received from the sale of gift certificates until such certificates are treated as a sale(or otherwise recognized as income) at the hotel/casino/restaurant pursuant to Licensee's bookkeeping practices; (xiii)proceeds of property and liability insurance policies, whether or not such proceeds reflect a gain or loss from anaccounting or GAAP standpoint.(C)STATEMENTS OF GROSS SALES.Within twenty (30) days after the end of each calendar month included in the Term, Licensee shall deliver toLicensor a written statement certified by Licensee setting forth (i) the amount of Gross Sales made during such month; (ii)the aggregate amount of Gross Sales made during such month; (iii) the amount of deductions or exclusions from GrossSales taken in accordance with above, if any; (iv) the aggregate consent fee due for such month; and (vi) the consent feethen due for such month.LSCielcc/17422-1/Exhibits - iv

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 42 of 52If Licensee shall fail to deliver any statement of Gross Sales when due and does not cure such failure within ten(10) days after written notice from Licensor, in addition to all of Licensor's other rights and remedies hereunder, (i)Licensee shall pay to Licensor, as additional fees, an amount equal to $500 per day for each day such statement isoverdue; and (ii) upon not less than ten (10) days prior notice to Licensee, Licensor shall have the right to cause an auditof all books, records and bank accounts of Licensee pertaining to the licensed activities and to prepare the statementswhich Licensor has failed to deliver.(D) RECORDS AND AUDITS.The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt orsimilar evidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom.Licensee shall keep at the premises or at the home or regional office of Licensee, a general ledger, sales receipts, salesrecords'and other supporting documentation for at least three 30 years after the end of the period to which they pertain.All such documentation shall disclose in detail all information required to permit Licensor to verify Licensee's Gross Salesand conform to, and be in accordance with, generally accepted accounting principles consistently applied. If thedocumentation Licensee is required to maintain is insufficient to permit Licensor to verify Gross Sales and exclusionstherefrom, Licensor shall have the right to examine or audit Licensee's books and records pursuant to Section below andif such examination or audit reflects an understatement in the amount of consent fee paid by Licensee, Licensee shall payto Licensor, upon demand, the resultant deficiency in Conent Fees, together with interest thereon, as well as the cost ofsuch examination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor in conductingsuch examination and/or audit.Licensor, its agents and employees shall have the right at any time during normal business hours after not lessthan ten (10) days' prior written notice to Licensee, to cause an examination or complete audit to be made of thedocumentation described in (insert) and such other documentation, including, without limitation, bank accounts asLicensor shall reasonably require, provided that such examination or audit is made within three (3) years after Licensor'sreceipt of Licensees Gross Sales statement. If any audit or examination shall disclose that any statement of Gross Salesunderstates Gross Sales for the reporting period (i) to any extent, Licensee shall pay to Licensor upon demand theresultant deficiency in Consent Fees, together with Interest thereon (need to cover); and (ii) to the extent of three percent(3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the cost of the audit orexamination including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such audit. Ifany audit is required under this section, or a controversy arises regarding any fees paid pursuant to this instrument,Licensee shall retain its books and records until such audit is terminated or controversy is resolved.LSC/ekc/17422-1/Exhibits - v

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 43 of 52AMENDMENT AND ACKNOWLEDGMENT TO MARK LICENSE AGREEMENTTHIS AMENDMENT AND ACKOWLEDGEMENT TO MARK LICENSE AGREEMENT("Amendment") is entered into on this a itArtlay of FF ti7 am .404112006 (the "Effective Date") by 155 EastTropicana, LLC, a Nevada limited liability company (hereinafter "155 LLC"), Florida Hooters, LLC a Nevadalimited liability company (hereinafter "FLH LLC") and Lags Ventures, Inc., a Florida limited liability corporation(hereinafter "Lags").WHEREAS pursuant to that certain "Mark License Agreement" dated February 5, 2005 between FLH LLCand Lags, Lags granted its written permission and consent to FLH LLC to use the marks "DAN MARINO'S FINEFOOD & SPIRITS" and "MARTINI BAR" (operated in conjunction with Dan Marino's Fine Food & Spirits) alongwith certain logos for restaurant services, restaurant merchandise and gift merchandise related thereto (the "Marks")based upon the terms and conditions set forth in the Consent Agreement;WHEREAS pursuant to that certain "Operating Agreement" of 155 LLL, as part of FLH LLC's InitialCapital Contribution to 155 LLC, FLH LLC assigned its rights under the Mark License Agreement to 155 LLC; andWHEREAS the parties desire to clarify and amend, under certain circumstances the Gross Sales, as appliedto the payment of the Consent Fee.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1. Recitals. The above recitals form, constitute and shall be considered a material part of thisAmendment.2. Defined Terms. Except as otherwise defined herein, ail capitalized terms in this Amendmentshall have the same meaning that was given to such terms in the Consent Agreement, Assignment Agreement orOperating Agreement, as the case may be.3. Mark License Fees. Paragraph 4(A) shall be deleted in its entirety and replaced as follows:A. In consideration for the licenses granted hereunder, and commencing upon use of any ofthe Marks for restaurant services at the Hotel Casino, LICENSEE agrees to pay to LICENSORduring the Term of this Agreement, a royalty equal to: (i) thirteen percent ((3%) of Gross Sales(as such term is defined on Exhibit "A" attached hereto and incorporated herein by reference) forall Dan Marino related licensed good K 413.4igtAgritataliefirliSt6MgfiftilitAW6116111**Wail s " Ax..grgt14§114,:tin ergenrk6°4),RI IlAtimgyrosvS col ecttvelyreferred to as the "Mark Fee").4. Gross Sates. The following shall be added to the last sentence of subsection (B) of the definitionof Gross Sales contained within Exhibit "A" of the Mark License Agreement:Notwithstanding anything contained herein to the contrary LICENSEE shall not receive a MarkFee for (1) any comp, giveaway, discount coupons or other discounts, promotions and giveaways,credits or allowances actually made or allowed by Licensee in accordance with reasonablebusiness practices; and (ii) any gross income received from the Casino Bar outside and adjacent toDan Marino's.5. Remaining Agreement. Except as amended herein, all terms, conditions and provisions of theMark License Agreement shall remain in full force and effect.6. Amendment Controls. In the event of any conflict between any Agreement and thisAmendment, the provisions of this Amendment shall control.7. Representation by Counsel - Mutual Negotiation. Each party has had the opportunity to berepresented by counsel of its choice in negotiating this Amendment. This Amendment shall therefore be deemed tohave been negotiated and prepared at the joint request, direction, and construction of the parties, at arm's length,with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor toany party. The parties hereto and their respective counsel have reviewed this Amendment, and the normal rule of

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 44 of 52construction to the effect that any ambiguities in this Amendment are to be resolved against the oraning party arcinapplicable to this Amendment.8. Counterparts. This Amendment may be executed in any number of counterparts, each of whichshall be considered an original, but all of which counterparts shall be deemed to be one and the same document. Theparties may execute this agreement by signatures obtained through facsimile, and those signatures may be reliedupon by the other party as valid as if they were signed in the presence of the other party.EACH PERSON SIGNING BELOW REPRESENTS THAT HE OR SHE HAS READ THIS CONSENT INITS ENTIRETY, UNDERSTANDS ITS TERMS, IS DULY AUTHORIZED TO EXECUTE THISCONSENT ON BEHALF OF THE PARTY INDICATED BELOW BY HIS OR HER NAME, AND AGREESON BEHALF OF SUCH PARTY THAT SUCH PARTY WILL BE BOUND BY THOSE TERMS.[N WITNESS WHEREOF, each party has caused this Consent to be executed on its behalf by a duly authorizedrepresentative on the day and year first written above.155 East Tropicana, i CFlorida Hoot s, LLC/By: Ve/Name/Title: Cc-- IDate: 4-71 /Lags Vent es, IncBy:Name/Title:Date:,c)et t.-C et21.71;"7/6By:Name/Title: C ezDate: to/Afot.

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 45 of 52TERMEVellegOrIVIARRUCTii1.5- 'WO:40W ..97 g.4 _ •-• OtNig. • : :. ,.:CrtrretirtiO4**hiti011it$.3000itit#:‘ onJ - ' dy oNoVpmer1t- 4ZO.101kir 475:5' '.:14$441* 144 ife.. .. ada t j... 11flj Ar„. . .rixel; ottith,:iikki*AttAximkuitiU41011 -6.#,Itfo: **OA .. 100#0.' - ....:::::-.::.•,:•Lags %dint, Id., .a.vii*WiliAialiiiNIftOr' . ,. "-. ::::440§0**: : •- - '90.31EA. ,garki*4 ottai.0.16:Z gitie];•Itep;.vtien .Fut LLC ai Lags Lass •.iise.themiiiks:1)ffirNM :MOT. :$44.0• e144ton.rtt 010_. :reStiu4kgio. . . 01406 'Wfif444 : 14: s. tbe. . (Mark nee 7bitstrituponditr.-teitititho ttiøns-:/0wattftritt***10isitteert-WFMR104.,,putsiiantilvibAkOrp,.", •Now *.wilittig 11$'' r• ...eonsideratJen, thdf-ti0.10f;-and OM- •• hereby agree fts..fhlbitivi:1: ..itt!Ott:. T.1-i4.ttilav0- -"veoftaiktot.4 USPAtr.4c.1:47*44i7i....•2. Ireshim uniiiiiiticwo** : .064 . 01-1:4terktrgition Dfite,, :1-15 . , . _tkry stefeitiiieitii iis6; ••eiriatjtrarihdlie4 " 1 •3. Pavineut. As.of the Terriliftationtivel_the .A•Ria ... ._Pees .oviettActiaagslhiltho .gaielitated aS . the tr4aLpayineArAile b_y .'05 140. • 110640* :.4,0footoitto.t..4.7.1*-:::::::..Pees, es sertork.ti'..pgivitphAO.); :gr-jhe.Agjer40,*C0:1*.titt0A1.4.7*.**4-10**04.; .., : ::•: 7••• ; :•. ': •• thatretrilihtfir4114rOliffiter,O.O.

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 46 of 52MittuitAilk•400. ..........totiose6;::44qlidki.1411411Y and: i f •.of action;. guits,:clebti.,:40s; sums of 249:14i.it.s,-.041k01.04411041100,0.0* 19.)*01714 .. ::31.70#44,. i.Jogoot*..*:441*1-4.$e*.fiWit!/.1U4S: Ai:14 •'Ar- • itgx*::4111.q.4030*;:#0_1.40i.....4 •v... . •_V411.6- . Orat. . . • - - • . •••_ • • • • •b. 15.$ -lie i•S,C.• • • :155:-. ttie ,incliixid.00.W. *nitcolleOveiY,iteTeVyrtr Aitei..telOggiAo.q*;:skzosrx,rigut-fyoxpr;tlisebaxse.:':_,..........„. ..... 'tm yin sgesotatm• -..,-- •..g. -. g. .F.geM0. ..jt41.14 • 0 *1 'It0000Far4..o .f*gpfti460:01ii:.liripOi.... , ,:,..ilt 61404400.4 0t0.01:6118, tango, :witil,the- advice and!,unsulviprits:teriAt...WKluti tavpr...to,fwpagy... Me pgt*.s;iieret4r Ail.. .. VITO ', 09.1x0.4;:ie*.iev5feir iiii$:!-Attilthintiali440.110104# ,AgrOal**:*0.46;,440,: _• . .,. .644 .0:;:i . ....., :664;thic,atiyawvitipillowtoodAt4iind,21044.6. . . ... ... - •:.,tie b-1.4* ,eni litioott;,!Irr-to resolved::..•. •... . - " .. ..OA *14Itii)a .:P.OY. *ii10iiii*1#40.*:A!*******. 7.... Atftwitiv.WritUi.: :, . ... ..:6-1.0i#Of iiilYtaili41(00.:' . .f.ṡ**0**4.20:iii4.1tf10t e.C14011. :C5r:''iiii.V.:-- ---.14.0;.14 ....*-0440::*0 . ..:: .-...--. . .. - 4-1**it' .., . Pr.-40 '

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 47 of 52::0-0w4g0,appo*yei.towc, • ba. Final:.Agie.Ocent., TOrniiiop • aid 4.01*e• repAsOlgs the. ii0**EirgfilkiAt1)eOritendetis ' 4 ,1:1 de44;*alto_ • —. ' . ....rii'ii0: ;i,'O"iiita.zumlier„cif-15440g1!: .,. _ . toitie,mam:marts' gly4it i*:::$60.61: ' - - 3- - - . ,tneJO .. . . 4.,4igtemtuttY siogges,obtati10:iithroU . 0.01 - .,.A. :C1.0-410i );.0s' rii4;!tiF:.$. 41ilP OP.-- ."the oTherpat, as valkt ;Asir "*e.y Attire .,stned-44 thkrotettop,044e:opqp: ty: - . ' : . . ..

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 48 of 52EXHIBIT 5

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 49 of 52'ricoAugust 23, 2004Ma$ceting Proposal for Hooters Casino HotelThe following proposal is based on our estimate of the scope of work requiredto initiate and maintain a strategic marketing plan and to accomplish the goals andobjectives necessary for the initial impact and continued growth and success ofthe Hooters Casino Hotel,Our experienced team of professionals brings interrelated expertise to all areasof advertising and marketing, especially pertaining to the food & beverage,entertainment, and hospitality industries. It is our intent to hire additional staff asneeded in order to have the resources necessary to service the anticipated demandfor the management of a comprehensive, strategic marketing plan for 2005 andbeyond. In addition, we will be actively searching, contacting, interviewing andtraining a candidate for VP of Marketing/Brand Manager.Our team will assist in concept development and will continue to take the leadin executing strategic marketing plans, brand strategies, advertising, collateral,sales promotion, public relations and direct marketing programs. We willconstantly contribute to the Casino Hotel's business with creative thought andidea leadership.The following proposal is presented in three sections. Each section containsspecific areas of proficiency consisting of individual tasks and goals.ProposalI. Brand Imaging & MarketingOur team will be continuously developing the Hooters Casino Hotel brandidentity and the value propositions that is to be actively communicated to thetarget audience to demonstrate an advantage over competing brands, promoteaspects of the organization that lend credibility, and create awareness on a globalscale.In conjunction with the Vice President of Marketing/Brand Manager, wewill create and implement marketing of all aspects of the Casino Hotelincluding food & beverage, hospitality, gaming, entertainment, andpromotions_

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 50 of 52Page 2We will provide leadership in developing "new concept" business strategies andassist in all public relations matters.Key principals involved: Denise, Patti Jo, Chuck, Bob & New AccountRepresentative (and of course, Ed).Monthly Marketing FeeSince the scope and intensity of the work will most likely escalate, as we getCloser to the grand opening, we would like to propose our commitment ofresources in three phases. Each phase will have a monthly marketing fee attachedto it based on our anticipated workload during that phase.Phase I September 1- December 31, 2004• Extensive Planning• Research• Creative Concept Development• Strategic Marketing PlanStaffing• Image Development• Physical Renovation Consulting• Pre-Construction Imaging• Employee Imaging .• Public Relations Representation• Logo DevelopmentMonthly Fee: $ 6,500.00Phase II January I - June 30, 2005• Grand Exposure Planning• Collateral Materials Development• Develop Hooters In-Store Program• Finalize all Marketing Programs• Begin to Create Media Awareness• Begin Integration withHooters National Campaigns• Begin Production of Collateral• Finalize Media Plans• Media PlanningMonthly Fee: $ 9,500.00Phase IQ July 1, 2005 - To Grand Opening and Beyond• Aggressively Implement Advertising& Marketing Plans• Ongoing Production of Collateral• Supervise Ongoing Marketing Tasks• Plan Grand Opening Strategy & Implement

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 51 of 52Page 3• Develop and Implement Restaurant,Casino, & Hotel Promotions• Talent Coordination• Public Relations & Press• Maintain and Service National & InternationalHooters In-Store PromotionsMonthly Fee: $ 12,500.002. Advertising, Marketing, & ImplementationWe will be responsible for developing advertising campaigns that are consistentwith goals set forth in the strategic marketing plan. We will provide mediabudgets, planning, buying, and placement of all outdoor, print, and broadcastmedia. Expert media negotiations and buying strategies will be implemented formaximum efficiency within the allowed budgets established at the onset of thework.Principals involved: Denise, Bob, Amy & Ncw Account Representative(and of course, Ed).Fee: Agency commissions on any media placed by Provident Advertising.3. Creative ProductionTo ensure a consistent, quality image and message is communicated to themarket, we will provide in-house services including copy writing, layout/design,art production, and photography. Print artwork will be digitally composed fortransmission to the various media outlets. Supervision of placement andproduction of all print work will ensure quality control.Principles involved: Chuck, Patti Jo, Mike, Holly, Todd, Doug & New AccountRepresentative (and of course, Ed).Fee: All creative production services will be charged on a preferred hourly or perjob bid basis.All outside contract work such as printing, shipping, ctc. will be billed separatelyon a per job basis.The client will be responsible for all reimbursable expenses including all travel andrelated direct expenses associated with the ongoing servicing of the account_

Case 11-22216-bam Doc 16-3 Entered 08/01/11 18:20:48 Page 52 of 52Page 4During the course of our relationship, if it is determined that the anticipated scope ofthe work has substantially diminished or expanded, we understand that both partiesare amenable to modification of the current fee structure as circumstances maydictate.Either party may terminate this agreement by thirty (30) days' prior written notice tothe other party.*et--Title:C‘°Date: 0:11/1/Approved by:

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 1 of 45EXHIBIT 6

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 2 of 45Execution VersionCREDIT AGREEMENTby and among155 EAST TROPICANA, LLCandEACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETOas Borrowers,THE LENDERS THAT ARE SIGNATORIES HERETOas the Lenders,andWELLS FARGO FOOTHILL, INC.as the Arranger and Administrative AgentDated as of March 29, 2005LA/1099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 3 of 45TABLE OF CONTENTSEme1. DEFINITIONS AND CONSTRUCTION1.1 Definitions 11.2 Accounting Terms 11.3 Code 11.4 Construction 11.5 Schedules and Exhibits 22. LOAN AND TERMS OF PAYMENT 22.1 Revolver Advances 22.2 [Intentionally Omitted] • 22.3 Borrowing Procedures and Settlements 22.4 Payments 72.5 Overadvances 82.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations 92.7 Cash Management 102.8 Crediting Payments 102.9 Designated Account 112.10 Maintenance of Loan Account; Statements of Obligations 112.11 Fees 112.12 Letters ofCredit 112.13 LIBOR Option 142.14 Capital Requirements 162.15 Joint and Several Liability of Borrowers 163. CONDITIONS; TERM OF AGREEMENT 183.1 Conditions Precedent to the Initial Extension of Credit 183.2 Conditions Precedent to all Extensions of Credit 183.3 Conditions Subsequent to Extensions of Credit 193.4 Term 193.5 Effect of Termination 193.6 Early Termination by Borrowers 194. REPRESENTATIONS AND WARRANTIES 204.1 No Encumbrances 204.2 [Intentionally Omitted] 204.3 [Intentionally Omitted) 20LA/1099295.7 -1-

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 4 of 45TABLE OF CONTENTS(continued)Page4.4 Equipment 204.5 Location of Inventory and Equipment 204.6 Inventory Records 204.7 State of Incorporation; Location of Chief Executive Office; OrganizationalIdentification Number; Commercial Tort Claims 204.8 Due Organization and Qualification; Subsidiaries 214.9 Due Authorization; No Conflict 2]4.10 Litigation 234.11 No Material Adverse Change 234.12 Fraudulent Transfer 234.13 Employee Benefits 234.14 Environmental Condition 234.15 Intellectual Property 234.16 Leases 244.17 Deposit Accounts and Securities Accounts 244.18 Complete Disclosure 244.19 Indebtedness 244.20 Licenses and Permits 244.21 Obligations Included in Renovation Financing 255. AFFIRMATIVE COVENANTS 255.1 Accounting System 255.2 Collateral Reporting 255.3 Financial Statements, Reports, Certificates 255.4 Guarantor Reports 255.5 Inspection 255.6 Maintenance of Properties 255.7 Taxes 255.8 Insurance 265.9 Location of Inventory and Equipment 265.10 Compliance with Laws 275.11 Leases 275.12 Existence 275.13 Environmental 275.14 Disclosure Updates 27LA/1099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 5 of 45TABLE OF CONTENTS(continued)Page5.15 Control Agreements; Senior Note Collateral Accounts 275,16 Formation of Subsidiaries 285.17 Governmental Authorization. 285.18 License Renewals 285.19 Licenses and Permits 286. NEGATIVE COVENANTS 296.1 Indebtedness 296.2 Liens 306.3 Restrictions on Fundamental Changes 306.4 Disposal of Assets 306.5 Change Name 306.6 Nature of Business 316.7 Prepayments and Amendments 316.8 Change of Control 316.9 Consignments 316.10 Distributions 316.11 Accounting Methods 316.12 Investments 316.13 Transactions with Affiliates 316.14 Use of Proceeds 326.15 Inventory and Equipment with Bailees 326.16 Financial Covenants 326.17 Finance Corp Business Activities 337. EVENTS OF DEFAULT 348. THE LENDER GROUP'S RIGHTS AND REMEDIES 368.1 Rights and Remedies 368.2 Remedies Cumulative 379. TAXES AND EXPENSES 3710. WAIVERS; INDEMNIFICATION 3810.1 Demand; Protest; etc 3810.2 The Lender Group's Liability for Collateral 3810.3 Indemnification 38LA/1099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 6 of 45TABLE OF CONTENTS(continued)Page11. NOTICES 3812. CHOICE OF LAW AND VEIslUE; JURY TRIAL WAIVER 3913. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS 4013.1 Assignments and Participations 4013.2 Successors 4214. AMENDMENTS; WAIVERS 4214.1 Amendments and Waivers 4214.2 Replacement of Holdout Lender 4314.3 No Waivers; Cumulative Remedies 4315. AGENT; THE LENDER GROUP 4315.1 Appointment and Authorization of Agent 4315.2 Delegation of Duties 4415.3 Liability of Agent 4415.4 Reliance by Agent 4515.5 Notice of Default or Event of Default 4515.6 Credit Decision 4515.7 Costs and Expenses; Indemnification 4515.8 Agent in Individual Capacity 4615.9 Successor Agent 4615.10 Lender in Individual Capacity 4715.11 Withholding Taxes 4715.12 Collateral Matters 4915.13 Restrictions on Actions by Lenders; Sharing of Payments 5015.14 Agency for Perfection 5015.15 Payments by Agent to the Lenders '5015.16 Concerning the Collateral and Related Loan Documents 5015.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders;Other Reports and Information 5015.18 Several Obligations; No Liability 5115.19 Bank Product Providers 5216. GENERAL PROVISIONS 5216.1 Effectiveness 5216.2 Section Headings 5216.3 Interpretation 52LAn 099295.7-iv-

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 7 of 45TABLE OF CONTENTS(continued)Egge16.4 Severability of Provisions 5216.5 Counterparts; Electronic Execution 5216.6 Revival and Reinstatement of Obligations 5216.7 Confidentiality 5216.8 Integration 5316.9 Parent as Agent for Borrowers 5316.10 Gaining Laws and Liquor Laws 53LA/1099295.7-v-

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 8 of 45TABLE OF CONTENTSEXHIBITS AND SCHEDULESExhibit A-I Form of Assignment and AcceptanceExhibit B-1 Form of Borrowing Base CertificateExhibit C-1 Form of Compliance CertificateExhibit I-1 Form of Intercreditor AgreementExhibit L-I Form of LIBOR NoticeSchedule A-1 Agent's AccountSchedule B-1 EBITDA for Select MonthsSchedule C-1 CommitmentsSchedule D-1 Designated AccountSchedule P-1 Permitted HoldersSchedule P-2 Permitted LiensSchedule P-3 Existing InvestmentsSchedule R-1 Real Property CollateralSchedule l.1 DefinitionsSchedule 2.7(a) Cash Management BanksSchedule 3.1 Conditions PrecedentSchedule 3.3 Financing Statements to be TerminatedSchedule 4.5 Locations of Inventory and EquipmentSchedule 4.7(a) States of OrganizationSchedule 4.7(b) Chief Executive OfficesSchedule 4.7(c) Organizational Identification NumbersSchedule 4.7(d) Commercial Tort ClaimsSchedule 4.8(b) Capitalization of BorrowersSchedule 4.8(c) Capitalization of Borrowers' SubsidiariesSchedule 4.10 LitigationSchedule 4.14 Environmental MattersSchedule 4.15 Intellectual PropertySchedule 4.17 Deposit Accounts and Securities AccountsSchedule 4.19 Permitted IndebtednessSchedule 4.20 Licenses and PermitsSchedule 5.2 Collateral Reporting.Schedule 5:3 Financial Statements, Reports, CertificatesLA// 099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 9 of 45Execution VersionCREDIT AGREEMENTTHIS CREDIT AGREEMENT (this "Agreement"), is entered into as of March 29, 200S,by and among the lenders identified on the signature pages hereof (such lenders, together with their respectivesuccessors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively asthe "Lenders"), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger andadministrative agent for the Lenders (in such capacity, together with its successors and assigns in suchcapacity, "Agent"), and 155 EAST TROPICANA, LLC, a Nevada limited liability company ("Parent") andeach of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent,are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly andseverally, as the "Borrowers").WHEREAS, Parent and Finance Corp (collectively the "Senior Secured Note Issuers") and theTrustee have entered into the that certain Indenture pursuant to which, inter alia, the Senior Secured NoteIssuers will issue certain Senior Secured Notes which are secured by a continuing security interest in certainassets of the Senior Secured Note Issuers; andWHEREAS, the Borrowers have requested the Lenders to provide them with a credit facility in anaggregate principal amount of up to $15,000,000, which the Lenders are willing to do on the terms andconditions set forth herein and in the other Loan Documents;NOW, THEREFORE, in consideration of the foregoing and of the agreements contained herein, andother good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, theparties hereby agree as follows:1. DEFINITIONS AND CONSTRUCTION.1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specifiedtherefor on Schedule 1.1. Any terms defined in any of the Indenture, the Operating Agreement or the JointVenture Agreement that are incorporated herein by reference shall be construed and defined as set forth in theIndenture, the Operating Agreement or the Joint Venture Agreement, as applicable, as in effect on the ClosingDate and, if such terms use additional defined terms from the Indenture, the Operating Agreement or the JointVenture Agreement, as applicable, such additional defined terms (as set forth in the Indenture, the OperatingAgreement or the Joint Venture Agreement, as applicable, on the Closing Date) shall automatically be deemedincorporated into the defined term used in this Agreement.1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construedin accordance with GAAP. When used herein, the term "financial statements" shall include the notes andschedules thereto. Whenever the term "Borrowers" or the term "Parent" is used in respect of a financialcovenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidatedbasis, unless the context clearly requires otherwise.1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed anddefined as set forth in the Code unless otherwise defined herein, provided, however that to the extent that theCode is used to define any term herein and such term is defined differently in different Articles of the Code,the definition of such term contained in Article 9 of the Code shall govern.1.4 Construction. Unless the context of this Agreement or any other Loan Document clearlyrequires otherwise, references to the plural include the singular, references to the singular include the plural,the terms "includes" and "including" are not limiting, and the term "or" has, except where otherwise indicated,the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby,""hereunder," and similar terms in this Agreement or any other Loan Document refer to this Agreement or suchother Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement orLA/1099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 10 of 45such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit referencesherein are to this Agreement, unless otherwise specified. Any reference in this Agreement or in any other LoanDocument to any agreement, instrument, or document shall include all alterations, amendments, changes,extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto andthereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions,modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Anyreference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shallmean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of allObligations other than unasserted contingent indemnification Obligations and other than any Bank ProductObligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding andthat are not required by the provisions of this Agreement to be repaid or cash collateralized. Arty referenceherein to any Person shall be construed to include such Person's successors and assigns. Any requirement of awriting contained herein or in any other Loan Document shall be satisfied by the transmission of a Record andany Record so transmitted shall constitute a representation and warranty as to the accuracy and completenessof the information contained therein.1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shallbe deemed incorporated herein by reference.2. LOAN AND TERMS OF PAYMENT.2.1 Revolver Advances.(a) Subject to the terms and conditions of this Agreement, and during the term of thisAgreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) tomake advances ("Advances") to Borrowers in an amount at any one time outstanding not to exceed suchLender's Pro Rata Share of an amount equal to the lesser of(i) the Maximum Revolver Amount less the Letterof Credit Usage at such time and less the Bank .Product Reserve, or (ii) the Borrowing Base at such time lessthe Letter of Credit Usage at such time.(b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have theright to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, asAgent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to(i) sums that Borrowers are required to pay by any Section of this Agreement or any other Loan Document(such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amountspayable under such leases) and have failed to pay, and (ii) amounts owing by Borrowers or their Subsidiariesto any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a PermittedLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to theAgent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen,laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority underapplicable law) in and to such item of the Collateral.(c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to theterms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.2.2 [Intentionally Omitted'.2.3 Borrowing Procedures and Settlements.(a) Procedure for Borrowing. Each Borrowing shall be made by an irrevocable writtenrequest by an Authorized Person delivered to Agent. Unless Swing Lender is not obligated to make a SwingLoan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m.(California time) on the Business Day that is the requested Funding Date specifying (i) the amount of suchLiv1099295.7 2

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 11 of 45Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that ifSwing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must bereceived by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is therequested Funding Date. At Agent's election, in lieu of delivering the above-described written request, anyAuthorized Person may give Agent telephonic notice of such request by the required time. In suchcircumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours ofthe giving of such telephonic notice, but the failure to provide such written confirmation shall not affect thevalidity of the request.(b) Making of Swing Loans. In the case of a request for an Advance and so long aseither (i) the aggregate amount of Swing Loans made since the last Settlement Date plus the amount of therequested Advance does not exceed $1,500,000, or (ii) Swing Lender, in its sole discretion, shall agree to makea Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount ofsuch Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) beingreferred to as a "Swing Loan" and such Advances being referred to collectively as "Swing Loans") available toBorrowers on the Funding Date applicable thereto by transferring immediately available funds to Borrowers'Designated Account. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to allthe terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall bepayable to Swing Lender solely for its own account Subject to the provisions of Section 2.3(d)(ii), SwingLender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actualknowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfiedon the requested Funding Date for the applicable Borrowing, or (ii) the requested. Borrowing would exceed theAvailability on such Funding Date. Swing Lender shall not otherwise be required to determine whether theapplicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicablethereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent's Liens, constituteObligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base RateLoans.(c)Making of Loans.(i) In the event that Swing Lender is not obligated to make a Swing Loan, thenpromptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders,not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Dateapplicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing.Each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available toAgent in immediately available funds, to Agent's Account, not later than 10:00 a.m. (California time) on theFunding Date applicable thereto. After Agent's receipt of the proceeds of such Advances, Agent shall makethe proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferringimmediately available funds equal to such proceeds received by Agent to Administrative Borrower'sDesignated Account; provided, however that, subject to the provisions of Section 2.3(d)(ii), Agent shall notrequest any Lender to make, and no Lender shall have the obligation to make, arty Advance if Agent shall haveactual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not besatisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived,or (2) the requested Borrowing would exceed the Availability on such Funding Date.(ii) Unless Agent receives notice from a Lender prior to 9:00 a.m. (Californiatime) on the date of a Borrowing, that such Lender will not make available as and when required hereunder toAgent for the account of Borrowers the amount of that Lender's Pro Rata Share of the Borrowing, Agent mayassume that each Lender has made or will make such amount available to Agent in immediately availablefunds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption,make available to Borrowers on such date a corresponding amount. If and to the extent any Lender shall nothave made its full amount available to Agent in immediately available funds and Agent in such circumstanceshas made available to Borrowers such amount, that Lender shall on the Business Day following such FundingLAJ1099295.7 3

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 12 of 45Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each dayduring such period. A notice submitted by Agent to any Lender with respect to amounts owing under thissubsection shall be conclusive, absent manifest error. If such amount is so made available, such payment toAgent shall constitute such Lender's Advance on the date of Borrowing for all purposes of this Agreement. Ifsuch amount is not made available to Agent on the Business Day following the Funding Date, Agent willnotify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay suchamount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of suchBorrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composingsuch Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve,anyother Lender ,of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall beresponsible for the failure of any other Lender to make the Advance to be made by such other Lender on anyFunding Date.(iii) Agent shall not be obligated to transfer to a Defaulting Lender any paymentsmade by Borrowers to Agent for the Defaulting Lender's benefit, and, in the absence of such transfer to theDefaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of theLender Group ratably in accordance with their Commitments (but only to the extent that such DefaultingLender's Advance was funded by the other members of the Lender Group) or, if so directed by AdministrativeBorrower and if no Default or Event of Default had occurred and is continuing (and to the extent suchDefaulting Lender's Advance was not funded by the Lender Group), retain same to be re-advanced toBorrowers as if such Defaulting Lender had made Advances to Borrowers. Subject to the foregoing, Agentmay hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender theamount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solelyfor the purposes of voting or consenting to matters with respect to the Loan Documents, such DefaultingLender shall be deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero. ThisSection shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shallhave been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent,and Administrative Borrower shall have waived such Defaulting Lender's default in writing, or (z) theDefaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owingby Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase orotherwise affect the Commitment of any Lender, to relieve or excuse the performance by such DefaultingLender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance byBorrowers of their duties and obligations hereunder to Agent or to the Lenders other than such DefaultingLender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by suchDefaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon writtennotice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, suchsubstitute Lender to be acceptable to Agent. In connection with the arrangement of such a substitute Lender,the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and delivera completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall bedeemed to have executed and delivered such document if it fails to do so) subject only to being repaid its shareof the outstanding Obligations (other than Bank Product Obligations, but including an assumption of its ProRata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever;provided however, that any such assumption of the Commitment of such Defaulting Lender shall not bedeemed to constitute a waiver of any of the Lender Groups' or Borrowers' rights or remedies against any suchDefaulting Lender arising out of or in relation to such failure to fund.(d) Protective Advances and Optional Overadvances.(i) Agent hereby is authorized by Borrowers and the Lenders, from time to timein Agent's sole discretion, (A) after the occurrence and during the continuance of a Default or an Event ofDefault, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are notsatisfied, to make Advances to Borrowers on behalf of the Lenders that Agent, in its Permitted Discretiondeems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the. LA/1099295.7 4

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 13 of 45likelihood of repayment of the Obligations (other than the Bank Product Obligations), or (3) to pay any otheramount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expensesand the costs, fees, and expenses described in Section 9 (any of the Advances described in thisSection 2.3(d)(i) shall be referred to as "Protective Advances").(ii) Any contrary provision of this Agreement notwithstanding, the Lendershereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may,but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) toBorrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after givingeffect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than$1,500,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for andexcluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceedthe Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usageexceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reasonfor, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or anyadditional) intentional Overadvances (except for and excluding amounts charged to the Loan Account forinterest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminentharm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, togetherwith Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended toreduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amountpermitted by the preceding paragraph. In such circumstances, if any Lender with a Revolver Commitmentobjects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction orrepayment thereof shall be implemented according to the determination of the Required Lenders. Each Lenderwith a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) for theamount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender,any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resultingfrom the charging to the Loan Account of interest, fees, or Lender Group Expenses.(iii) Each Protective Advance and each Overadvance shall be deemed to be anAdvance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR RateLoan and all payments on the Protective Advances shall be payable to Agent solely for its own account. TheProtective Advances and Overadvances shall be repayable on demand, secured by the Agent's Liens, constituteObligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base RateLoans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and theLenders and are not intended to benefit any Borrower in any way,Settlement. It is agreed that each Lender's funded portion of the Advances isintended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances.Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shallnot be for the benefit of any Borrower) that in order to facilitate the administration of this Agreement and theother Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the ProtectiveAdvances shall take place on a periodic basis in accordance with the following provisions:(i) Agent shall request settlement ("Settlement") with the Lenders on a weeklybasis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect toeach outstanding Swing Loan, (2) for itself, with respect to the outstanding Protective Advances, and (3) withrespect to Borrowers' or their Subsidiaries' Collections received, as to each by notifying the Lenders bytelecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement(the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shallinclude a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advancesfor the period since the prior Settlement Date. Subject to the terms and conditions contained herein (includingSection 2.3(e)(iii)): (y) if a Lender's balance of the Advances (including Swing Loans and ProtectiveLA/1099295.7 5

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 14 of 45Advances) exceeds such Lender's Pro Rata Share of the Advances (including Swing Loans and ProtectiveAdvances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on theSettlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lendermay designate), an amount such that each such Lender shall, upon receipt of such amount, have as of theSettlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and(z) if a Lender's balance of the Advances (including Swing Loans and Protective Advances) is less than suchLender's Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a SettlementDate, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer inimmediately available funds to the Agent's Account, an amount such that each such Lender shall, upontransfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including SwingLoans and Protective Advances). Such amounts made available to Agent under clause (z) of the immediatelypreceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advancesand, together with the portion of such .Swing Loans or Protective Advances representing Swing Lender's ProRata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available toAgent by any Lender on the Settlement Date applicable thereto to the extent, required by the terms hereof,Agent shall be entitled to recover for its account such amount on demand from such Lender together withinterest thereon at the Defaulting. Lender Rate.(ii) In determining whether a Lender's balance of the Advances, Swing Loans,and Protective Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances,Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement,apply to such balance the portion of payments actually received in good funds by Agent with respect toprincipal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds ofCollateral. To the extent that a net amount is owed to any such Lender after such application, such net amountshall be distributed by Agent to that Lender as part of such next Settlement.(iii) Between Settlement Dates, Agent, to the extent no Protective Advances orSwing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that inaccordance with the terms of this Agreement would be applied to the reduction of the Advances, forapplication to Swing Lender's Pro Rata Share of the Advances. if, as of any Settlement Date, Collections ofBorrowers or their Subsidiaries received since the then immediately preceding Settlement Date have beenapplied to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as provided for in theprevious sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to theLenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall,upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During theperiod between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to ProtectiveAdvances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) withrespect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at theapplicable rate or rates payable under this Agreement on the daily amount of funds employed by SwingLender, Agent, or the Lenders, as applicable.(f) Notation. Agent shall record on its books the principal amount of the Advancesowing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing toAgent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error,conclusively be presumed to be correct and accurate.(g) Lenders' Failure to Perform. All Advances (other than Swing Loans andProtective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro RataShares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to performits obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of anyLender be increased or decreased as a result of any failure by any other Lender to perform its obligationshereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lenderfrom its obligations hereunder.LA/1099295.7 6

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 15 of 452.4 Payments.(a) Payments by Borrowers.(i) Except as otherwise expressly provided herein, all payments by Borrowersshall be made to Agent's Account for the account of the Lender Group and shall be made in immediatelyavailable funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment receivedby Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the followingBusiness Day and any applicable interest or fee shall continue to accrue until such following Business Day.(ii) Unless Agent receives notice from Administrative Borrower prior to the dateon which any payment is due to the Lenders that Borrowers will not make such payment in full as and whenrequired, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on suchdate in immediately available funds and Agent may (but shall not be so required), in reliance upon suchassumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender.If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lenderseverally shall repay- to Agent on demand such amount distributed to such Lender, together with interestthereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lenderuntil the date repaid.(b) Apportionment and Application.(i) Except as otherwise provided with respect to Defaulting Lenders and exceptas otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders),aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to theunpaid principal balance of the Obligations to which such payments relate held by each Lender) and paymentsof fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect toany agreements between Agent and individual Lenders) shall be apportioned ratably among the Lendershaving a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Allpayments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent,shall be applied as follows (provided that so long as no Event of Default has occurred and is continuing, Agentshall be entitled to apply the proceeds of Collections to reduce the balance of the Advances outstanding):(A) fa.ts ratably to pay any Lender Group Expenses then due to Agentor any of the Lenders under the Loan Documents, until paid in full,(B) second, ratably to pay any fees or premiums . then due to Agent (forits separate account, after giving effect to any agreements between Agent and individual Lenders) or any of theLenders under the Loan Documents until paid in full,paid in full,(C)(D)third, to pay interest due in respect of all Protective Advances untilfourth, to pay the principal of all Protective Advances until paid in(E) fifth, ratably to pay interest due in respect of the Advances (otherthan Protective Advances), and the Swing Loans until paid in full,(F)sixth, to pay the principal of all Swing Loans until paid in full,(0) seventh, so long as no Event of Default has occurred and iscontinuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would beLA/1099295.7 7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 16 of 45created thereby), to pay amounts then due and owing by Administrative Borrower or its Subsidiaries in respectof Bank Products, until paid in full,(H) eighth, so long as no Event of Default has occurred and iscontinuing, to pay the principal of all Advances (other than Protective Advances) until paid in full,(I) ninth, if an Event of Default has occurred and is continuing, ratably(i) to pay the principal of all Advances (other than Protective Advances) until paid in full, (ii) to Agent, to beheld by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, ascash collateral in an amount up to 105% of the Letter of Credit Usage until paid in full, and (iii) to Agent, to beheld by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amountof the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subjectEvent of Default until Borrowers' and its Subsidiaries' obligations in respect of Bank Products have been paidin full or the cash collateral amount has been exhausted,(J) tenth, if an Event of Default has occurred and is continuing, to payany other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of theBank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its PermittedDiscretion as the amount necessary to secure Borrowers' and its Subsidiaries' obligations in respect of BankProducts), and(K) eleventh, to Borrowers (to be wired to the Designated Account) orsuch other Person entitled thereto under applicable law.(ii) Agent promptly shall distribute to each Lender, pursuant to the applicablewire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to aSettlement delay as provided in Section 2.3(4(iii) In each instance, so long as no Event of Default has occurred and iscontinuing, Section 2.4(b)(i) shall not apply to any payment made by Borrowers to Agent and specified byBorrowers to be for the payment of specific Obligations then due and payable (or prepayable) under anyprovision of this Agreement.(iv) For purposes of Section 2.4(b)(i), "paid in full" means payment of allamounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees,professional fees, interest (and specifically including interest accrued after the commencement of anyInsolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not anyof the foregoing would be or is allowed or, disallowed in whole or in part in any Insolvency Proceeding.(v) In the event of a direct conflict between the priority provisions of thisSection 2.4 and any other provision contained in any other Loan Document, it is the intention of the partieshereto that such provisions be read together and construed, to the fullest extent possible, to be in concert witheach other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the termsand provisions of this Section 2.4 shall control and govern.2.5 Overadvances. If; -at any time or for any reason, the amount of Obligations owed byBorrowers to the Lender Group pursuant to Section 2.1 or Section 2.12 is greater than any of the limitations setforth in Section 2.1 or Section 2.12, as applicable (an "Overadvance"), Borrowers immediately shall pay toAgent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations inaccordance with the priorities set forth in Section 2.4(b). In addition, Borrowers hereby promise to pay theObligations (including principal, interest, fees, costs, and expenses) in Dollars in full as and when due andpayable under the terms of this Agreement and the other Loan Documents.LPJI099295.7

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 17 of 452.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.(a) Interest Rates. Except as provided in clause (c) below, all Obligations (except forundrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the LoanAccount pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows (i) if therelevant Obligation is an Advance that is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rateplus the LIBOR Rate Margin, and (ii) otherwise, at a per annum rate equal to the Base Rate plus the Base RateMargin.(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of theLenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), aLetter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.12(e)) whichshall accrue at a rate equal to 3.00% per annum times the Daily Balance of the undrawn amount of alloutstanding Letters of Credit.(c) Default Rate. Upon the occurrence and during the continuation of an Event ofDefault (and at the election of Agent or the Required Lenders),(i) all Obligations (except for undrawn Letters of Credit and except for BankProduct Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bearinterest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rateotherwise applicable hereunder, and(ii) the Letter of Credit fee provided for in Section 2.6(b) shall be increased to2 percentage points above the per annum rate otherwise applicable hereunder.(d) Payment. Except as provided to the contrary in Section 2.11 or Section 2.13(a).interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on thefirst day of each month at any time that Obligations or Commitments are outstanding. Borrowers herebyauthorize Agent, from time to time, without prior notice to Borrowers, to charge all interest and fees (when dueand payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costsprovided for in Section 2.12(e) (as and when accrued or incurred), all fees and costs provided for inSection 2.11 (as and when accrued or incurred), and all other payments as and when due and payable underany Loan Document (including any amounts due and payable to the Bank Product Providers in respect of BankProducts up to the amount of the Bank Product Reserve) to the Loan Account, which amounts thereafter shallconstitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are BaseRate Loans. Any interest not paid when due shall be compounded by being charged to the Loan Account andshall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advancesthat are Base Rate Loans.(e) Computation. All interest and fees chargeable under the Loan Documents shall becomputed on the basis of a 360 day year for the actual number of days elapsed. In the event the Base Rate ischanged from time to time hereafter, the rates of interest hereunder based upon the Base Rate automaticallyand immediately shall be increased or decreased by an amount equal to such change in the Base Rate.Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interestrate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed thehighest rate permissible under any law that a court of competent jurisdiction shall, in a final determination,deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legallyto agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that,anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of paymentexceeds the maximum allowable under applicable law, then, ipso facie, as of the date of this Agreement,Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and paymentLA/1099295.7 9

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 18 of 45received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce theprincipal balance of the Obligations to the extent of such excess.2.7 Cash Management(a) Within 60 days after the Closing Date, Borrowers shall and shall cause each of theirSubsidiaries to (1) establish and maintain mliinanagenumat-services of a type and on terms satisfactory toAgent at one or more of the banks set forth on Schedule 2.7(a) (each a "Cash Management Bank"), and shallrequest in writing and otherwise take such reasonable steps to ensure that all of their and their Subsidiaries'Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and(ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after thedate of receipt thereof,all of their Collections (including those sent directly by their Account Debtors toBorrowers or their Subsidiaries, but excluding the funds deposited into the Senior Note Collateral Accounts onthe Closing Date) into a bank account in Agent's name (a "Cash Management Account") at one of the CashManagement Banks; provided, however, that Collections consisting of casino floor revenue shall be sodeposited as collected from the casino floor (on a regular basis consistent with industry practice), and only tothe extent not maintained in the casino cage in accordance with applicable Gaming Laws (in amounts not inexcess of amounts maintained in accordance with industry practice).(b) Each Cash Management Bank shall establish and maintain Cash ManagementAgreements with Agent and Borrowers. Each such Cash Management Agreement shall provide, among otherthings, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing thedisposition of the funds in such Cash Management Account without further consent by Borrowers Or theirSubsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or rec,oupment or any otherclaim against the applicable Cash Management Account, other than for payment of its service fees and othercharges directly related to the administration of such Cash Management Account and for returned checks orother items of payment, and (iii) from and after the date that it receives written notification from Agent, it willforward by daily sweep all amounts in the applicable Cash Management Account to the Agent's AccountAnything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the abovedescribed instruction to any Cash Management Bank, unless and until an Event of Default has occurred and iscontinuing. Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its rightto issue such instruction and the subsequent elimination of the subject Event of Default shall not eliminate theeffectiveness of such instruction.(c) So long as no Default or Event of Default has occurred and is continuing,Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or CashManagement Account; provided, however, that (i) such prospective Cash Management Bank shall bereasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, aBorrower or its Subsidiary, as applicable, and such prospective Cash Management Bank shall have executedand delivered to Agent a Cash Management Agreement. Borrowers (or their Subsidiaries, as applicable) shallclose any of their Cash Management Accounts (and establish replacement cash management accounts inaccordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent thatthe creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment,or as promptly as practicable and in any event within 60 days of notice from Agent that the operatingperformance, funds transfer, or availability procedures or performance of the Cash Management Bank withrespect to Cash Management Accounts or Agent's liability under any Cash Management Agreement with suchCash Management Bank is no longer acceptable in Agent's reasonable judgment.(d)Control Agreement.Each Cash Management Account shall be a cash collateral account subject to a2.8 Crediting Payments. The receipt of any payment item by Agent (whether from transfers toAgent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall notLAJ1099295.7 10

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 19 of 45be considered a payment on account unless such payment item is a wire transfer of immediately availablefederal funds made to the Agent's Account or unless and until such payment item is honored when presentedfor payment. Should any payment item not be honored when presented for payment, then Borrowers shall bedeemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrarycontained herein notwithstanding, any payment item shall be deemed received by Agent only if it is receivedinto the Agent's Account on a Business Day on or before 11:00 a.m. (California time). If any payment item isreceived into the Agent's Account on a non-Business Day or after 11:00 a.m. (California time) on a BusinessDay, it shall be deemed to have been received by Agent as of the opening of business on the immediatelyfollowing Business Day.2.9 Designated Account. Agent is authorized to make the Advances, and Issuing Lender isauthorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructionsreceived from anyone purporting to be an Authorized Person or, without instructions, if pursuant toSection 2.6(d). Administrative Borrower agrees to establish and maintain the Designated Account with theDesignated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowersand made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and AdministrativeBorrower, any Advance, Protective Advance, or Swing Loan requested by Borrowers and made by Agent orthe Lenders hereunder shall be made to the Designated Account2.10 Maintenance of Loan Account Statements of Obligations. Agent shall maintain anaccount on its books in the name of Borrowers (the "Loan Account") on which Borrowers will be charged withall Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lendersto Borrowers or for Borrowers' account, the Letters of Credit issued by Issuing Lender for Borrowers' account,and with all other payment Obligations hereunder or under the other Loan Documents (except for BankProduct Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses. Inaccordance with Section 2.8 the Loan Account will be credited with all payments received by Agent fromBorrowers or for Borrowers' account, including all amounts received in the Agent's Account from any CashManagement Bank. Agent shall render statements regarding the Loan Account to Administrative Borrower,including principal, interest, fees, and including an itemization of all charges and expenses constituting LenderGroup Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to becorrect and accurate and constitute an account stated between Borrowers and the Lender Group unless, within30 days after receipt thereof by Administrative Borrower, Administrative Borrower shall deliver to Agentwritten objection thereto describing the error or errors contained in any such statements.2.11 Fees. Borrowers shall pay to Agent, as and when due and payable under the terms of the FeeLetter, the fees set forth in the Fee Letter.2.12 Letters of Credit.(a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees toissue letters of credit for the account of Borrowers (each, an "L/C") or to purchase participations or executeindemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect toletters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is tobe Wells Fargo) for the account of Borrowers. Each request for the issuance of a Letter of Credit or theamendment, renewal, or extension of any outstanding Letter of Credit shall be made in writing by anAuthorized Person and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or otherelectronic method of transmission reasonably in advance of the requested date of issuance, amendment,renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender .inits Permitted Discretion and shall specify (i) the amount of such Letter of Credit, (ii) the date of issuance,amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit,(iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, asapplicable), and (v) such other information (including, in the case of an amendment, renewal, or extension,identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary•LA/1099295.7 11

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 20 of 45to prepare, amend, renew, or extend such Letter of Credit. if requested by the Issuing Lender, Borrowers also 'shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be thesubject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if anyof the following would result after giving effect to the issuance of such requested Letter of Credit:(i) the Letter of Credit Usage would exceed the Borrowing Base less theoutstanding amount of Advances, or(ii)the Letter of Credit Usage would exceed $5,000,000, or(iii) the Letter of Credit Usage would exceed the Maximum Revolver Amountless the outstanding amount of Advances and less the Bank Product Reserve.Borrowers and the Lender Group acknowledge and agree that certain Underlying Letters ofCredit may be issued to support letters of credit that already are outstanding as of the Closing Date. EachLetter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable tothe Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amountspayable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letterof Credit, Borrowers immediately shall reimburse such L/C Disbursement to Issuing Lender by paying toAgent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the date thatsuch L/C Disbursement is made, if Administrative Borrower shall have received written or telephonic notice ofsuch L/C Disbursement prior to 10:00 a.m., California time, .on such date, or, if such notice has not beenreceived by Administrative Borrower prior to such time on such date, then not later than 11:00 a.m., Californiatime, on the Business Day that Administrative Borrower receives such notice, if such notice is received prior to10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/CDisbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter,shall bear interest at the rate then applicable to Advances that are Base Rate Loans. To the extent an L/CDisbursement is deemed to be an Advance hereunder, Borrowers' obligation to reimburse such L/CDisbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt byAgent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to theIssuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse theIssuing Lender, then to such Lenders and the issuing Lender as their interests may appear.(b) Promptly following receipt of a notice of L/C Disbursement pursuant toSection 2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advancedeemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrowers hadrequested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it fromthe Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) and without any further action on the part of the Issuing Lender or the Lenders with RevolverCommitments, the Issuing Lender shall be deemed to have granted to each Lender with a RevolverCommitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, aparticipation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk -ParticipationLiability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the IssuingLender, such Lender's Pro Rata Share of any payments made by the Issuing Lender under such Letter ofCredit. In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment herebyabsolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender'sPro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on thedate due as provided in Section 2.12(a), or of any reimbursement payment required to be refunded toBorrowers for any reason. Each Lender with a Revolver Commitment acknowledges and agrees that itsobligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro RataShare of each L/C Disbursement made by the Issuing Lender pursuant to this Section 2.12(b) shall be absoluteand unconditional and such remittance shall be made notwithstanding the occurrence or continuation of anEvent of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such LenderLA/1099295.7 . 12

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 21 of 45fails to make available to Agent the amount of such Lender's Pro Rata Share of each L/C Disbursement madeby the Issuing Lender in respect of such Letter of Credit as provided in this Section, such Lender shall bedeemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recoversuch amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate untilpaid in full.(c) Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Groupharmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Grouparising out of or in connection with any Letter of Credit; provided, however, that no Borrower shall beobligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by thegross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. EachBorrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any UnderlyingLetter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for suchBorrower's account, even though this interpretation may be different from such Borrower's own, and eachBorrower understands and agrees that the Lender Group shall not be liable for any error, negligence, ormistake, whether of omission or commission, in following Borrowers' instructions or those contained in theLetter of Credit or any modifications, amendments, or supplements thereto. Each Borrower understands thatthe L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs orliabilities arising out of claims by Borrowers against such Underlying Issuer. Each Borrower hereby agrees toindemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense(including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking asa result of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no Borrowershall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is causedby the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group.Each Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall beresponsible for delays, errors, or omissions resulting from the malfunction of equipment in connection withany Letter of Credit.(d) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to theIssuing Lender all instruments, documents, and other writings and property received by such Underlying Issuerpursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender's instructions withrespect to all matters arising in connection with such Underlying Letter of Credit and the related application.(e) Any and all issuance charges, commissions, fees, and costs incurred by the IssuingLender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of thisAgreement and immediately shall be reimbursable by Borrowers to Agent for the account of the IssuingLender; it being acknowledged and agreed by each Borrower that, as of the Closing Date, the issuance chargeimposed by the prospective Underlying Issuer is .850% per annum times the undrawn amount of eachUnderlying Letter of Credit, that such issuance charge may be changed from time to time, and that theUnderlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.(0 If by reason of (i) any change after the Closing Date in any applicable law, treaty,rule, or regulation or any change in the interpretation or application thereof by any GovernTnental Authority, or(ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement(irrespective of whether having the force of law) of any Governmental Authority or monetary authorityincluding, Regulation D of the Federal Reserve Board as from time to time in effect (and any successorthereto):(i) any reserve, deposit, or similar requirement is or shall be imposed ormodified in respect of any Letter of Credit issued hereunder, or(ii) there shall be imposed on the Underlying Issuer or the Lender Group anyother condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto;LA/1099295.7 13

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 22 of 45and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing,making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereofby the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after theadditional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowersshall pay on demand such amounts as Agent may specify to be necessary to compensate the Lender Group forsuch additional cost or reduced receipt, together with interest on such amount from the date of such demanduntil payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination byAgent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculationthereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive andbinding on all of the parties hereto.2.13 LIBOR Option.(a) Interest and Interest Payment Dates. In lieu of having interest charged at the ratebased upon the Base Rate, Borrowers shall have the option {the "LIBOR Option") to have interest on all or aPortion of the Advances be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR RateLoans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the date onwhich an Event of Default occurs, or (iii) the date on which this Agreement is terminated pursuant to the termshereof. On the last day of each applicable Interest Period, unless Administrative Borrower properly hasexercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loanautomatically shall convert to the rate of interest then applicable to Base Rate Loans of the same typehereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shallhave the option to request that Advances bear interest at a rate based upon the LIBOR Rate and Agent shallhave the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable toBase Rate Loans hereunder.(b)LIBOR Election.(i) Administrative Borrower may, at any time and from time to time, so long asno Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agentprior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposedInterest Period (the "LIBOR Deadline"). Notice of Administrative Borrower's election of the LIBOR Optionfor a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made bydelivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic noticereceived by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Noticereceived by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt of eachsuch LIBOR Notice, Agent shall provide a copy thereof to each of the Lenders having a RevolverCommitment.(ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. Inconnection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and theLenders harmless against any loss, cost, or expense incurred by Agent or any Lender as a result of (a) thepayment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicablethereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Rate Loan other thanon the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepayany LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses,costs, or expenses, "Funding Losses"). Funding Losses shall, with respect to Agent or any Lender, be deemedto equal the amount determined by Agent or such Lender to be the excess, if any, of (i) the amount of interestthat would have accrued on the principal amount of such LIBOR Rate Loan had such event not occurred, at theLIBOR Rate that would have been applicable thereto, for the period from the date of such event to the last dayof the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for theperiod that would have been the Interest Period therefor), minus (ii) the amount of interest that would accrueon such principal amount for such period at the interest rate which Agent or such Lender would be offeredLA/1099295.7 14

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 23 of 45were it to be offered, at the commencement of such period, Dollar deposits of a comparable amount and periodin the London interbank market. A certificate of Agent or a Lender delivered to Administrative Borrowersetting forth any amount or amounts that Agent or such Lender is entitled to receive pursuant to thisSection 2.13 shall be conclusive absent manifest error.(iii) Borrowers shall have not more than 5 LIBOR Rate Loans in effect at anygiven time. Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000 andintegral multiples of $500,000 in excess thereof.(c) Prepayments. Borrowers may prepay LIBOR Rate Loans at any time; provided,however, that in the event that LIBOR Rate Loans are prepaid on any date that is not the last day of the InterestPeriod applicable thereto, including as a result of any automatic prepayment through the required applicationby Agent of proceeds of Borrowers' and their Subsidiaries' Collections in accordance with Section 2.4(b) orfor any other reason, including early termination of the term of this Agreement or acceleration of all or anyportion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and holdAgent and the Lenders and their Participants harmless against any and all Funding Losses in accordance withclause (bXii) above.(d) Special Provisions Applicable to LIBOR Rate.(i) The LIBOR Rate may be adjusted by. Agent with respect to any Lender on aprospective basis to take into account any additional or increased costs to such Lender of maintaining .orobtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurringsubsequent to the commencement of the then applicable Interest Period, including changes in tax laws (exceptchanges of general applicability in corporate income tax laws) and changes in the reserve requirementsimposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the ReservePercentage, which additional or increased costs would increase the cost of funding loans bearing interest at theLIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice ofsuch a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and,upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to suchaffected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth thebasis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or(z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amountsdue under Section 2.13(b)(ii)).(ii) In the event that any change in market conditions or any law, regulation,treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time afterthe date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender tofund or maintain LIBOR Advances or to continue such funding or maintaining, or to determine or chargeinterest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent andAdministrative Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the caseof any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender's notice shallbe deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBORRate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and(z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would nolonger be unlawful or impractical to do so.(e) No Requirement of Matched Funding. Anything to the contrary contained hereinnotwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquireeurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBORRate. The provisions of this Section shall apply as if each Lender or its Participants had match funded anyObligation as to which interest is accruing at the LIBOR Rate by acquiring eurodollar deposits for each InterestPeriod in the amount of the LIBOR Rate Loans.LA/] 099295.7 15

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 24 of 452.14 Capital Requirements. If, after the date hereof, any Lender determines that (i) the adoptionof or change in any law, rule, regulation or guideline regarding capital requirements for banks or . bank holdingcompanies, or any change in the interpretation or application thereof by any Governmental Authority chargedwith the administration thereof, or (ii) compliance by such Lender or its parent bank holding company withany guideline, request or directive of any such entity regarding capital adequacy (whether or not having theforce of law), has the effect of reducing the return on such Lender's or such holding company's capital as aconsequence of such Lender's Commitments hereunder to a level below that which such Lender or suchholding company could have achieved but for such adoption, change, or compliance (taking into considerationsuch Lender's or such holding company's then existing policies with respect to capital adequacy and assumingthe full utilization of such entity's capital) by any amount deemed by such Lender to be material, then suchLender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowersagree to pay such Lender on demand the amount of such reduction of return of capital as and when suchreduction is determined, payable within 90 days after presentation by such Lender of a statement in the amountand setting forth in reasonable detail such Lender's calculation thereof and the assumptions upon which suchcalculation was based (which statement shall be deemed true and correct absent manifest error). Indetermining such amount, such Lender may use any reasonable averaging and attribution methods.2.15 Joint and Several Liability of Borrowers.(a) Each Borrower is accepting joint and several liability hereunder and under the otherLoan Documents in consideration of the financial accommodations to be provided by the Lender Group underthis Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of theundertakings of the other Borrowers to accept joint arid several liability for the Obligations.(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionallyaccepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, withrespect to the payment and performance of all of the Obligations (including any Obligations arising under thisSection 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and severalobligations of each Borrower without preferences or distinction among them.(c) If and to the extent that any Borrower shall fail to make any payment with respect toany of the Obligations as and when due or to perform any of the Obligations in accordance with the termsthereof, then in each such event the other Borrowers will make such payment with respect to, or perform, suchObligation.(d) The Obligations of each Borrower under the provisions of this Section 2.15constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against eachBorrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceabilityof this Agreement or any other circumstances whatsoever.(e) Except as otherwise expressly provided in this Agreement, each Borrower herebywaives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issuedunder or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of anydemand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent orLenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and,generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind inconnection with this Agreement (except as otherwise provided in this Agreement). Each Borrower herebyassents to, and waives notice of, any extension or postponement of the time for the payment of any of theObligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial paymentthereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times inrespect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition orprovision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of anyof the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, ofLA11099295.7I6

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 25 of 45any security for any of the Obligations or the addition, substitution or release, in whole or in part, of anyBorrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delayin acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower tocomply with any of its respective Obligations, including any failure strictly or diligently to assert any right orto pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but forthe provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, inwhole or in part, from any of its Obligations under this Section 2.15 it being the intention of each Borrowerthat, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower underthis Section 2.15 shall not be discharged except by performance and then only to the extent of suchperformance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or renderedunenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similarproceeding with respect to any Borrower or any Agent or Lender.(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower iscurrently informed of the financial condition of Borrowers and of all other circumstances which a diligentinquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower furtherrepresents and warrants to Agent and Lenders that such Borrower has read and understands the terms andconditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keepinformed of Borrowers' financial condition, the financial condition of other guarantors, if any, and of all othercircumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.(g) Each Borrower waives all rights and defenses arising out of an election of remediesby Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respectto security for a guaranteed obligation, has destroyed Agent's or such Lender's rights of subrogation andreimbursement against such Borrower.(h) Each Borrower waives all rights and defenses that such Borrower may have becausethe Obligations are secured by Real Property. This means, among other things:(i) Agent and Lenders may collect from such Borrower without first foreclosingon any real or personal property Collateral pledged by Borrowers.by Borrowers:(ii) If Agent or any Lender forecloses on any Real Property Collateral pledged(A) The amount of the Obligations may be reduced only by the price forwhich that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.(B) Agent and Lenders may collect from such Borrower even if Agentor Lenders, by foreclosing on the Real Property Collateral, has destroyed any right such Borrower may have tocollect from the other Borrowers.This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have becausethe Obligations are secured by Real Property.(i) The provisions of this Section 2.15 are made for the benefit of Agent, Lenders andtheir respective successors and assigns, and may be enforced by it or them from time to time against any or allBorrowers as often as occasion therefor may arise and without requirement on the part of any such Agent,Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rightsagainst any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort toany other source or means of obtaining payment of any of the Obligations hereunder or to elect any otherremedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have beenpaid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of anyLA/1099295.7 17

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 26 of 45of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon theinsolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15will forthwith be reinstated in effect, as though such payment had not been made.(j) Each Borrower hereby agrees that it will not enforce any of its rights of contributionor subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any ofthe other Loan Documents, any payments made by it to Agent or Lenders with respect to any of theObligations or any collateral security therefor until such time as all of the Obligations have been paid in full incash. Any claim which any Borrower may have against any other Borrower with respect to any payments toany Agent or Lender hereunder or under any other Loan Documents are hereby expressly made subordinateand junior in right of payment, without limitation as to any increases in the Obligations arising hereunder orthereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency,bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of anyjurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all suchObligations shall be paid in full in cash before any payment or distribution of any character, whether in cash,securities or other property, shall be made to any other Borrower therefor.(k) Each Borrower hereby agrees that, after the occurrence and during the continuance ofany Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing byany Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of theObligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Defaultor Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtednessof any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If,notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respectof such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee forAgent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations inaccordance with Section 2.4(b).3. CONDITIONS; TERM OF AGREEMENT.3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender tomake its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction ofAgent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of suchinitial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of theconditions precedent).3.2 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (orany member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any timeshall be subject to the following conditions precedent:(a) the representations and warranties of Borrowers contained in this Agreement or inthe other Loan Documents shall be true and correct in all material respects (except that such materialityqualifier shall not be applicable to any representations and warranties that already are qualified or modified bymateriality in the text thereof) on and as of the date of such extension of credit, as though made on and as ofsuch date (except to the extent that such representations and warranties relate solely to an earlier date);(b) no Default or Event of Default shall have occurred and be continuing on the date ofsuch extension of credit, nor shall either result from the making thereof;(c) no injunction, writ, restraining order, or other order of any nature restricting orprohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force byany Governmental Authority against any Borrower, Agent, or any Lender, andLA/1099295.7 18

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 27 of 45(d) no Material Adverse Change shall have occurred.3.3 Conditions Subsequent to Extensions of Credit. The obligation of the Lender Group (orany member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to thefulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (thefailure by Borrowers to so perform or cause to be performed constituting an Event of Default):(a) Within 60 days after the Closing Date, Agent shall have received Cash ManagementAgreements with respect to all Cash Management Accounts, each duly executed by the applicable Borrowerand the applicable Cash Management Bank.(b) Within 3 days after the Closing Date, Agent shall have received revised losspayee endorsements, in form and substance satisfactory to Agent, for the insurance certificates deliveredto Agent on the Closing Date.(c) Within 3 days after the Closing Date, Agent shall have received all original stockcertificates for the Stock of Finance Corp pledged pursuant to the Security Agreement, together withStock powers with respect thereto endorsed in blank, in form and substance satisfactory to Agent.(d) Within 30 days after the Closing Date, Agent shall have received evidencesatisfactory to Agent showing the termination of the financing statements listed in Schedule 3.3 hereto.3.4 Term. This Agreement shall continue in full force and effect for a term ending on March 30,2009 (the "Maturity Date"). The foregoing notwithstanding, the Lender Group, upon the election of theRequired Lenders, shall have the right to terminate its obligations under this Agreement immediately andwithout notice upon the occurrence and during the continuation of an Event of Default.3.5 Effect of Termination. On the date of termination of this Agreement, all Obligations(including contingent reimbursement obligations of Borrowers with respect to outstanding Letters of Creditand including all Bank Product Obligations) immediately shall become due and payable without notice ordemand (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenderswith a Revolver Commitment in an amount equal to 105% of the Letter of Credit Usage, or (ii) causing theoriginal Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amountdetermined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent forthe benefit of the Bank Product Providers with respect to the Bank Product Obligations). No termination ofthis Agreement, however, shall relieve or discharge Borrowers or their Subsidiaries of their duties,Obligations, or covenants hereunder or under any other Loan Document and the Agent's Liens in the Collateralshall remain in effect until all Obligations have been paid in full and the Lender Group's obligations to provideadditional credit hereunder have been terminated. When this Agreement has been terminated and all of theObligations have been paid in full and the Lender Group's obligations to provide additional credit under theLoan Documents have been terminated irrevocably, Agent will, at Borrowers' sole expense, execute anddeliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, dischargesof security interests, and other similar discharge or release documents (and, if applicable, in recordable form)as are reasonably necessary to release, as of record, the Agent's Liens and all notices of security interests andliens previously filed by Agent with respect to the Obligations.3.6 Early Termination by Borrowers. Borrowers have the option, at any time upon 90 daysprior written notice by Administrative Borrower to Agent, to terminate this Agreement and terminate theCommitments hereunder by paying to Agent, in cash, the Obligations (including (a) either (i) providing cashcollateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amountequal to 105% of the Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to theIssuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy thereasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers withLA/1099295.7 19

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 28 of 45respect to the Bank Products Obligations), in full. If Administrative Borrower has sent a notice of terminationpursuant to the provisions of this Section, then the Commitments shall terminate and Borrowers shall beobligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Agent for thebenefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the Letter of CreditUsage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cashcollateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure)to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank ProductsObligations), in full, on the date set forth as the date of termination of this Agreement in such notice.4. REPRESENTATIONS AND WARRANTIES.In order to induce the Lender Group to enter into this Agreement, each Borrower makes thefollowing representations and warranties to the Lender Group which shall be true, correct, and complete, in allmaterial respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as ofthe Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) madethereafter, as though made on and as of the date of such . Advance (or other extension of credit) (except to theextent that such representations and warranties relate solely to an earlier date) and such representations andwarranties shall survive the execution and delivery of this Agreement:4.1 No Encumbrances.(a) Each Borrower and its Subsidiaries has good and indefeasible title to, or a validleasehold interest in, their personal property assets and good and marketable title to, or a valid leaseholdinterest in, their Real Property, in each case, free and clear of Liens except for Permitted Liens and no rightsin favor of any party are outstanding that could give rise to any Liens.(b) On the Closing Date, (i) there will be no outstanding contracts made, or authorizedby any Borrower to be made, with respect to the Real Property, including professionals such as architects,engineers and planners, for which payment for work performed (and for which an invoice has been received byBorrowers or, to Borrower's knowledge, E&W (in its role as Operator)) as of the Closing Date has not beenfully satisfied and lien waivers obtained, and (ii) there are no waivers, extensions or subordination of paymentwith respect to such contracts which could result in an encumbrance upon the Real Property. As of the ClosingDate, no ongoing work of any variety has been performed by any contractor, subcontractor or materialmenwith respect to the Renovation and the Real Property.4.2 [Intentionally Omitted].4.3 Jlntentionally Omitted].4.4 Equipment. Each material item of Equipment of Borrowers and their Subsidiaries is used orheld for use in their business and is in good working order, ordinary wear and tear and damage by casualtyexcepted.4.5 Location of Inventory and Equipment. The Inventory and Equipment (other than vehiclesor Equipment out for repair) of Borrowers and their Subsidiaries are not stored with a bailee, warehouseman,or similar party and are located only at, or in-transit between, the locations identified on Schedule 4.5 (as suchSchedule may be updated pursuant to Section 5.9).4.6 Inventory Records. Each Borrower keeps correct and accurate records itemizing anddescribing the type, quality, and quantity of its and its Subsidiaries' Inventory and the book value thereof.4.7 State of Incorporation; Location of Chief Executive Office; OrganizationalIdentification Number; Commercial Tort Claims.LA/1099295.7 20

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 29 of 45(a) The name of (within the meaning of Section 9-503 of the Code) and jurisdiction oforganization of each Borrower and each of its Subsidiaries is set forth on Schedule 4.7(a) (as such Schedulemay be updated from time to time to reflect changes permitted to be made under Section 6.5).(b) The chief executive office of each Borrower and each of its Subsidiaries is located atthe address indicated on Schedule 4.7(b) (as such Schedule may be updated from time to time to reflectchanges permitted to be made under Section 5.9).(c) Each Borrower's and each of its Subsidiaries' organizational identification number,if any, are identified on Schedule 4.7(c) (as such Schedule may be updated from time to time to reflect changespermitted to be made under Section 6.5).(d) As of the Closing Date, Borrowers and their Subsidiaries do not hold any commercialtort claims, except as set forth on Schedule 4.7(d).4.8 Due Organization and Qualification; Subsidiaries.(a) Each Borrower is duly organized and existing and in good standing under the laws ofthe jurisdiction of its organization and qualified to do business in any state where the failure to be so qualifiedreasonably could be expected to result in a Material Adverse Change.(b) Set forth on Schedule 4.8(b) (as such Schedule may be updated from time to time toreflect changes permitted to be made under Section 5.16), is a complete and accurate description of theauthorized capital Stock of each Borrower, by class, and, as of the Closing Date, a description of the number ofshares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there areno subscriptions, options, warrants, or calls relating to any shares of each Borrower's capital Stock, includingany right of conversion or exchange under any outstanding security or other instrument. No Borrower issubject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of itscapital Stock or any security convertible into or exchangeable for any of its capital Stock.(c) Set forth on Schedule 4.8(c) (as such Schedule may be updated from time to time toreflect changes permitted to be made under Section 5.16), is a complete and accurate list of each Borrower'sdirect and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares ofeach class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number andthe percentage of the outstanding shares of each such class owned directly or indirectly by the applicableBorrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fullypaid and non-assessable.(d) Except as set forth on Schedule 4.8(c), there are no subscriptions, options, warrants,or calls relating to any shares of any Borrower's Subsidiaries' capital Stock, including any right of conversionor exchange under any outstanding security or other instrument. No Borrower or any of its respectiveSubsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retireany shares of any . Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable forany such capital Stock.4.9 Due Authorization; No Conflict(a) As to each Borrower, the execution, delivery, and performance by such Borrower ofthis Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessaryaction on the part of such Borrower.(b) As to each Borrower, the execution, delivery, and performance by such Borrower ofthis Agreement and the other Loan Documents to which it is a party do not and will not (i) violate anyLA/1099295.7 21

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 30 of 45provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents ofany Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on anyBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) adefault under any material contractual obligation of any Borrower, (iii) result in or require the creation orimposition of any Lien of any nature whatsoever upon any properties or assets of such Borrower, other thanPermitted Liens, or (iv) require any approval of any Borrower's interestholders or any approval or consent ofany Person under any material contractual obligation of any Borrower, other than consents or approvals thathave been obtained and that are still in force and effect, and any required approvals under the Gaming Lawsfor the continued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreementand Parent Pledge Agreement(c) Other thari the filing of fmancing statements, the recordation of the Mortgages andthe fixture filings, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, theexecution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents towhich such Borrower is a party do not and will not require any registration with, consent, or approval of, ornotice to, or other action with or by, any Governmental Authority, other than consents or approvals that havebeen obtained and that are still in force and effect, and any required approvals under the Gaming Laws for thecontinued effect of the pledge of the Stock of any Borrower as contemplated by the Security Agreement andParent Pledge Agreement(d) As to each Borrower, this Agreement and the other Loan Documents to which suchBorrower is a party, and all other documents contemplated hereby and thereby, when executed and deliveredby such Borrower will be the legally valid and binding obligations of such Borrower, enforceable against suchBorrower in accordance with their respective terms, except as enforcement may be limited by equitableprinciples or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limitingcreditors' rights generally.(e)to Permitted Liens.The Agent's Liens are validly created, perfected, and first priority Liens, subject only(f) The execution, delivery, and performance by each Guarantor of the Loan Documentsto which it is a party have been duly authorized by all necessary action on the part of such Guarantor.(g) The execution, delivery, and performance by each Guarantor of the Loan Documentsto which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulationapplicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decreeof any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breachof, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation ofsuch Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever uponany properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval of suchGuarantor's interestholders or any approval or consent of any Person under any material contractual obligationof such Guarantor, other than consents or approvals that have been obtained and that are still in force andeffect, and any required approvals under the Gaming Laws for the continued effect of the pledge of the Stockof any Borrower as contemplated by the Security Agreement and Parent Pledge Agreement.(h) Other than the filing of financing statements, the recordation of the Mortgages andthe fixture filings, and other filings or actions necessary to perfect Liens granted to Agent in the Collateral, theexecution, delivery, and performance by each Guarantor of the Loan Documents to which such Guarantor is aparty do not and will not require any registration with, consent, or approval of, or notice to, or other actionwith or by, any Governmental Authority, other than consents or approvals that have been obtained and that arestill in force and effect, and any required approvals under the Gaming Laws for the continued effect of thepledge of the Stock of any Borrower as contemplated by the Security Agreement and Parent PledgeAgreementLA/1099295.7 22

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 31 of 45(i) The Loan Documents to which each Guarantor is a party, and all other documentscontemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid andbinding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respectiveterms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency,reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.4.10 Litization. Other than those matters disclosed on Schedule 4.10, and other than mattersarising after the Closing Date that reasonably could not be expected to result in a Material Adverse Change,there are no actions, suits, or proceedings pending or, to the best knowledge of each Borrower, threatenedagainst any Borrower or any of its Subsidiaries.4.11 No Material Adverse Change- All financial statements relating to Borrowers and theirSubsidiaries or Guarantors that have been delivered by Borrowers to the Lender Group have been prepared inaccordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes andbeing subject to year-end audit adjustments) and present fairly in all material respects, Borrowers' and theirSubsidiaries' (or any Guarantor's, as applicable) fmancial condition as of the date thereof and results ofoperations for the period then ended. There has not been a Material Adverse Change with respect toBorrowers and their Subsidiaries (or any Guarantor, as applicable) since the date of the latest financialstatements submitted to Agent on or before the Closing Date.4.12 Fraudulent Transfer.(a)Parent is, and Borrowers (on .a consolidated basis) are, Solvent(b) No transfer of property is being made by any Borrower or any Subsidiary of aBorrower and no obligation is being incurred by any Borrower or any Subsidiary of a Borrower in connectionwith the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder,delay, or defraud either present or future creditors of Borrowers or their Subsidiaries.4.13 Employee Benefits. None of Borrowers, any of their .Subsidiaries, or any of their ERISAAffiliates maintains or contributes to any Benefit Plan.4.14 Environmental Condition. Except as set forth on Schedule 4.14, (a) to Borrowers'knowledge, none of Borrowers' or their Subsidiaries' properties or assets has ever been used by Borrowers,their Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat,release, or transport, any Hazardous Materials, where such use, production, storage, handling, treatment,release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) toBorrowers' knowledge, none of Borrowers' nor their Subsidiaries' properties or assets has ever beendesignated or identified in any manner pursuant to any environmental protection statute as a HazardousMaterials disposal site, (c) none of Borrowers nor any of their Subsidiaries have received notice that a Lienarising under any Environmental Law has attached to any revenues or to any Real Property owned or operatedby Borrowers or their Subsidiaries, and (d) none of Borrowers nor any of their Subsidiaries have received asummons, citation, notice, or directive from the United States Environmental Protection Agency or any otherfederal or state governmental agency concerning any action or omission by any Borrower or any Subsidiary ofa Borrower resulting in the releasing or disposing of Hazardous Materials into the environment4.15 Intellectual Property. Each Borrower and each Subsidiary of a Borrower owns, or holdslicenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to theconduct of its business as currently conducted, and attached hereto as Schedule 4.15 is a true, correct, andcomplete listing of all material patents, patent applications, trademarks, trademark applications, copyrights,and copyright registrations as to which each Borrower or one of its Subsidiaries is the owner or is an exclusivelicensee; provided, however, that Borrowers may amend Schedule 4.15 so long as such amendment occurs byLA/1099295.7 23

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 32 of 45written notice to Agent not less than 10 days before the date on which any Borrower or any Subsidiary of aBorrower acquires any such property after the Closing Date.4.16 Leases. Borrowers and their Subsidiaries enjoy peaceful and undisturbed possession underall leases material to their business and to which they are parties as lessee or under which they are operatingand all of such material leases are valid and subsisting and no material default by Borrowers or theirSubsidiaries exists under any of them.4.17 Deposit Accounts and Securities Accounts. Set forth on Schedule 4.17 is a listing of all ofBorrowers' and their Subsidiaries' Deposit Accounts and Securities Accounts, including, with respect to eachbank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of theDeposit Accounts or Securities Accounts maintained with such Person.4.18 Complete Disclosure. All factual information (taken as a whole) furnished by or on behalfof Borrowers or their Subsidiaries in writing to Agent or any Lender (including all information contained inthe Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement,the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factualinformation (taken as a whole) hereafter furnished by or on behalf of Borrowers or their Subsidiaries in writingto Agent or any Lender will be, true and accurate in all material respects on the date as of which suchinformation is dated or certified and not incomplete by omitting to state any fact necessary to make suchinformation (taken as a whole) not misleading in any material respect at such time in light of the circumstancesunder which such information was provided. On the Closing Date, the Closing Date Projections represent, andas of the date on which any other Projections are delivered to Agent, such additional Projections representBorrowers' good faith estimate of their and their Subsidiaries' future performance for the periods coveredthereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof.4.19 Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness ofeach Borrower and each Subsidiary of a Borrower outstanding immediately prior to the Closing Date that is toremain outstanding after the Closing Date and such Schedule accurately sets forth the aggregate principalamount of such Indebtedness and the principal terms thereof. All obligations secured by Liens referenced inthe financing statements listed in Schedule 3.3 have been indefeasibly paid in full.4.20 Licenses and Permits.(a) (i) All material licenses (including all necessary Gaming Licenses and LiquorLicenses), permits, and consents and similar rights required (as of each date this representation and warranty ismade or deemed made) from any Governmental Authority for the ownership, use, or operation of thebusinesses or properties now owned or operated by any Borrower or any of their Subsidiaries (including theoperation of the Business by E&W prior to the Operator Licensing Event and the Renovation), have beenvalidly issued and are in full force and effect (ii) each Borrower and their Subsidiaries (and E&W, asapplicable, for all periods prior to the Operator Licensing Event) is in compliance, in all material respects, withall of the provisions thereof applicable to it; and (iii) none of such licenses, permits, or consents is the subjectof any pending or, to the best of any Borrower's, knowledge, threatened proceeding for the revocation,cancellation, suspension, or non-renewal thereof. As of the Closing Date (and as of each subsequent date onwhich any Borrower delivers to Agent an updated schedule pursuant to Section 5 below), set forth onSchedule 4.20 is a complete and accurate list of all such licenses, permits, and consents that are necessary andappropriate for the operation of such Borrower's businesses, and the businesses of its Subsidiaries (includingthe operation of the Business by E&W prior to the Operator Licensing Event and the Renovation), and suchschedule identifies the date by which an application for the renewal of such license, permit, or consent must befiled and describes the status of each such pending application.(b) Each Borrower and each of their Subsidiaries (or, with respect to any period prior tothe Operator Licensing Event, E&W), have obtained (i) all material licenses, permits, and consents necessaryLA/1099295.7 24

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 33 of 45or appropriate to conduct their businesses and operations and (ii) as of the Closing Date, all required approvalsfrom the Nevada Gaming Authorities and Liquor Authorities of the transactions contemplated hereby and bythe other Loan Documents, other than approvals to be obtained by Parent in connection with the OperatorLicensing Event (and any required approvals as a result thereof or in connection therewith for the continuedeffect of the pledge of the Stock of any Borrower or any Subsidiary as contemplated by the SecurityAgreement and Parent Pledge Agreement).4.21 Obligations Included in Renovation Financing. This Agreement and the Obligationsqualify as and are part of the "Renovation Financing" as defined in each of the Operating Agreement and theJoint Venture Agreement for all purposes under each such agreement.5. AFFIRMATIVE COVENANTS.Each Borrower covenants and agrees that, until termination of all of the Commitments andpayment in full of the Obligations, Borrowers shall and shall cause each of their respective Subsidiaries to doall of the following:5.1 Accounting System. Maintain a system of accounting that enables Borrowers to producefinancial statements in accordance with GAAP and maintain records pertaining to the Collateral that containinformation as from time to time reasonably may be requested by Agent. Borrowers also shall keep a reportingsystem that shows all additions, sales, claims, returns, and allowances with respect to their and theirSubsidiaries' sales.5.2 Collateral Reporting. Provide Agent (and if so requested by Agent, with copies for eachLender) with each of the reports set forth on Schedule 5.2 at the times specified therein.5.3 Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender,each of the financial statements, reports, or other items set forth on Schedule 5.3 at the time specified herein.In addition, Parent agrees that no Subsidiary of Parent will have a fiscal year different from that of Parent.5.4 Guarantor Reports. (x) Cause each Guarantor other than E&W to deliver its annualfinancial statements at the time when Parent provides its audited financial statements to Agent, but only to theextent such Guarantor's financial statements are not consolidated with Parent's financial statements, and (y)use reasonable best efforts to cause E&W to deliver to Agent (or to Parent, and to the extent so delivered toParent, Parent shall deliver to Agent) monthly financial statements covering E&W's business division (oroperations) relating to the Resort and Casino (for so long as E&W shall be operating all or any part of theResort or Casino pursuant to the Lease-Related Documents).5.5 Inspection. Permit Agent, each Lender, and each of their duly authorized representatives oragents to visit any of its properties and inspect any of its assets or books and records, to examine and makecopies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as tothe same by, its officers and employees at such reasonable times and intervals as Agent or any such Lendermay designate and, so long as no Default or Event of Default exists, with reasonable prior notice toAdministrative Borrower.5.6 Maintenance of Properties. Maintain and preserve (taking into account the demolition andconstruction activities anticipated in connection with the Renovation) all of their properties which arenecessary or useful in the proper conduct to their business in good working order and condition, ordinary wear,tear, and casualty excepted (and except where the failure to do so could not be expected to result in a MaterialAdverse Change); and comply at all times with the provisions of all material leases to which it is a party aslessee, so as to prevent any loss or forfeiture thereof or thereunder.LA/1099295.7 25

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 34 of 455.7 Taxes. Cause all assessments and taxes, whether real, personal, or otherwise, due or payableby, or imposed, levied, or assessed against Borrowers, their Subsidiaries, or any of their respective assets to bepaid in full, before delinquency or before the expiration of any extension period, except to the extent that thevalidity of such assessment or tax shall be the subject of a Permitted Protest or where the failure to do so couldnot reasonably be expected to result in a Material Adverse Change. Borrowers will and will cause theirSubsidiaries to make timely payment or deposit of all tax payments and withholding taxes required of them byapplicable laws, including those laws concerning F.I.C.A., F.U.TA., state disability, and local, state, andfederal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that theapplicable Borrower or. Subsidiary of a Borrower has made such payments or deposits.5.8 Insurance.(a) At Borrowers' expense, maintain insurance respecting their and their Subsidiaries'assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks asordinarily are insured against by other Persons engaged in the same or similar businesses. Borrowers also shallmaintain business interruption, public liability, and product liability insurance, as well as insurance againstlarceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be in such amountsand with such insurance companies as are reasonably satisfactory to Agent. Borrowers shall deliver copies ofall such policies to Agent with an endorsement naming Agent as the sole loss payee (under a satisfactorylender's loss payable endorsement) or additional insured, as appropriate. Borrowers shall use best efforts tocause each policy of insurance or endorsement to contain a clause requiring the insurer to give not less than 30days prior Written notice to Agent in the event of cancellation of the policy for any reason whatsoever.(b) Administrative Borrower shall give Agent prompt notice of any loss exceeding$1,000,000 covered by such insurance. So long as no Event of Default has occurred and is continuing,Borrowers shall have the exclusive right to adjust any losses payable under any such insurance policies whichare less than $2,000,000. Following the occurrence and during the continuation of an Event of Default, or inthe case of any losses payable under such insurance exceeding $2,000,000, Agent shall have the exclusive rightto adjust any losses payable under any such insurance policies, without any liability to Borrowers whatsoeverin respect of such adjustments. Any monies received as payment for any loss under any insurance policymentioned above (other than liability insurance policies) or as payment of any award or compensation forcondemnation or taking by eminent domain, shall be paid over to Agent to be applied at the option of theRequired Lenders either to the prepayment of the Obligations or to be disbursed to Administrative Borrowerunder staged payment terms reasonably satisfactory to the Required Lenders for application to the cost ofrepairs, replacements, or restorations; provided, however that, with respect to any such monies in an aggregateamount during any 12 consecutive month period not in excess of $2,000,000, so long as (A) no Default orEvent of Default shall have occurred and is continuing, (B) Borrowers' Excess Availability is greater than$2,000,000, (C) Administrative Borrower shall have given Agent prior written notice of the Borrowers or theirrespective Subsidiaries' intention to apply such monies to the costs of repairs, replacement, or restoration ofthe property which is the subject of the loss, destruction, or taking by condemnation, (D) the monies are held ina cash collateral account in which Agent has a perfected first-priority security interest, and (E) Borrowers ortheir Subsidiaries complete such repairs, replacements, or restoration within 360 days after the initial receipt ofsuch monies, Borrowers shall have the option to apply such monies to the costs of repairs, replacement, orrestoration of the property which is the subject of the loss, destruction, or taking by condemnation unless andto the extent that such applicable period shall have expired without such repairs, replacements, or restorationbeing made, in which case, any amounts remaining in the cash collateral account shall be paid to Agent andapplied as set forth above.5.9 Location of Inventory and Equipment. Keep Borrowers' and their Subsidiaries' Inventoryand Equipment (other than vehicles and Equipment out for repair) only at the locations identified onSchedule 4.5 and their chief executive offices only at the locations identified on Schedule 4.7(b); provided,however, that Administrative Borrower may amend Schedule 4.5 or Schedule 4.7 so long as such amendmentoccurs by written notice to Agent not less than 30 days prior to the date on which such Inventory or EquipmentLA/1099295.7 26

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 35 of 45is moved to such new location or such chief executive office is relocated, so long as such new location iswithin the continental United States, and so long as, at the time of such written notification, the applicableBorrower provides Agent a Collateral Access Agreement with respect thereto.5.10 Compliance with Laws. Comply with the requirements of all applicable laws, rules,regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the noncompliancewith which, individually or in the aggregate, could not reasonably be expected to result in aMaterial Adverse Change.5.11 Leases. Comply at all times with the provisions of the Lease Related Agreements (and causethe same to remain in full force and effect until the Operator Licensing Event), and of all other material leasesto which any Borrower or any Subsidiary of a Borrower is a party or by which any Borrower's or any of itsSubsidiaries' properties and assets are bound, including payment obligations, so as to prevent any material lossor forfeiture thereof or thereunder (unless, with respect to payment obligations, the same are the subject of aPermitted Protest).5.12 Existence. At all times preserve and keep in full force and effect each Borrower's and eachof its Subsidiaries' valid existence and good standing and any rights and franchises material to theirbusinesses.5.13 Environmental.(a) Keep any property either owned or operated by any Borrower or any Subsidiaryof a Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient tosatisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all materialrespects, with Environmental Laws and provide to Agent documentation of such compliance which Agentreasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportablequantity from or onto property owned or operated by any Borrower or any Subsidiary of a Borrower andtake any Remedial Actions required to abate said release or otherwise to come into compliance withapplicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof,provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has beenfiled against any of the real or personal property of any Borrower or any Subsidiary of a Borrower,(ii) commencement of any Environmental Action or notice that an Environmental Action will be filedagainst any Borrower or any Subsidiary of a Borrower, and (iii) notice of a violation, citation, or otheradministrative order which reasonably could be expected to result in a Material Adverse Change.5.14 Disclosure Updates. Promptly and in no event later than 5 Business Days after obtainingknowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Groupcontained, at the time it was furnished, any untrue statement of a material fact or omitted to state any materialfact necessary to make the statements contained therein not misleading in light of the circumstances in whichmade. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision willnot cure or remedy the effect of the prior untrue statement of a material fact or omission of any material factnor shall any such notification have the effect of amending or modifying this Agreement or any of theSchedules hereto.5.15 Control Agreements; Senior Note Collateral Accounts.(a) Take all reasonable steps in order for Agent to obtain control in accordance withSections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to (subject to the proviso contained inSection 6.12) all of its Securities Accounts, Deposit Accounts (other than the Senior Note Interest ReserveAccount), electronic chattel paper, investment property, and letter of credit rights.LAJ1099295.7 27

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 36 of 45(b) Cause the Senior Note Collateral Accounts to be fully funded on or before theClosing Date with proceeds of the Senior Secured Notes, and thereafter (a) invest such funds in the SeniorNote Collateral Accounts only in Cash Equivalents, (b) use the funds in the Senior Note Interest ReserveAccount to pay the first two interest payments on the Senior Secured Notes (with the excess thereof to bedisbursed as set forth in the Cash Collateral and Disbursement Agreement), (c) use or disburse the funds in theRenovation Disbursement Account in accordance with the Cash Collateral and Disbursement Agreement, and(d) not deposit or permit the deposit of any additional funds in any such Senior Note Collateral Account (otherthan proceeds of investments pursuant to clause (a) above).5.16 Formation of Subsidiaries. At the time that any Borrower or any Guarantor forms anydirect or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borroweror such Guarantor shall (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and theSecurity Agreement, together with such other security documents (including Mortgages with respect to anyReal Property of such new Subsidiary), as well as appropriate financing statements (and with respect to allproperty subject to a Mortgage, fixture filings), all in form and substance satisfactory to Agent (includingbeing sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of suchnewly formed or acquired Subsidiary), (b) subject to compliance with applicable Gaming Laws (whichBorrowers shall use commercially reasonable efforts to comply with and obtain any necessary authorization,approval or waiver), provide to Agent a pledge agreement and appropriate certificates and powers or financingstatements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form andsubstance satisfactory to Agent, and (c) provide to Agent all other documentation, including one or moreopinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution anddelivery of the applicable documentation referred to above (including policies of title insurance or otherdocumentation with respect to all property subject to a Mortgage). Any document, agreement, or instrumentexecuted or issued pursuant to this Section 5.16 shall be a Loan Document.5.17 Governmental Authorization. Deliver to Agent as soon as practicable, and in any eventwithin 2 Business Days after the receipt, by any Borrower or its Subsidiaries (or E&W, as applicable), from anyNevada Gaming Authority or other Governmental Authority having jurisdiction over the operations of suchBorrower or its Subsidiaries or the Business (i) copies of any order or notice of such Nevada GamingAuthority or such other Governmental Authority which designates any Gaming License or other materialfranchise, permit, or other governmental operating authorization of such Borrower or its Subsidiaries or E&Wwith respect to the Business, or any application therefor, for a hearing or which refuses renewal or extensionof, or revokes or suspends the authority of such Borrower, its Subsidiaries or E&W, as applicable, to construct,own, manage, or operate its businesses (or portion thereof), and (ii) a copy of any citation or notice of violation(other than citations or notices that, individually and in the aggregate, could not reasonably be expected toadversely affect the status of any such applicable Gaming License, Liquor License or other franchise, permit orauthorization), or order to show cause, issued by any Nevada Gaming Authority, any Liquor Authority or otherGovernmental Authority or any complaint filed by any Nevada Gaming Authority or other GovernmentalAuthority which is applicable to such Borrower or its Subsidiaries, or to E&W with respect to the Business.5.18 License Renewals. Deliver to Agent on each anniversary of the Closing Date an updatedSchedule 4.20 reflecting thereon, as of the date of such delivery, the information described in Section 4.20.5.19 Licenses and Permits. (a) Ensure that all material licenses (including all necessary GamingLicenses and Liquor Licenses), permits, and consents and similar rights required from any GovernmentalAuthority or other Person for the ownership, use, or operation (including, for all periods prior to the OperatorLicensing Event, operation thereof by E&W pursuant to the Leases) of the Resort and Casino (including theRenovation) and all businesses or properties now owned or operated by each Borrower and its Subsidiarieshave been validly issued and are in full force and effect, and (b) comply (and use reasonable best efforts tocause E&W to comply, as applicable), in all material respects, with all of the provisions thereof applicable toit. Without limiting the foregoing, Borrowers shall 0) use reasonable best efforts to cause the OperatorLicensing Event to occur on or before February 28, 2006, and (ii) in connection with such Operator LicensingLA/I 099295 .7 28

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 37 of 45Event, obtain all necessary consents or approvals of the Nevada Gaming Authorities for the continued effect ofthe pledge of Stock to Agent pursuant to the Parent Pledge Agreement (or, to the extent any such consent isrequired by applicable Gaming Laws to be -obtained prior to the initial effectiveness of such pledge on theClosing Date, shall use reasonable best efforts to obtain all such consents for the initial effectiveness of suchpledge on or before the occurrence of the Operator Licensing Event).6. NEGATIVE COVENANTS.Each Borrower covenants and agrees that, until termination of all of the Commitments andpayment in full of the Obligations, Borrowers will not and will not permit any of their respective Subsidiariesto do any of the following:6.1 Indebtedness. Create, incur, assume, suffer to exist, guarantee, or otherwise become orremain, directly or indirectly, liable with respect to any Indebtedness, except:(a) Indebtedness evidenced by this Agreement and the other Loan Documents, togetherwith Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit;(b)of such Indebtedness;Indebtedness set forth on Schedule 4.19 and any Refinancing Indebtedness in respect(c) Indebtedness consisting of FF&E Financings or Purchase Money Indebtedness (andany Refinancing Indebtedness in respect of such Indebtedness); provided, that (1) no Indebtedness incurredunder this Agreement is utilized for the purchase or lease of assets financed with any such FF&E Financing orPurchase Money Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including anysuch Refinancing Indebtedness in respect thereof) outstanding at any time pursuant to this clause (c), does notexceed $2,500,000 with respect to all FF&E Financings and Purchase Money Indebtedness, in each case otherthan Gaming FF&E Financings;(d)(e)endorsement of instruments or other payment items for deposit;Indebtedness composing Permitted Investments;(f) Indebtedness outstanding under the Senior Secured Notes in an aggregate principalamount not to exceed $130,000,000, and any Refinancing Indebtedness in respect of such Indebtedness;(g) Indebtedness under .Hedge Agreements that are incurred in the ordinary course ofbusiness, not for speculative purposes, and for the purpose of fixing or hedging interest rate or currency riskwith respect to any fixed or floating rate Indebtedness that is permitted by the Agreement to be outstanding orany receivable or liability the payment of which is determined by reference to a foreign currency; provided,that the notional amount of any such Indebtedness under Hedge Agreements does not exceed the principalamount of Indebtedness or other obligations to which such Hedge Agreement relates;(h) Indebtedness not otherwise permitted by clauses (a) through (g) above in anaggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (h)(including any Refinancing Indebtedness in respect of such Indebtedness under this clause (h)) not to exceed$2,500,000;(i)the EW Preferred Note Loan; and(j) unsecured Indebtedness (including Disqualified Capital Stock and unsecuredAcquired Indebtedness), not otherwise permitted pursuant to clauses (a) through (h) above, if:LA0099295.7 29

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 38 of 45(1) no Default or Event of Default shall have occurred and be continuing at thetime of, or would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness,(2) on the date of such incurrence (the "Incurrence Date"), the Borrowers'Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after givingeffect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definitionof Consolidated Coverage Ratio, including the use of proceeds thereof, would be at least 2.0 to 1.0 (the "DebtIncurrence Ratio"),(3) the Incurrence Date is on or after the first day of the second full fiscalquarter commencing after the Re-opening has occurred, and(4) Borrowers have Excess Availability of at least $5,000,000 at the time of andafter giving effect on a pro forma basis to such incurrence of such Indebtedness.Upon each incurrence of Indebtedness, (i) the Administrative Borrower may designatepursuant to which provision of this Section 6.1 such Indebtedness is being incurred, (ii) the Borrowers maysubdivide an amount of Indebtedness and designate more than one provision pursuant to which such amount ofIndebtedness is being incurred, and (iii) such Indebtedness shall not be deemed to have been incurred oroutstanding under any other provision of this Section 6.1.6.2 Liens.(a) Create, incur, assume, or suffer to exist, d irectly or indirectly, any Lien on or withrespect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profitstherefrom, except for Permitted Liens.(b) With respect to Real Property (and without limitation of clause (a) above), allow norpermit (and shall promptly cause to be paid and discharged) any Lien, or charge whatsoever other than thePermitted Liens which may be or become a Lien, unless (i) Borrower notifies Lender that it intends to contestthe applicable claim or demand, and (ii) such Lien or charge is the subject of a Permitted Protest. Borrowersshall not allow the Real Property to be, at any time, encumbered by any Lien which is not provided for hereinor is otherwise a Permitted Lien, and Borrowers will maintain and preserve the first priority lien of theMortgages (subject to the Permitted Liens) until the Obligations are indefeasibly repaid in full.This Section 6.2 shall not be effective to prohibit Liens with respect to Stock of any holder of a GamingLicense to the extent that any approvals required of this covenant by the Nevada Gaming Authorities have notbeen obtained under applicable Gaming Laws; provided, that in connection with the Operator Licensing Event,Borrowers shall obtain all such approvals, if any, required for the continued effectiveness of this covenant.6.3 Restrictions on Fundamental Changes.its Stock,(a)(b)Enter into any merger, consolidation, reorganization, or recapitalization, or reclassifyLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution),(c) Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in onetransaction or a series of transactions, all or any substantial part of its assets, or(d)Suspend or go out of a substantial portion of its or their business.LA/] 099295.7 30

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 39 of 456.4 Disposal of Assets. Other than Permitted Dispositions, convey, sell, lease, license, assign,transfer, or otherwise dispose of any of the assets of any Borrower or any Subsidiary of a Borrower.6.5 Change Name. Change any Borrower's or any of its Subsidiaries' name, organizationalidentification number, state of organization, or organizational identity; provided, however, that a Borrower or aSubsidiary of a Borrower may change its name upon at least 30 days prior written notice by AdministrativeBorrower to Agent of such change and so long as, at the time of such written notification, such Borrower orsuch Subsidiary provides any financing statements necessary to perfect and continue perfected the Agent'sLiens.6.6 Nature of Business. Make any change in the principal nature of their business.6.7 Prepayments and Amendments. Except in connection with Refinancing Indebtednesspermitted by Section 6.1.(a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtednessof any Borrower or any Subsidiary of a Borrower, other than the Obligations in accordance with thisAgreement,(b) make any payment on account of Indebtedness that has been contractuallysubordinated in right of payment if such payment is not permitted at such time under the subordination termsand conditions, or(c) directly or indirectly, amend, modify, alter, increase, or change any of the terms orconditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning(1) Indebtedness permitted under Section 6.1(b),LO or fj); (2) Indebtedness permitted under Section 6.1(c), th)or (j) in each case other than any such amendment, alteration or change that would be permitted in connectionwith Refinancing Indebtedness in respect thereof; (3) the Lease Related Agreements; (4) the LicenseAgreements; or (5) the Material Renovation Documents.6.8 Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control.6.9 Consignments. Consign any of their Inventory or sell any of their Inventory on bill and hold,sale or return, sale on approval, or other conditional terms of sale.6.10 Distributions. Other than Permitted Distributions, make any distribution or declare or payany dividends (in cash or other property, other than common Stock) on, or purchase, acquire, redeem, or retireany of any Borrower's Stock, of any class, whether now or hereafter outstanding.6.11 Accounting Methods. Modify or change their fiscal year or their method of accounting(other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreementcurrently existing, or at any time hereafter entered into with any third party accounting firm or service bureaufor the preparation or storage of Borrowers' or their Subsidiaries' accounting records without said accountingfirm or service bureau agreeing to provide Agent information regarding Borrowers' and their Subsidiaries'financial condition.6.12 Investments. Except for Permitted Investments, directly or indirectly, make or acquire anyInvestment, or incur any liabilities (including contingent obligations) for or in connection with any Investment;provided, however. that Administrative Borrower and its Subsidiaries shall not have Permitted Investments(other than in the Cash Management Accounts and in the Senior Note Interest Reserve Account) in DepositAccounts or Securities Accounts in an aggregate amount in excess of $1,000,000 at any one time unlessAdministrative Borrower or its Subsidiary, as applicable, and the applicable securities intermediary or bankhave entered into Control Agreements governing such Permitted Investments in order to perfect (and furtherLAn 099295.7 31

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 40 of 45establish) the Agent's Liens in such Permitted Investments. Subject to the foregoing proviso, Borrowers shallnot and shall not permit their Subsidiaries to establish or maintain any Deposit Account or Securities Account(other than the Senior Note Interest Reserve Account) unless Agent shall have received a Control Agreementin respect of such Deposit Account or Securities Account6.13 Transactions with Affiliates. Except for Exempted Affiliate Transactions, directly orindirectly enter into or permit to exist any transaction with any Affiliate of any Borrower except fortransactions that (a) are in the ordinary course of Borrowers' business, (b) are upon fair and reasonable terms,(c) if they involve one or more payments by any Borrower or any of its Subsidiaries in excess of $500,000, arefully disclosed to Agent, and (d) are no less favorable to Borrowers or their respective Subsidiaries, asapplicable, than would be obtained in an arm's length transaction with a non-Affiliate.6.14 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a) on theClosing Date, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, theother Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, consistentwith the terms and conditions hereof, to finance the Renovation and for any other lawful and permittedpurposes.6.15 Inventory and Equipment with Bailees. Store the Inventory or Equipment of Borrowers ortheir Subsidiaries at any time now or hereafter with a bailee, warehouseman, or similar party.6.16 Financial Covenants.(a) Fail to maintain or achieve:(i) Minimum EBITDA. EBITDA, measured on a quarter-end basis, of at leastthe required amount set forth in the following table for the applicable period set forth opposite thereto:Applicable Amount$1,000,000$2,000,000$6,000,000$15,000,000$17,500,000$20,000,000•Applicable PeriodFor the 4 fiscal quarter periodending March 31, 2005, and for each 4 fiscal quarterperiod ending on each fiscal quarter end thereafterthrough and including March 31, 2006For the 4 fiscal quarter periodending June 30, 2006For the 4 fiscal quarter periodending September 30, 2006. .For the 4 fiscal quarter periodending December 31, 2006For the 4 fiscal quarter periodending March 31, 2007• For the 4 fiscal quarter periodending June 30, 2007, and for each 4 fiscal quarterperiod ending on each fiscal quarter end thereafterLA/1099295.7 32

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 41 of 45(ii) Maximum Senior Leverage. Senior Leverage Ratio, measured on aquarter-end basis, of not more than the maximum ratio set forth in the following table for the applicablemeasurement dates set forth opposite thereto:Applicable SeniorLeverage RatioApplicable Measurement Date21.00:1.00 March 31, 2005, and each fiscal quarter end thereafterup to and including March 31, 200611.00:1.00 June 30, 20063.75:1.00 September 30, 20061.75:1.00 December 31, 20061.25:1.00 March 31, 2007 and each fiscal quarter end thereafter(b) Make:(i) Capital Expenditures. Capital Expenditures (other than any such CapitalExpenditures (x) consisting of Gaming Equipment purchases pursuant to Gaming FF&E Financings or(y) renovation costs funded directly (or indirectly through the Disbursed Funds Account) and entirely fromfunds in the Renovation Disbursement Account) in any fiscal year set forth in the following table in excess ofthe maximum amount, or less than the minimum amount, in each case as set forth in the following table for theapplicable period:Minimum AmountMaximum AmountFiscal Year 2006 $-0- $4,000,000Fiscal Year 2007 $1,750,000 $4,000,000Fiscal Year 2008 $1,750,000 $4,000,000Fiscal Year 2009 $1,750,000 $4,000,000; provided, however, that if during any fiscal year the amount of all Capital Expenditures permitted to bemade is not so made (the "Unused Amount"), such Unused Amount may be used in the immediatelysucceeding fiscal year in an amount equal to the Unused Amount (such amount, the "Cam-OverAmount"); provided further that (A) in such succeeding fiscal year, Capital Expenditures shall be deemedto have been made first from the amount permitted to be made for such fiscal year and, second, from theCarry-Over Amount, and (B) no Carry-Over Amount may be carried forward to any fiscal year other thanthe immediately succeeding fiscal year.6.17 Finance Corp Business Activities. With respect to Finance Corp, hold any material assets,become liable for any obligations (other than the Obligations and the Indebtedness permitted pursuant toSection 6.1(f1) or engage in any business activities.LAU1D99295.7 33

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 42 of 457. EVENTS OF DEFAULT.Any one or more of the following events shall constitute an event of default (each, an "Eventof Default") under this Agreement:7.1 If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all orany portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement ofLender Group Expenses, or other amounts (other than any portion thereof constituting principal) constitutingObligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding,regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding),and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of theObligations);7.2 If Borrowers or any Subsidiary of any Borrower:(a) fail to 'perform or observe any covenant or other agreement contained in any ofSections 2.7, 5.5, 5.8 5.12 5.14 5.15(b), 5.16 and 6.1 through 6.17 of this Agreement;(b) fail to perform or observe any covenant or other agreement contained in any ofSections 5.2 5.3 5.4 5.17 and 5.19 of this Agreement and such failure continues for a period of 3 BusinessDays after the earlier of (i) the date on which such failure shall first become known to any officer of anyBorrower or (ii) written notice thereof is given to Administrative Borrower by Agent; or(c) fail to perform or observe any covenant or other agreement contained in any ofSections 5.6, 5.7 5.9 5.10 5.11 5.15 and 5.18 of this Agreement and such failure continues for a period of10 Business Days after the earlier of (i) the date on which such failure shall first become known to any officerof any Borrower or (ii) written notice thereof is given to Administrative Borrower by Agent; or(d) fail to perform or observe any covenant or other agreement contained in thisAgreement, or in any of the other Loan Documents; in each case, other than any such covenant or agreementthat is the subject of another provision of this Section 7 (in which event such other provision of this Section 7shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which suchfailure shall first become known to any officer of any Borrower or (ii) written notice thereof is given toAdministrative Borrower by Agent;7.3 11 any material portion of any Borrower's or any of its Subsidiaries' assets is attached, seized,subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person andthe same is not discharged before the earlier of 30 days after the date it first arises or 5 days prior to the date onwhich such property or asset is subject to forfeiture by such Borrower or the applicable Subsidiary;7.4 If an Insolvency Proceeding is commenced by any Borrower or any Subsidiary of a Borrower;7.5 If an Insolvency Proceeding is commenced against any Borrower or any Subsidiary of aBorrower, and any of the following events occur: (a) the applicable Borrower or Subsidiary consents to theinstitution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding isnot timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60calendar days of the date of the filing thereof; (d) an interim trustee is appointed to take possession of all orany substantial portion of the properties or assets of, or to operate all or any substantial portion of the businessof, any Borrower or any Subsidiary of a Borrower, or (e) an order for relief shall have been issued or enteredtherein;LA/1099295.7 34

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 43 of 457.6 if any Borrower or any Subsidiary of a Borrower (or, prior to the occurrence of the OperatorLicensing Event, E&W) is enjoined, restrained, or in any way prevented by court order from continuing toconduct all or any material part of its business affairs;7.7 If one or more judgments, orders, or awards involving an aggregate amount of $2,500,000, ormore (except to the extent covered by insurance pursuant to which the insurer has accepted liability therefor inwriting) shall be entered or filed against any Borrower or any Subsidiary of any Borrower or with respect toany of their respective assets, and the same is not released, discharged, bonded against, or stayed pendingappeal before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such asset issubject to being forfeited by the applicable Borrower or the applicable Subsidiary;7.8 If there is a default in one or more agreements to which any Borrower or any Subsidiary of aBorrower is a party with one or more third Persons relative to Indebtedness of any Borrower or any Subsidiaryof any Borrower involving an aggregate amount of $2,500,000 or more, and such default (i) occurs at the finalmaturity of the obligations thereunder, or (ii) results in a right by such third Person(s), irrespective of whetherexercised, to accelerate the maturity of the applicable Borrower's or Subsidiary's obligations thereunder;7.9 If any warranty, representation, statement, or Record made herein or in any other LoanDocument or delivered to Lender in connection with this Agreement or any other Loan Document proves to beuntrue in any material respect (except that such materiality qualifier shall not be applicable to anyrepresentations and warranties that already are qualified or modified by materiality in the text thereof) as of thedate of issuance or making or deemed making thereof;7.10 If the obligation of any Guarantor under the Guaranty is limited or terminated by operation oflaw or by such Guarantor (other than a termination of the E&W Guaranty pursuant to its terms after theOperator Licensing Event) or any such Guarantor becomes the subject of an Insolvency Proceeding;7.11 If the Security Agreement or any other Loan Document that purports to create a Lien, shall,for any reason, fail or cease to create a valid and perfected and, except to the extent permitted by the termshereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby, exceptas a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement;7.12 Any provision of any Loan Document shall at any time for any reason be declared to be nulland void, or the validity or enforceability thereof shall be contested by any Borrower or any Subsidiary of aBorrower, or a proceeding shall be commenced by any Borrower or any Subsidiary of a Borrower, or by anyGovernmental Authority having jurisdiction over any Borrower or any Subsidiary of a Borrower, seeking toestablish the invalidity or unenforceability thereof, or any Borrower or any Subsidiary of a Borrower shalldeny that it has any liability or obligation purported to be created under any Loan Document;7.13 If there is an "Event of Default" under, and as defined in, the Indenture;7.14 If there is a Tenant Event of Default (as defined in the Leases) or a Landlord Event ofDefault (as defined in the Leases), or the termination of either' of the Leases (other than in accordance withtheir terms upon the occurrence of the Operator Licensing Event);7.15 If Borrowers shall abandon the Renovation;7.16 If any of the Material Renovation Documents shall have terminated, become invalid orillegal, or otherwise ceased to be in full force and effect (except in accordance with its terms uponcompletion of the respective work or delivery of the respective materials); provided that with respect toany Material Renovation Document other than the Renovation Contract and the Architect Agreement, noEvent of Default shall be deemed to have occurred as a result of such termination so long as (a) Parentprovides written notice to Agent (immediately upon, but in no event more than two (2) Business DaysLAJ1099295.7 35

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 44 of 45after, Parent's becoming aware of such Renovation Document's ceasing to be in full force or effect) thatParent intends to replace the Contractor under such Renovation Document (or that replacement is notnecessary), and (b) in each case if, in the reasonable judgment of Parent, a replacement is necessary, theParent (i) obtains a replacement Contractor for the affected Contractor and (ii) enters into a replacementRenovation Document in form and substance reasonably satisfactory to Agent (and on terms no lessbeneficial to Parent than then current market terms), within sixty (60) days of such termination;7.17 If E&W (for the period prior to the Operator Licensing Event), any Guarantor or anyBorrower, or any of their Subsidiaries, as applicable, fails to keep in full force and effect, suffers thetermination, revocation, forfeiture, nonrenewal or suspension of, or suffers a material adverse amendment to,any Gaming License, franchise, registration, qualification, finding of suitability or other approval orauthorization required to enable E&W, such Guarantor or Borrower, or any such Subsidiary, as applicable, toown, operate, or otherwise conduct or manage the Business;7.18 If any Governmental Authority terminates, suspends, amends, revokes, repeals or fails torenew any law, license, franchise, registration, qualification, finding of suitability or other approval orauthorization required to enable E&W (for the period prior to the Operator Licensing Event), any Guarantor orany Borrower, or any of their Subsidiaries, as applicable, to own, operate, or otherwise conduct or manage theBusiness;7.19 If the Re-opening shall not have occurred on or before June 1, 2006; or7.20 If any Governmental Authority terminates, suspends, amends, revokes, repeals, fails to issueor fails to renew any Gaming License held by any Parent Pledgor or finding of suitability or other approval orauthorization required to enable any such Parent Pledgor to own the Stock of Parent, or to own, operate,participate or associate in the business of Borrowers and their Subsidiaries.8. THE LENDER GROUP'S RIGHTS AND REMEDIES.8.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an Event ofDefault, the Required Lenders (at their election but without notice of their election and without demand) mayauthorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent,acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all ofwhich are authorized by Borrowers:(a) Declare all or any portion of the Obligations, whether evidenced by this Agreement,by any of the other Loan Documents, or otherwise, immediately due and payable;(b) Cease advancing money or extending credit to or for the benefit of Borrowers underthis Agreement, under any of the Loan Documents, or under any other agreement between Borrowers and theLender Group;(c) Terminate this Agreement and any of the other Loan Documents as to any futureliability or obligation of the Lender Group, but without affecting any of the Agent's Liens in the Collateral andwithout affecting the Obligations;(d) Borrowers, and each of their Subsidiaries, agree that, upon the occurrence of andduring the continuance of an Event of Default and at Agent's request, Borrowers will, and will cause each oftheir Subsidiaries to immediately file such applications for approval and shall take all other and further actionsrequired by Agent to obtain such approvals or consents of regulatory authorities as are necessary to transferownership and control to Agent, of the Gaming Licenses held by it, or its interest in any Person holding anysuch Gaming License. To enforce the provisions of this Section 8.1(d), Agent is empowered to request theappointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seekLA/1099295.7 36

Case 11-22216-bam Doc 16-4 Entered 08/01/11 18:20:48 Page 45 of 45from the applicable Nevada Gaming Authority an involuntary transfer of control of any Gaming License forthe purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Borrowers herebyagree to authorize, and to cause each of their Subsidiaries to authorize such an involuntary transfer of controlupon the request of the receiver so appointed and, if Borrowers or any such Subsidiary shall refuse to authorizethe transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event ofDefault, Borrowers shall further use, and shall cause their Subsidiaries to use, their reasonable best efforts toassist in obtaining approval of the applicable Nevada Gaming Authority, if required, for any action ortransactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, andfiling with the applicable Nevada Gaming Authority of the assignor's or transferor's portion of any applicationor applications for consent to the assignment of any Gaming License or transfer of control necessary orappropriate under the applicable Nevada Gaming Authority's rules and regulations for approval of the transferor assignment of any portion of the Collateral, together with any Gaming License or other authorization.Borrowers acknowledge that the assignment or transfer of Gaming Licenses is integral to Agent's realizationof the value of the Collateral, that there is no adequate remedy at law for failure by Borrowers to comply withthe provisions of this Section 8.1(d) and that such failure would not be adequately compensable in damages,and therefore agree that the agreements contained in this Section 8.1(d) may be specifically enforced; and(e) The Lender Group shall have all other rights and remedies available at law or inequity or pursuant to any other Loan Document.The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described inSection 7.4 or Section 7.5 in addition to the remedies set forth above, without any notice to Borrowers or anyother Person or any act by the Lender Group, the Commitments shall automatically terminate and theObligations then outstanding, together with all accrued and unpaid interest thereon and all fees and all otheramounts due under this Agreement and the other Loan Documents, shall automatically and immediatelybecome due and payable, without presentment, demand, protest, or notice of any kind, all of which areexpressly waived by Borrowers.8.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement,the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have allother rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. Noexercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the LenderGroup of any Event of Default shall be deemed a continuing waiver. No delay by,the Lender Group shallconstitute a waiver, election, or acquiescence by it.9. TAXES AND EXPENSES.If any Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or,in the case of leased properties or assets, rents or other amounts payable under such leases) due to thirdPersons, or fails to make any deposits or furnish any required proof of payment or deposit, all as requiredunder the terms of this Agreement, then, Agent, in its sole discretion and without prior notice to any Borrower,may do any or all of the following: (a) make payment of the same or any part thereof, (b) set up such reservesagainst the Borrowing Base or the Maximum Revolver Amount as Agent deems necessary to protect theLender Group from the exposure created by such failure, or (c) in the case of the failure to comply withSection 5.8 hereof, obtain and maintain insurance policies of the type described in Section 5.8 and take anyaction with respect to such policies as Agent deems prudent. Any such amounts paid by Agent shall constituteLender Group Expenses and any such payments shall not constitute an agreement by the Lender Group tomake similar payments in the future or a waiver by the Lender Group of any Event of Default under thisAgreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and thereceipt of the usual official notice for the payment thereof shall be conclusive evidence that the same wasvalidly due and owing.LAJI D99295.7 37

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 1 of 5010. WAIVERS; INDEMNIFICATION.10.1 Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice ofdefault or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise,settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held bythe Lender Group on which any such Borrower may in any way be liable.10.2 The Lender Group's Liability for Collateral. Each Borrower hereby agrees that: (a) solong as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way ormanner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage theretooccurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or(iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) allrisk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.10.3 Indemnification. Each Borrower shall pay, indemnify, defend, and hold the Agent-RelatedPersons, the Lender-Related Persons, and each Participant (each, an "Indemnified Person") harmless (to thefullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations,proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expensesactually incurred in connection therewith or in connection with the enforcement of this indemnification (as andwhen they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon,or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery,enforcement, performance, or administration (including any restructuring or workout with respect hereto) ofthis Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or themonitoring of Borrowers' and their Subsidiaries' compliance with the terms of the Loan Documents, and(b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other LoanDocument, or the use of the proceeds of the credit provided hereunder (irrespective of whether anyIndemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner relatedthereto (each and all of the foregoing, the "Indemnified Liabilities"). The foregoing to the contrarynotwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 10.3 withrespect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resultedfrom the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive thetermination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes anypayment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers wererequired to indemnify the Indemnified Person receiving such payment, the Indemnified Person making suchpayment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUTLIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIEDPERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PARTARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCHINDEMNIFIED PERSON OR OF ANY OTHER PERSON.11. NOTICES.Unless otherwise provided in this Agreement, all notices or demands by Borrowers or Agentto the other relating to this Agreement or any other Loan Document shall be in writing and (except forfinancial statements and other informational documents which may be sent by first-class mail, postage prepaid)shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested),overnight courier, electronic mail (at such email addresses as Administrative Borrower or Agent, as applicable,may designate to each other in accordance herewith), or telefacsimile to Borrowers in care of AdministrativeBorrower or to Agent, as the case may be, at its address set forth below:LA! 099295 .7 38

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 2 of 50If to Administrative Borrower.with copies to:If to Agent:with copies to:155 EAST TROPICANA, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109Attn: Michael HesslingFax No.: (702) 739-7783Kummer Kaempfer Bonner & Renshaw3800 Howard Hughes ParkwaySeventh FloorLas Vegas, Nevada 89109Attn: Michael Bonner, Esq.Fax No.: 702-796-7181WELLS FARGO FOOTHILL, INC.2450 Colorado AvenueSuite 3000 WestSanta Monica, California 90404Attn: Specialty Finance ManagerFax No.: 310-453-7442Paul, Hastings, Janofsky & Walker LLP515 S. Flower StreetTwenty-fifth FloorLos Angeles, California 90071Attn: John Francis Hilson, Esq.Fax No.: 213-627-0705Agent and Borrowers may change the address at which they are to receive notices hereunder,by notice in writing in the foregoing manner given to the other party. All notices or demands sent inaccordance with this Section 11, other than notices by Agent in connection with enforcement rights against theCollateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receiptor 3 Business Days after the deposit thereof in the mail. Each Borrower acknowledges and agrees that noticessent by the Lender Group in connection with the exercise of enforcement rights against Collateral under theprovisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or, wherepermitted by law, transmitted by telefacsimile or any other method set forth above.12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHERLOANDOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOANDOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,.INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OFTHE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISINGHEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO ṢHALL BEDETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGSARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSSHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO THE EXTENT PERMITTEDBY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENTAGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'SLA/1099295.7 39

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 3 of 50OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCHACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.BORROWERS AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENTPERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THEDOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANYPROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).(c) BORROWERS AND EACH MEMBER OF THE LENDER GROUP HEREBYWAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OFACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OFTHE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORTCLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORYCLAIMS. BORROWERS AND EACH MEMBER OF THE LENDER GROUP REPRESENT THATEACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILYWAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS AWRITTEN CONSENT TO A TRIAL BY THE COURT.13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.13.1 Assignments and Participations.(a) Any Lender may assign and delegate to one or more assignees (each an "Assignee")that are Eligible Transferees all, or any ratable portion of all, of the Obligations, the Commitments and theother rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimumamount (unless waived by the Agent) of $5,000,000; provided, however. that Borrowers and Agent maycontinue to deal solely and directly with such Lender in connection with the interest so assigned to an Assigneeuntil (i) written notice of such assignment, together with payment instructions, addresses, and relatedinformation with respect to the Assignee, have been given to Administrative Borrower and Agent by suchLender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower andAgent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof inaccordance with Section 13.1(b), and (iii) unless waived by the Agent, the assigning Lender or Assignee haspaid to Agent for Agent's separate account a processing fee in the amount of $3,500. Anything containedherein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need notbe an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, orother disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.(b) From and after the date that Agent notifies the assigning Lender (with a copy toAdministrative Borrower) that it has received an executed Assignment and Acceptance and, if applicable,payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extentthat rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance,shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lendershall, to the extent that rights and obligations hereunder and under the other Loan Documents have beenassigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect toSection 10.3 hereof) and be released from any future obligations under this Agreement (and in the case of anAssignment and Acceptance covering all or the remaining portion of an assigning Lender's rights andobligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party heretoand thereto), and such assignment shall effect a novation among Borrowers, the assigning Lender, and theAssignee; provided, however, that nothing contained herein shall release any assigning Lender fromobligations that survive the termination of this Agreement, including such assigning Lender's obligationsunder Article 15 and Section 16.7 of this Agreement.LA/I 099295.7 40

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 4 of 50(c) By executing and delivering an Assignment and Acceptance, the assigning Lenderthereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto asfollows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes norepresentation or warranty and assumes no responsibility with respect to any statements, warranties orrepresentations made in or in connection with this Agreement or the execution, legality, validity,enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnishedpursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibilitywith respect to the financial condition of Borrowers or the performance or observance by Borrowers of any oftheir obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) suchAssignee confirms that it has received a copy of this Agreement, together with such other documents andinformation as it has deemed appropriate to make its own credit analysis and decision to enter into suchAssignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, suchassigning Lender or any other Lender, and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking or not taking action under thisAgreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powersunder this Agreement as are delegated to Agent, by the terms hereof, together with such powers as arereasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which bythe terms of this Agreement are required to be performed by it as a Lender.(d) Immediately upon Agent's receipt of the required processing fee, if applicable, anddelivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to beamended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resultingadjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reducesuch Commitments, of the assigning Lender pro tanto.(e) Any Lender may at any time sell to one or more commercial banks, financialinstitutions, or other Persons (a "Participant") participating interests in its Obligations, the Commitment, andthe other rights and interests of that Lender (the "Originating Lender") hereunder and under the other LoanDocuments; provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of thisAgreement and the other Loan Documents and the Participant receiving the participating interest in theObligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall notconstitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligationsunder this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible forthe performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely anddirectly with the Originating Lender in connection with the Originating Lender's rights and obligations underthis Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interestunder which the Participant has the right to approve any amendment to, or any consent or waiver with respectto, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiverwith respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of theObligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to theObligations hereunder in which such Participant is participating, (C) release all or substantially all of theCollateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents)supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of,or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change theamount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amountspayable by Borrowers hereunder shall•be determined as if such Lender had not sold such participation, exceptthat, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shallhave become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed tohave the right of set off in respect of its participating interest in amounts owing under this Agreement to thesame extent as if the amount of its participating interest were owing directly to it as a Lender under thisAgreement The rights of any Participant only shall be derivative through the Originating Lender with whomsuch Participant participates and no Participant shall have any rights under this Agreement or the other LoanDocuments or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers orLA/1099293.7 41

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 5 of 50their Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the rightto participate directly in the making of decisions by the Lenders among themselves.In connection with any such assignment or participation or proposed assignment orparticipation, a Lender may, subject to the provisions of Section 16.7, disclose all documents and informationwhich it now or hereafter may have relating to Borrowers and their Subsidiaries and their respectivebusinesses.(g) Any other provision in this Agreement notwithstanding, any Lender may at any timecreate a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement infavor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S.Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or securityinterest in any manner permitted under applicable law.13.2 Successors. This Agreement shall bind and inure to the benefit of the respective successorsand assigns of each of the parties; provided, however, that Borrowers may not assign this Agreement or anyrights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall beabsolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from itsObligations. A Lender may assign this Agreement and the other Loan Documents and its rights and dutieshereunder and thereunder pursuant to Section 13.1 hereof and, except as expressly required pursuant toSection 13.1 hereof, no consent or approval by any Borrower is required in connection with any suchassignment.14. AMENDMENTS; WAIVERS.14.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement orany other Loan Document (other than Bank Product Agreements), and no consent with respect to any departureby Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the RequiredLenders (or by Agent at the written request of the Required Lenders) and Administrative Borrower (on behalfof all Borrowers) and then any such waiver or consent shall be effective, but only in the specific instance andfor the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall,unless in writing and signed by all of the Lenders affected thereby and Administrative Borrower (on behalf ofall Borrowers), do any of the following:(a)increase or extend any Commitment of any Lender,(b) postpone or delay any date fixed by this Agreement or any other Loan Document forany payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,(c) reduce the principal of, or the rate of interest on, any loan or other extension of credithereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,(d)change the Pro Rata Share that is required to take any action hereunder,(e) amend or modify this Section , or any provision of this Agreement providing forconsent or other action by all Lenders,Collateral,(f)(g)(h)other than as permitted by Section 15.12, release Agent's Lien in and to any of thechange the definition of "Required Lenders" or "Pro Rata Share,"contractually subordinate any of the Agent's Liens,LA/1099295 7 42

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 6 of 50money,(i) release any Borrower or any Guarantor from any obligation for the payment of(i) change the definition of Borrowing Base or the definition of Maximum RevolverAmount, or change Section 2.1(b). or(k) amend any of the provisions of Section 15.and, provided further, however that no amendment, waiver or consent shall, unless in writing and signed byAgent, Issuing Lender, or Swing Lender, as applicable, affect the rights or duties of Agent, Issuing Lender, orSwing Lender, as applicable, under this Agreement or any other Loan Document. The foregoingnotwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to,any provision of this Agreement or any other Loan Document that relates only to the relationship of the LenderGroup among themselves, and that does not affect the rights or obligations of Borrowers, shall not requireconsent by or the agreement of Borrowers.14.2 Replacement of Holdout Lender.(a) If any action to be taken by the Lender Group or Agent hereunder requires theunanimous consent, authorization, or agreement of all Lenders, and a Lender ("Holdout Lender") fails to giveits consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice tothe Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a"Replacement Lender"), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Suchnotice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall notbe later than 15 Business Days after the date such notice is given.(b) Prior to the effective date of such replacement, the Holdout Lender and eachReplacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the HoldoutLender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share ofthe Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the HoldoutLender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effectivedate of such replacement, the Holdout Lender shall be deemed to have executed and delivered such.Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with theterms of Section 13.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations,the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the otherLoan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender's Pro Rata Share ofAdvances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share ofthe Risk Participation Liability of such Letter of Credit.14.3 ' No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise anyright, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lenderin exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effectiveunless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender onany occasion shall affect or diminish Agent's and each Lender's rights thereafter to require strict performanceby Borrowers of any provision of this Agreement. Agent's and each Lender's rights under this Agreement andthe other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or anyLender may have.15. AGENT; THE LENDER GROUP.15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appointsWFF as its representative under this Agreement and the other Loan Documents and each Lender herebyirrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to takeLA/1099293.7 43

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 7 of 50such other action on its behalf under the provisions of this Agreement and each other Loan Document and toexercise such, powers and perform such duties as are expressly delegated to Agent by the terms of thisAgreement or any other Loan Document, together with such powers as are reasonably incidental thereto.Agent agrees to act as such on the express conditions contained in this Section 15. The provisions of thisSection 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, andBorrowers and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisionscontained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other LoanDocument notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forthherein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or anyother Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the useof the word "Agent" is for convenience only, that WFF is merely the representative of the Lenders, and onlyhas the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agentshall have and may use its sole discretion with respect to exercising or refraining from exercising anydiscretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take orassert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality ofthe foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent,Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreementremains in effect: (a) maintain, in accordance with its customary business practices, ledgers and recordsreflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, andrelated matters, (b) execute or file any and all financing or similar statements or notices, amendments,renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements withrespect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the LoanDocuments, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiariesas provided in the Loan Documents, (e) open and maintain such bank accounts and cash managementarrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for theforegoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries,(f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect toBorrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwiserelated to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expensesas Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powerspursuant to the Loan Documents.15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any otherLoan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counselconcerning all matters pertaining to such duties. Agent shall not be responsible for the negligence ormisconduct of any agent or attorney in fact that it selects as long as such selection was made without grossnegligence or willful misconduct.15.3 Liability of Agent. None of the Agent Related Persons shall (a) be liable for any actiontaken or omitted to be taken by any of them under or in connection with this Agreement or any other LoanDocument or the transactions contemplated hereby (except for its own gross negligence or willful misconduct),or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warrantymade by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer or director thereof,contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or otherdocument referred to or provided for in, or received by Agent under or in connection with, this Agreement orany other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of thisAgreement or any other Loan Document, or for any failure of any Borrower or any other party to any LoanDocument to perform its obligations hereunder or thereunder. No Agent Related Person shall be under anyobligation to any Lender to ascertain or to inquire as to the observance or performance of any of theagreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the booksand records or properties of Borrowers or the books or records or properties of any of Borrowers' Subsidiariesor Affiliates.LA11099295.7 44

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 8 of 5015.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying,upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or otherelectronic method of transmission, telex or telephone message, statement or other document or conversationbelieved by it to be genuine and correct and to have been signed, sent, or made by the proper Person orPersons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to anyLender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failingOr refusing to take any action under this Agreement or any other Loan Document unless Agent shall firstreceive such advice or concurrence of the Lenders as it deems appropriate and until such instructions arereceived, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first beindemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may beincurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fullyprotected in acting, or in refraining from acting, under this Agreement or any other Loan Document inaccordance with a request or consent of the requisite. Lenders and such request and any action taken or failureto act pursuant thereto shall be binding upon all of the Lenders.15.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledge ornotice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment ofprincipal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, exceptwith respect to Events of Default of which Agent has actual knowledge, unless Agent shall have receivedwritten notice from a Lender or Administrative Borrower referring to this Agreement, describing such Defaultor Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify theLenders of its receipt of.any such notice or of any Event of Default of which Agent has actual knowledge. Ifany Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the otherLenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices toits Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default orEvent of Default as may be requested by the Required Lenders in accordance with Section 8; provided,however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to)take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shalldeem advisable.15.6 Credit Decision. Each Lender acknowledges that none of the Agent Related Persons hasmade any representation or warranty to it, and that no act by Agent hereinafter taken, including any review ofthe affairs of Borrowers and their Subsidiaries or Affiliates, shall be deemed to constitute any representation orwarranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that . it has,independently and without reliance upon any Agent-Related Person and based on such documents andinformation as it has deemed appropriate, made its own appraisal of and investigation into the business,prospects, operations, property, financial and other condition and creditworthiness of Borrowers and any otherPerson party to a Loan Document, and all applicable bank regulatory laws relating to the transactionscontemplated hereby, and made its own decision to enter into this Agreement and to extend credit toBorrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continueto make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementand the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to thebusiness, prospects, operations, property, financial and other condition and creditworthiness of Borrowers andany other Person party to a Loan Document. Except for notices, reports, and other documents expressly hereinrequired to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provideany Lender with any credit or other information concerning the business, prospects, operations, property,financial and other condition or creditworthiness of Borrowers and any other Person party to a Loan Documentthat may come into the possession of any of the Agent Related Persons.15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses tothe extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of itsfunctions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees andLA/1099295.7 45

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 9 of 50expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collectionby outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurancepremiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent orLenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed todeduct and retain sufficient amounts from the Collections of Borrowers and their Subsidiaries received byAgent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts toLenders. In the event Agent is not reimbursed for such costs and expenses by Borrowers or their Subsidiaries,each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender's Pro Rata Sharethereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnifyupon demand the Agent Related Persons (to the extent not reimbursed by or on behalf of Borrowers andwithout limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and againstany and all Indemnified Liabilities; provided, however that no Lender shall be liable for the payment to anyAgent Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's grossnegligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender infailing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, eachLender shall reimburse Agent upon demand for such Lender's Pro Rata Share of any costs or out of pocketexpenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent inconnection with the preparation, execution, delivery, administration, modification, amendment, or enforcement(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights orresponsibilities under, this Agreement, any other Loan Document, or any document contemplated by orreferred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers.The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation orreplacement of Agent.15.8 Agent in Individual Capacity. WFF and its Affiliates may make loans to, issue letters ofcredit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind ofbanking, trust, financial advisory, underwriting, or other business with Borrowers and their Subsidiaries andAffiliates and any other Person party to any Loan Documents as though WFT were not Agent hereunder, and,in each case, without notice to or consent of the other members of the Lender Group. The other members ofthe Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive informationregarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject toconfidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of suchinformation to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of awaiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain),Agent shall not be under any obligation to provide such information to them. The terms "Lender" and"Lenders" include WFF in its individual capacity.15.9 Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agentresigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If nosuccessor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, afterconsulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform anymaterial provision of this Agreement or of applicable law, the Required Lenders may agree in writing toremove and replace Agent with a successor Agent from among the Lenders. In any such event, upon theacceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all therights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and theretiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent'sresignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actionstaken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent hasaccepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation,the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall performall of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent asprovided for above.LA/1099295.7 46

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 10 of 5015.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loansto, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generallyengage in any kind of banking, trust, financial advisory, underwriting or other business with Borrowers andtheir Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lenderwere not a Lender hereunder without notice to or consent of the other members of the Lender Group. Theother members of the Lender Group acknowledge that, pursuant to such activities, such Lender and itsrespective Affiliates may receive information regarding Borrowers or their Affiliates and any other Personparty to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such otherPerson and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that,in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver suchLender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to providesuch information to them. With respect to the Swing Loans and Protective Advances, Swing. Lender shall havethe same rights and powers under this Agreement as any other Lender and may exercise the same as though itwere not the sub-agent of Agent15.11 Withholding Taxes.(a) All payments made by any Borrower hereunder or under any note or other LoanDocument will be made without setoff, counterclaim, or other defense. In addition, all such payments will bemade free and clear of, and without deduction or withholding for, any present or future Taxes, and in the eventany deduction or withholding of Taxes is required, each Borrower shall comply with the penultimate sentenceof this Section 15.11(a). "Taxes" shall mean, any taxes, levies, imposts, duties, fees, assessments or othercharges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision ortaxing authority thereof or therein with respect to such payments (but excluding any tax imposed by anyjurisdiction or by any political subdivision or taxing authority thereof or therein measured by or based on thenet income or net profits of each applicable Lender) and all interest, penalties or similar liabilities with respectthereto. If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes andsuch additional amounts as may be necessary so that every payment of all amounts due under this Agreement,any note, or Loan Document, including any amount paid pursuant to this Section 15.11(a) after withholding ordeduction for or on account of any Taxes, will not be less than the amount provided for herein; provided,however, that Borrowers shall not be required to increase any such amounts if the increase in such amountpayable results from Agent's or such Lender's own willful misconduct or gross negligence (as finallydetermined by a court of competent jurisdiction). Each Borrower will furnish to Lender as promptly aspossible after the date the payment of any Tax is due pursuant to applicable law certified copies of tax receiptsevidencing such payment by any Borrower.(b) If a Lender claims an exemption from United States withholding tax, Lender agreeswith and in favor of Agent and any Borrower, to deliver to Agent:(i) if such Lender claims an exemption from United States withholding taxpursuant to its portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, thatit is not a (I) a "bank" as described in Section 881(cX3XA) of the IRC, (II) a 10% shareholder of any Borrower(within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to anyBorrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRSForm W-8BEN, before receiving its first payment under this Agreement and at any other time reasonablyrequested by Agent or any Borrower;(ii) if such Lender claims an exemption from, or a reduction of, withholding taxunder a United States tax treaty, properly completed and executed IRS Form W-8BEN before receiving its firstpayment under this Agreement and at any other time reasonably requested by Agent or any Borrower;(iii) if such Lender claims that interest paid under this Agreement is exempt fromUnited States withholding tax because it is effectively connected with a United States trade or business of suchLA/1099295.7 47

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 11 of 50Lender, two properly completed and executed copies of IRS Form W-8ECI before receiving its first paymentunder this Agreement and at any other time reasonably requested by Agent or any Borrower; or(iv) such other form or forms, including IRS Form W-9, as may be requiredunder the IRC or other laws of the United States as a condition to exemption from, or reduction of, UnitedStates withholding or backup withholding tax before receiving its first payment under this Agreement and atany other time reasonably requested by Agent or any Borrower.Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances whichwould modify or render invalid any claimed exemption or reduction.(c) If a Lender claims an exemption from withholding tax in a jurisdiction other than theUnited States, Lender agrees with and in favor of Agent and Borrowers, to deliver to Agent any such form orforms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reductionof, foreign withholding or backup withholding tax before receiving its first payment under this Agreement andat any other time reasonably requested by Agent or Administrative Borrower.Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances whichwould modify or render invalid any claimed exemption or reduction.(d) If any Lender claims exemption from, or reduction of, withholding tax and suchLender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowersto such Lender, such Lender agrees to notify Agent and Administrative Borrower of the percentage amount inwhich it is no longer the beneficial owner of Obligations of Borrowers to such Lender. To the extent of suchpercentage amount, Agent and Borrowers will treat such Lender's documentation provided pursuant toSections 15.11(b) or 15.11(c) as no longer valid. With respect to such percentage amount, Lender may providenewdocurnentation, pursuant to Sections 15.11(b) or 15.11(c) if applicable.(e) If any Lender is entitled to a reduction in the applicable withholding tax, Agent maywithhold from any interest payment to such Lender an amount equivalent to the applicable withholding taxafter taking into account such reduction. If the forms or other documentation required by subsection (b) or (c)of this Section 15.11 are not delivered to Agent, then Agent may withhold from any interest payment to suchr Lender not providing such forms or other documentation an amount equivalent to the applicable withholdingtax.(f) If the IRS or any other Governmental Authority of the United States or otherjurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account ofany Lender due to a failure on the part of the Lender (because the appropriate form was not delivered, was notproperly executed, or because such Lender failed to notify Agent of a change in circumstances which renderedthe exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shallindemnify and hold Agent harmless for all amounts paid, directly or indirectly, by Agent, as tax or otherwise,including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payableto Agent under this Section 15.11, together with all costs and expenses (including attorneys fees andexpenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligationsand the resignation or replacement of Agent.(g) In the event that as a result of an assignment by a Lender (and determined basedon applicable laws as in effect on the date of such assignment without taking into account any subsequentchanges thereto) of all or any portion of its Obligations and Commitments to a Person organized outsidethe United States (an "Increased Costs Foreign Lender"), Borrowers are required to make paymentspursuant to this Section 15.11 in an amount in excess of the amounts such assigning Lender would beentitled to receive, then Administrative Borrower may, at its option, exercisable until thirty (30) days afterthe first date on which Borrowers are required to pay any such excess amount, notify Agent and suchL&1099295.7 48

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 12 of 50Increased Costs Foreign Lender of its intention to replace such Increased Costs Foreign Lender. So longas no Default or Event of Default has occurred and is continuing, Borrower Representative, with theconsent of Agent, may obtain, at Borrowers' expense, a replacement Lender ("Increased CostsReplacement Lender") for the Increased Costs Foreign Lender, which Increased Costs ReplacementLender must be reasonably satisfactory to Agent. If Borrowers obtain an Increased Costs ReplacementLender within sixty (60) days following notice of their intention to do so, the Increased Costs ForeignLender must promptly sell and assign its Obligations and Commitments to such Increased CostsReplacement Lender, subject only to the Increased Costs Foreign Lender being repaid its share of theoutstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)without any premium or penalty of any kind whatsoever; provided, that Borrowers shall have reimbursedsuch Increased Costs Foreign Lender for the additional amounts or increased costs that it is entitled toreceive under this Agreement through the date of such sale and assignment Notwithstanding theforegoing, Borrowers shall not have the right to obtain an Increased Costs Replacement Lender if theIncreased Costs Foreign Lender rescinds its demand for additional amounts (in excess of the amounts thatwould have been payable to the assigning Lender having assigned the applicable Obligations to suchIncreased Costs Lender) within 15 days following its receipt of Borrowers' notice of intention to replacesuch Increased Costs Foreign Lender. Furthermore, if Borrowers give a notice of intention to replace anddo not so replace such Increased Costs Foreign Lender within sixty (60) days thereafter, Borrowers'replacement rights under this Section 15.11(g) shall terminate with respect to such Increased CostsForeign Lender and Borrowers shall promptly pay all increased costs or additional amounts demanded bysuch Increased Costs Foreign Lender pursuant to this Section 15.11.15.12 Collateral Matters.(a) The Lenders hereby irrevocably authorize Agent, at its option and in its solediscretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment andsatisfaction in full by Borrowers of all Obligations, (ii) constituting property being sold or disposed of if arelease is required or desirable in connection therewith and if Administrative Borrower certifies to Agent thatthe sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (andAgent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property inwhich no Borrower or its Subsidiaries owned any interest at the time the Agent's Lien was granted nor at anytime thereafter, or (iv) constituting property leased to a Borrower or its Subsidiaries under a lease that hasexpired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agentwill not execute and deliver a release of any Lien on any Collateral without the prior written authorization of(y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the RequiredLenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writingAgent's authority to release any such Liens on particular types or items of Collateral pursuant to thisSection 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary toevidence such release on terms that, in Agent's opinion, would expose Agent to liability or create anyobligation or entail any consequence other than the release of such Lien without recourse, representation, orwarranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens(other than those expressly being released) upon (or obligations of Borrowers in respect of) all interestsretained by Borrowers, including, the proceeds of any sale, all of which shall continue to constitute part of theCollateral.(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that theCollateral exists or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, orthat the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforcedor are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty ofcare, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted oravailable to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect ofthe Collateral, or any act, omission, or event related thereto, subject to the terms and conditions containedLA/1099295.7 49

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 13 of 50herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interestin the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liabilitywhatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.15.13 Restrictions on Actions by Lenders;_ Sharing of Payments.(a) Each of the Lenders agrees that it shall not, without the express written consent ofAgent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set offagainst the Obligations, any amounts owing by such Lender to Borrowers or any deposit accounts ofBorrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not,unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, thecommencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce anysecurity interest in, any of the Collateral.(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff"or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any suchproceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or(ii) payments from Agent in excess of such Lender's ratable portion of all such distributions by Agent, suchLender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may berequired to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of allof the Lenders and for 'application to the Obligations in accordance with the applicable provisions of thisAgreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in theObligations owed to the other Lenders so that such excess payment received shall be applied ratably as amongthe Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excesspayment received by the purchasing party is thereafter recovered from it, those purchases of participationsshall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paidtherefor shall be returned to such purchasing party, but without interest except to the extent that suchpurchasing party is required to pay interest in connection with the recovery of the excess payment15.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and eachLender hereby accepts such appointment) for the purpose of perfecting the Agent's Liens in assets which, inaccordance with Article 8 or Article 9, as applicable, of the Code can be perfected only by possession orcontrol. Should any Lender obtain possession or control of any such Collateral, such Lender shall notifyAgent thereof, and, promptly upon Agent's request therefor shall deliver possession or control of suchCollateral to Agent or in accordance with Agent's instructions.15.15 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shallbe made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions aseach party may designate for itself by written notice to Agent. Concurrently with each such payment, Agentshall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest ofthe Obligations.15.16 Concerning the Collateral and Related Loan Documents. Each member of the LenderGroup authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each memberof the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement orthe other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein orherein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of theLenders.15.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; OtherReports and Information. By becoming a party to this Agreement, each Lender:LA/1099295.7 50

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 14 of 50(a) is deemed to have requested that Agent furnish such Lender, promptly after itbecomes available, • a copy of each field audit or examination report (each a "Report" and collectively,"Reports") prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,(b) expressly agrees and acknowledges that Agent does not (i) make any representationor warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in anyReport,(c) expressly agrees and acknowledges that the Reports are not comprehensive audits orexaminations, that Agent or other party performing any audit or examination will inspect only specificinformation regarding Borrowers and will rely significantly upon the books and records of Borrowers and theirSubsidiaries, as well as on representations of Borrowers' personnel,(d) agrees to keep all Reports and other material, non-public information regardingBorrowers and their Subsidiaries and their operations, assets, and existing and contemplated business plans ina confidential manner in accordance with Section 16.7 and(e) without limiting the generality of any other indemnification provision contained inthis Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from anyaction the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reachor draw from any Report in connection with any loans or other credit accommodations that the indemnifyingLender has made or may make to Borrowers, or the indemnifying Lender's participation in, or theindemnifying Lender's purchase of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify,defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims,actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs)incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any thirdparties who might obtain all or part of any Report through the indemnifying Lender.In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agentprovide to such Lender a copy of any report or document provided by Borrowers to Agent that has not beencontemporaneously provided by Borrowers to such Lender, and, upon receipt of such request, Agent promptlyshall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of theLoan Documents, to request additional reports or information from Borrowers, any Lender may, from time totime, reasonably request Agent to exercise such right as specified in such Lender's notice to Agent, whereuponAgent promptly shall request of Administrative Borrower the additional reports or information reasonablyspecified by such Lender, and, upon receipt thereof from Administrative Borrower, Agent promptly shallprovide a copy of same to such Lender, and (z) any time that Agent renders to Administrative Borrower astatement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.15.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documentsnow or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, andnot by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any creditavailable hereunder shall constitute the several (and not joint) obligations of the respective Lenders on aratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, inprincipal amount, at any one time outstanding, the amount of their respective Commitments. Nothingcontained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or inrespect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solelyresponsible for notifying its Participants of any matters relating to the Loan Documents to the extent any suchnotice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of anyother Lender. Except as provided in Section 16.7, no member of the Lender Group shall have any liability forthe acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or anyother Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder,LAJ1099295.7 51

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 15 of 50nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on itsbehalf hereunder or in connection with the financing contemplated herein.15.19 Bank Product Providers. Each Bank Product Provider shall be deemed a party hereto forpurposes of any reference in a Loan Document to the parties for whom Agent is acting; it being understood andagreed that the rights and benefits of such Bank Product Provider under the Loan Documents consistexclusively of such Bank Product Provider's right to share in payments and collections out of the Collateral asmore fully set forth herein. In connection with any such distribution of payments and collections, Agent shallbe entitled to assume no amounts are due to any Bank Product Provider unless such Bank Product Provider hasnotified Agent in writing of the amount of any such liability owed to it prior to such distribution.16. GENERAL PROVISIONS.16.1 Effectiveness. This Agreement shall be binding and deemed effective when executed byBorrowers, Agent, and each Lender whose signature is provided for on the signature pages hereof.16.2 Section Headings. Headings and numbers have been set forth herein for convenience only.Unless the contrary is compelled by the context, everything contained in each Section applies equally to thisentire Agreement.16.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall beconstrued against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On thecontrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according tothe ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all partieshereto.16.4 Severability of Provisions. Each provision of this Agreement shall be severable from everyother provision of this Agreement for the purpose of determining the legal enforceability of any specificprovision.16.5 Counterparts; Electronic Execution. This Agreement may be executed in any number ofcounterparts and by different parties on separate counterparts, each of which, when executed and delivered,shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the sameAgreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic methodof transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method oftransmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver anoriginal executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.The foregoing shall apply to each other Loan Document mutalis mutandis.16.6 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligationsby any Borrower or Guarantor or the transfer to the Lender Group of any property should for any reasonsubsequently be declared to be void or voidable under any state or federal law relating to creditors' rights,including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidableor recoverable payments of money or transfers of property (each, a "Voidable Transfer"), and if the LenderGroup is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so uponthe reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that theLender Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneysfees of the Lender Group related thereto, the liability of Borrowers or Guarantor automatically shall berevived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.16.7 Confidentiality. Agent and Lenders each individually (and not jointly or jointly andseverally) agree that material, non-public information regarding Borrowers and their Subsidiaries, theirLA/1099295.7 52

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 16 of 50operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in aconfidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to thisAgreement, except: (a) to attorneys for and other advisors, accountants, auditors, and consultants to anymember of the Lender Group, (b) to Subsidiaries and Affiliates of any member of the Lender Group (includingthe Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive suchinformation hereunder subject to the terms of this Section 16.7, (c) as may be required by statute, decision, orjudicial or administrative order, rule, or regulation, (d) as may be agreed to in advance by AdministrativeBorrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to anysubpoena or other legal process, (e) as to any such information that is or becomes generally available to thepublic (other than as a result of prohibited disclosure by Agent or the Lenders), (f) in connection with anyassignment, prospective assignment, sale, prospective sale, participation or prospective participations, orpledge or prospective pledge of any Lender's interest under this Agreement, provided that any such assignee,prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, orprospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms ofthis Section, and (g) in connection with any litigation or other adversary proceeding involving parties heretowhich such litigation or adversary proceeding involves claims related to the rights or duties of such partiesunder this Agreement or the other Loan Documents. The provisions of this Section 16.7 shall survive for2 years after the payment in full of the Obligations.16.8 Integration. This Agreement, together with the other Loan Documents, reflects the entireunderstanding of the parties with respect to the transactions contemplated hereby and shall not be contradictedor qualified by any other agreement, oral or written, before the date hereof.16.9 Parent as Agent for Borrowers. Each Borrower hereby irrevocably appoints Parent as theborrowing agent and attorney-in-fact for all Borrowers (the "Administrative Borrower") which appointmentshall remain in full force and effect unless and until Agent shall have received prior written notice signed byeach Borrower that such appointment has been revoked and that another Borrower has been appointedAdministrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the AdministrativeBorrower (i) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for thebenefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such actionas the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit andto exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.It is understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, asmore fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collectiveborrowing powers of Borrowers in the most efficient and economical manner and at their request, and thatLender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derivebenefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashionsince the successful operation of each Borrower is dependent on the continued successful performance of theintegrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower herebyjointly and severally agrees to indemnify each member of the Lender Group and hold each member of theLender Group harmless against any and all liability, expense, loss or claim of damage or injury, made againstthe Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of(a) the handling of the Loan Account and Collateral of Borrowers as herein provided, (b) the Lender Group'srelying on any instructions of the Administrative Borrower, or (c) any other action taken by the Lender Grouphereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevantAgent-Related Person or Lender-Related Person under this Section 16.9 with respect to any liability that hasbeen finally determined by a court of competent jurisdiction to have resulted solely from the gross negligenceor willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.16.10 Gaming Laws and Liquor Laws. Notwithstanding any provision of this Agreement to thecontrary, all rights, remedies, and powers provided in this Agreement may be exercised only to the extent thatthe exercise thereof does not violate any applicable mandatory provision of the Gaming Laws or the LiquorLaws and all provisions of this Agreement are intended to be subject to all applicable mandatory provisions ofLA/I 099295.7 53

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 17 of 50the Gaming Laws and Liquor Laws and to be limited solely to the extent necessary to not render theprovisions of this Agreement invalid or unenforceable, in whole or in part.[Signature pages to follow.]LA/1099295.7 54

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 18 of 50IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executedand delivered as of the date first above written.155 EAST TROPICANA, LLC,a Nevada limited liability company, as a BorrowerBy:Name: NeilIts: Chief Exe F ye Officer[SIGNATURE PAGE TO CREDIT AGREEMENT]S-1

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 19 of 50155 EAST TROPICANA FINANCE CORP.a Nevada corporation, as a BorrowerBy:Name: ,eferIts: President[SIGNATURE PAGE TO CREDIT AGREEMENT]S-2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 20 of 50WELLS FARGO FOOTTIILL,INC.,a California corporation, as Agent and as a LenderBy:Name: 4iim FBI=Title: Senior Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]S-3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 21 of 50EXHIBIT A-1FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTThis ASSIGNMENT AND ACCEPTANCE AGREEMENT ("Assignment Agreement")'isentered into as of between ("Assignor") and("Assignee"). Reference is made to the Agreement described in Annex I hereto {asamended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the"Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaningsascribed to them in the Credit Agreement.I. In accordance with the terms and conditions of Section 13 of the Credit Agreement,the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes fromthe Assignor, that interest in and to the Assignor's rights and obligations under the Loan Documents as of the•date hereof with respect to the Obligations owing to the Assignor, and Assignor's portion of the Commitments,all to the extent specified on Annex I.2. The Assignor (a) represents arid warrants that (i) it is the legal and beneficial ownerof the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and(ii) it has full power and authority, and has taken all action necessary, to execute and deliver this AssignmentAgreement and to consummate the transactions contemplated hereby; (b) makes no representation or warrantyand assumes no responsibility with respect to (i) any statements, representations or warranties made in or inconnection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness,sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto;(c) makes no representation or warranty and assumes no responsibility with respect to the financial conditionof any Borrower or the performance or observance by any Borrower of any of its respective obligations underthe Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents andwarrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowersto Assignor with respect to Assignor's share of the Advances assigned hereunder, as reflected on Assignor'sbooks and records.3. The Assignee (a) confirms that it has received copies of the Credit Agreement andthe other Loan Documents, together with copies of the financial statements referred to therein and such otherdocuments and information as it has deemed appropriate to make its own credit analysis and decision to enterinto this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent,Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at thetime, continue to make its own credit decisions in taking or not taking any action under the Loan Documents;(c) confirms that it is an Eligible Transferee; (d) appoints and authorizes the Agent to take such action as agenton its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the termsthereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform inaccordance with their terms all of the obligations which by the terms of the Loan Documents axe required to beperformed by it as a Lender; [and (f) attaches the forms prescribed by the Internal Revenue Service of theUnited States certifying as to the Assignee's status for purposes of determining exemption from United Stateswithholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or suchother documents as are necessary to indicate that all such payments are subject to such rates at a rate reducedby an applicable tax treaty.]4. Following the execution of this Assignment Agreement by the Assignor andAssignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. Theeffective date of this Assignment (the "Settlement Date") shall be the latest to occur of (a) the date of theexecution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole andLA/I105408.2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 22 of 50separate account a processing fee in the amount of $3,500 (if required by the Credit Agreement), (c) the receiptof any required consent of the Agent, and (d) the date specified in Annex L5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreementand, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights andobligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to theextent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be releasedfrom its obligations under the Credit Agreement and the other Loan Documents, provided, however thatnothing contained herein shall release any assigning Lender from obligations that survive the termination ofthis Agreement, including such assigning Lender's obligations under Article 15 and Section 16.7 of the CreditAgreement.6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as setforth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payableto the holder of the interest assigned hereunder (including payments of principal, interest, fees and otheramounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and toAssignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date,Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that waspaid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due andpayable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to theperiod of time from and after the Settlement Date.7. This Assignment Agreement may be executed in counterparts and by the partieshereto in separate counterparts, each of which when so executed and delivered shall be an original, but all ofwhich shall together constitute one and the same instrument This Assignment Agreement may be executedand delivered by telecopier or other facsimile transmission all with the same force and effect as if the samewere a fully executed and delivered original manual counterpart.8. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.[Signature Page Follows.]LA/1105408.2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 23 of 50IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement andAnnex I hereto to be executed by their respective officers, as of the first date written above.[NAME OF ASSIGNOR)as AssignorByName:Title:[NAME OF ASSIGNEE]as AssigneeByName:Title:ACCEPTED THIS DAY OFWELLS FARGO FOOTHILL, INC.,a California corporation, as AgentByName:Title:LA/I 105408.2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 24 of 50ANNEX FOR ASSIGNMENT AND ACCEPTANCEANNEX I1. Borrowers: 155 East Tropicana, LLC, a Nevada limited liability company, and 155 East TropicanaFinance Corp., a Nevada corporation2. Name and Date of Credit Agreement:3. Date of Assignment Agreement:4. Amounts:Credit Agreement, dated as of March 29, 2005, by and among the Borrowers, thelenders from time to time a party thereto (the "Lenders"), Wells Fargo Foothill, Inc.,a California corporation, as the arranger and administrative agent for the Lendersa. Assigned Amount of Revolver Commitmentb. Assigned Amount of Advances5. Settlement Date:6. Purchase Price:7. Notice and Payment Instructions, etc.Assignee: Assignor:LA/1105408.2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 25 of 508. Agreed and Accepted:[ASSIGNOR] [ASSIGNEE]Name: Name:By:By:Title:Title:Accepted:WELLS FARGO FOOTHILL, INC.,a California corporation, as AgentByName:Title:LA/1105408.2

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 26 of 50EXHIBIT B-1FORM OF BORROWING BASE CERTIFICATEWells Fargo Foothill, Inc.2450 Colorado AvenueSuite 3000 WestSanta Monica, California 90404Attn: Specialty Finance ManagerThe undersigned, 155 EAST TROPICANA, LLC, a Nevada limited liabilitycompany ("Parent"), pursuant to Schedule 5.2 of that certain Credit Agreement dated as of March 29,2005 (as amended, restated, supplemented or otherwise modified from time to time, including allschedules thereto, the "Credit Agreement"), entered into among Parent and 155 EAST TROPICANAFINANCE CORP., a Nevada corporation ("Finance Corp."; Parent and Finance Corp. are referred tohereinafter each individually as a "Borrower", and individually and collectively, jointly and severally,as the "Borrowers"), the lenders signatory thereto from time to time, and Wells Fargo Foothill, Inc., aCalifornia corporation as the arranger and administrative agent (in such capacity, together with itssuccessors and assigns, if any, in such capacity, "Agent"), hereby certifies to Agent that the followingitems, calculated in accordance with the terms and definitions set forth in the Credit Agreement forsuch items are true and correct, and that Borrowers are in compliance with and, after giving effect toany currently requested Advances, will be in compliance with, the terms, conditions, and provisions ofthe Credit Agreement.All capitalized terms used in this Borrowing Base Certificate have the meanings setforth in the Credit Agreement unless specifically defined herein.[Remainder of page intentionally left blank.]LA/1105428.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 27 of 50A. Borrowing Base Calculation1. The product of (i) the TTM EBITDA for the mostrecently ended 12 month period for which financialstatements have been delivered pursuant to Section5.3 (provided, however that for purposes ofdetermination of the Borrowing Base EBITDA foreach month from and including January 2004 throughand including December 2004 shall be as set forth onSchedule B-1) multiplied by (ii)(x) for any date ofdetermination on or before September 30, 2006, 3.0,and (y) for any date of determination after September30, 2006, 2.02. $7,500,0003. Greater of Item 1. and 2.4. Reservesa. Bank Products Reserveb. the sum of the aggregate amount of reserves,if any, established by Agent under Section2.1(b) of the Credit Agreementc. Sum of Items 4.a. and 4.b. $5 Borrowing Base (Item 3. minus Item 4.c.): $6. Availability Calculationa. (i) Maximum Revolver Amount $15 000 000(ii) Letter of Credit Usage $(iii) Bank Products Reserve $(iv) outstanding Advances $(v)Item 6.a.(i) minus Item 6.a.(ii) minusItem 6.a. (iii) minus Item 6.a. (iv) $b. (i) Borrowing Base $(ii) Letter of Credit Usage $(iii)outstanding AdvancesLA/11054283-2-

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 28 of 50(iv)Item .6.b.N minus Item 6.b.(iV minushem 6. b. (iii)c. lesser of Item 6.a. and 6.b. $B. Letters of Credit Calculation1. maximum L/C amount $5 000 0002. L/Cs permitted under Borrowing Basea. Borrowing Base (from Section A Item 5.) $b. Amount of current outstanding Advances $Item 2.a. minus Item 2.b. $3. L/Cs permitted under Maximum Revolver Amounta. Maximum Revolver Amount $15 000 000b. Amount of current outstanding Advances $c. Amount of Bank Product Reserve $d Item 3.a. minus Item 3.b minus Item 3.c. $4. Letter of Credit Usage plus the amount of anyproposed Letters of Credit $5. No L/C Availability if Item 4 is greater than Item 1.,Item 2.c. or Item 3.d. $LA/1105428.3-3-

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 29 of 50Additionally, the undersigned hereby certifies and represents and warrants to the LenderGroup on behalf of Borrowers that (i) as of the date hereof, each representation or warranty made byBorrowers and contained in or pursuant to any Loan Document, any agreement, instrument,certificate, document or other writing furnished by any Borrower at any time under or in connectionwith any Loan Document, and as of the effective date of any advance, continuation or conversionrequested above is true and correct in all material respects (except to the extent any representation orwarranty expressly related to an earlier date), (ii) each of the covenants and agreements contained inany Loan Document have been performed (to the extent required to be performed on or before the datehereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuingon the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all ofthe foregoing is true and correct as of the effective date of the calculations set forth above and thatsuch calculations have been made in accordance with the requirements of the Credit Agreement.155 EAST TROPICANA, LLC,as Administrative BorrowerBy:Title:LA/] 105428.3-4-

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 30 of 50EXHIBIT C-1FORM OF COMPLIANCE CERTIFICATE[on Administrative Borrower's letterhead]To: Wells Fargo Foothill, Inc.2450 Colorado AvenueSuite 3000 WestSanta Monica, California 90404Attn: Specialty Finance ManagerLadies and Gentlemen:Re: Compliance Certificate datedReference is made to that certain CREDIT AGREEMENT dated as of March 29, 2005 (asamended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the"Credit Agreement"), by and among the lenders identified on the signature pages thereof (such lenders,together with their respective successors and permitted assigns, are referred to hereinafter each individually asa "Lender" and collectively as the "Lenders"), WELLS FARGO FOOTHILL, INC., a Californiacorporation, as the arranger and administrative agent for the Lenders (in such capacity, together with itssuccessors and assigns in such capacity, "Aunt"), 155 EAST TROPICANA, LLC, a Nevada limited liabilitycompany ("Parent"), and 155 EAST TROPICANA FINANCE CORP., a Nevada corporation ("FinanceCorp."; Parent and Finance Corp. are referred to hereinafter each individually as a "Borrower", andindividually and collectively, jointly and severally, as the "Borrowers"). Capitalized terms used in thisCompliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.Pursuant to Schedule 5.3 of the Credit Agreement, the undersigned officer of AdministrativeBorrower hereby certifies that:1. The financial information of Borrowers and their Subsidiaries furnished in Schedule1 attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the lackof footnotes), and fairly presents in all material respects the financial condition of Borrowers and theirSubsidiaries.2. Such officer has reviewed the terms of the Credit Agreement and has made, orcaused to be made under his/her supervision, a review in reasonable detail of the transactions and condition ofBorrowers and their Subsidiaries during the accounting period covered by the financial statements deliveredpursuant to Schedule 5.3 of the Credit Agreement.3. Such review has not disclosed the existence on and as of the date hereof, and theundersigned does not have knowledge of the existence as of the date hereof, of any event or condition thatconstitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attachedhereto, specifying the nature and period of existence thereof and what action Borrower and their Subsidiarieshave taken, are taking, or propose to take with respect thereto.4. The representations and warranties of Borrowers and their Subsidiaries set forth inthe Credit Agreement and the other Loan Documents are true and correct in all material respects on and as ofLA/1105429.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 31 of 50the date hereof (except to the extent they relate to a specified date), except as set forth on Schedule 3 attachedhereto.5. Borrowers and their Subsidiaries are in compliance with the applicable covenantscontained in Section 6.16 of the Credit Agreement as demonstrated on Schedule 4 hereof.[Signature Pages Follow.]LA/1105429.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 32 of 50day ofIN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this155 EAST TROPICANA, LLC,as Administrative BorrowerBy:Name:Title:LA/1105429.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 33 of 50SCHRDULE 3Representations and WarrantiesLA/1105429.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 34 of 50SCHEDULE 4Financial Covenants1. Minimum EBITDA.Borrowers' and their Subsidiaries' EBITDA, measured on .a quarter-end basis, for the 12month period endingis $ , which amount [is/is not] greater than orequal to the amount set forth in Section 6.16(a)(i) of the Credit Agreement for the corresponding period.2. Senior Leverage Ratio.Borrowers' and their Subsidiaries' Senior Leverage Ratio, measured on a quarter-end basis,as of is $ , which amount [is/is not] greater than or equal to the amountset forth in Section 6.16(a)(ii) of the Credit Agreement for the corresponding measurement date.3. Capital Expenditures.Borrowers' and their Subsidiaries' Capital Expenditures from the beginning of Borrowers'most recent Fiscal Year to the date hereof is , which (i) [is/is not] greater than or equal to theminimum amount set forth in Section 6.16(b)(i) of the Credit Agreement for the corresponding period and (ii)[is/is not) less than or equal to the maximum amount set forth in Section 6.16(b)(i) of the Credit Agreement forthe corresponding period.LA/1105429.3

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 35 of 50EXHIBIT I-1FORM OF INTERCREDITOR AGREEMENTINTERCREDITOR AND LIEN SUBORDINATION AGREEMENTTHIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT datedas of , 20 (this "Agreement") is made by and among WELLS FARGOFOOTHILL, INC., in its capacity as the arranger and administrative agent (in suchcapacity, together with it successors and assigns (if any) in such capacity, the "OriginalAgent") under and pursuant to the Loan Agreement (as hereinafter defined), THE BANKOF NEW YORK TRUST COMPANY, N.A. ("BNY"), solely in its capacity as collateralagent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the"Collateral Agent"), 155 EAST TROPICANA, LLC, a Nevada limited liability company("Tropicana"), and 155 EAST TROPICANA FINANCE CORP., a Nevada corporation("Tropicana Finance"; Tropicana and Tropicana and Finance, are referred to hereinaftereach individually as a "Borrower," and individually and collectively, jointly andseverally, as the "Borrowers").RECITALS:A. Borrowers, Collateral Agent, and BNY, in its capacity as Trustee (in suchcapacity, the "Trustee"), have entered into an Indenture, dated as of , 20_(the "Indenture"), pursuant to which the Borrowers incurred indebtedness for certainnotes (such notes, together with all other notes issued after the date hereof and exchangenotes issued in exchange therefore, the "Notes") in an aggregate principal amount atmaturity of $130,000,000. The repayment of the Indenture Secured Obligations(as hereinafter defined) is secured by security interests in and liens on the assets andproperties described in (i) the Senior Secured Note Security Agreement, dated as of thedate hereof (the "Indenture Security Agreement"), made by the Borrowers in favor of theCollateral Agent for the benefit of the Collateral Agent, the Trustee, and the Noteholders,(ii) the Pledge Agreement, dated as of the date hereof (the "Indenture PledgeAgreement"), made by Florida Hooters LLC, a Nevada limited liability company("Florida Hooters"), and EW Common LLC, a Nevada limited liability company ("EWCommon"), in favor of the Collateral Agent for the benefit of the Collateral Agent, theTrustee, and the Noteholders, (iii) the Guarantee and Pledge Agreement, dated as of thedate hereof (the "E&W Note Guarantee and Pledge"), made by Eastern & Western HotelCorporation, a Nevada corporation ("E&W"), in favor of the Collateral Agent for thebenefit of the Collateral Agent, the Trustee, and the Noteholders, and (iv) certain realproperty mortgages, including the (y) Deed of Trust, Security Agreement and FixtureFiling with Assignment of Rents dated as of the date hereof, made by Tropicana toLawyers Title of Nevada, Inc., as trustee for the benefit of Collateral Agent, as collateralLA/1100343.71

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 36 of 50agent for the "Holders" (as defined in the Indenture), and (z) Leasehold Deed of Trust,Security Agreement and Fixture Filing with Assignment of Rents dated as of the datehereof, made by E&W to Lawyers Title of Nevada, Inc., as trustee for the benefit .ofCollateral Agent, as collateral agent for the Holders, together with such other mortgages,deeds of trust, assignments and other real property Liens as may be made as of the datehereof and from time to time hereafter (each, an "Indenture Mortgage" and, together withthe Indenture, the Indenture Security Agreement, the Indenture Pledge Agreement, theE&W Guarantee and Pledge, all Control Agreements (as defined in the IndentureSecurity Agreement for the benefit of the Collateral Agent, the Trustee, the Noteholdersand, as set forth in Section 3.02 hereof, the Agent and the Lenders), and all othercollateral or security documents in favor of Collateral Agent or the Trustee now orhereafter executed and delivered in connection with the Indenture or the IndentureSecurity Agreement, the "Indenture Agreements"), in each case, by a Borrower, FloridaHooters, EW Common or E&W in favor of the Collateral Agent for the benefit of theCollateral Agent, the Trustee, and the Noteholders.B. Borrowers and the Original Agent have entered into a Credit Agreementdated as of , 20_(the "Original Loan Agreement"), pursuant to which theOriginal Agent and the lenders from time to time party thereto (the "Original Lenders")agreed, upon the terms and conditions stated therein, to make loans and advances to andto issue letters of credit on account of the Borrower and the Guarantors up to the principalamount of $15,000,000, together with the fees, interest, expenses and other obligationsdue under the Original Loan Agreement. The repayment of the Loan Agreement SecuredObligations (as hereinafter defined) is secured by security interests in and liens on theassets and properties described in (i) the Security Agreement, dated as of the date hereof(the "Loan Agreement Security Agreement"), made by the Borrowers in favor of theAgent for the benefit of the Lenders, (ii) the Parent Pledge Agreement, dated as of thedate hereof (the "Loan Agreement Pledge Agreement"), made by Florida Hooters andEW Common, in favor of the Agent for the Lenders, (iii) the. Guarantee and PledgeAgreement, dated as of the date hereof (the "E&W Loan Guarantee and Pledge"), madeby E&W in favor of the Agent for the benefit of the Agent and the Lenders, and (iv)certain real property mortgages, including the (y) Deed of Trust, Fixture Filing withAssignment of Rents and Leases, and Security Agreement dated as of the date hereof,made by Tropicana to Lawyers Title of Nevada, Inc., as trustee for the benefit of Agent(as defined herein), as agent and arranger under the Original Loan Agreement, and (z)Leasehold Deed of Trust, Fixture Filing with Assignment of Rents and Leases, andSecurity Agreement dated as of the date hereof, made by E&W to Lawyers Title ofNevada, Inc., as trustee for the benefit of Agent, as agent and arranger under the CreditAgreement, together with such other mortgages, deeds of trust, assignments and otherreal property Liens as may be made as of the date hereof and from time to time hereafter(each, a "Loan Agreement Mortgage" and, together with the Loan Agreement, LoanAgreement Security Agreement, the Loan Agreement Parent Pledge Agreement, allControl Agreements (as defined in the Loan Agreement), and all other collateral orsecurity documents in favor of Agent now or hereafter executed and delivered in

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 37 of 50connection with the Original Loan Agreement or the Loan Agreement SecurityAgreement, the "Loan Agreements"), in each case, by a Borrower Florida Hooters, EWCommon or E&W in favor of the Agent for the benefit of the Lenders.C. One of the conditions of the Original Loan Agreement is that the priorityof the security interests in and liens on the Lender Priority Collateral to secure the LoanAgreement Secured Obligations be senior to the security interests in and liens on theLender Priority Collateral to secure the Indenture Secured Obligations (as hereinafterdefined), in the manner and to the extent provided in this Agreement. One of theconditions of the Indenture is that the priority of the security interests and liens on theIndenture Priority Collateral to secure the Indenture Secured Obligations be senior to thesecurity interests in and liens on the Indenture Priority Collateral to secure the LoanAgreement Secured Obligations and that the Interest Reserve Account (as hereinafterdefined) be security for the Indenture Secured Obligations but not for the LoanAgreement Secured Obligations.D. The Agent and the Collateral Agent desire to enter into this Agreementconcerning the respective rights of the Agent and the Collateral Agent with respect to thepriority of their respective security interests in and liens on the Collateral.E. The terms of the Indenture permit the Borrowers to enter into the OriginalLoan Documents, subject to compliance with certain conditions, and in connectiontherewith authorize 'and direct the Collateral Agent to enter into an intercreditoragreement substantially in the form of this Agreement.F. In order to induce the Agent and Lenders to extend credit to the Borrowersand for purposes of certain conditions precedent and covenants of the Original LoanAgreement, the Agent and the Collateral Agent hereby agree as follows:ARTICLE I.DEFINITIONSSection 1.01 Terms Defined Above and in the Recitals. As used in thisAgreement, the following terms shall have the respective meanings indicated in theopening paragraph hereof and in the above Recitals:"Agreement""Borrowers""Collateral Agent""E&W""E&W Loan Guarantee and Pledge""E&W Note Guarantee and Pledge""EW Common""Florida Hooters""Indenture"

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 38 of 50"Indenture Agreements""Indenture Mortgage""Indenture Pledge Agreement""Indenture Security Agreement""Loan Agreement Mortgage""Loan Agreement Pledge Agreement""Loan Agreement Security Agreement""Loan Agreements""Notes""Original Agent""Original Lenders""Original Loan Agreement""Original Loan Documents""Tropicana""Tropicana Finance""Trustee"Section 1.02 Loan Agreement Definitions. All capitalized terms which are usedbut not defined herein shall have the same meaning as in the Original Loan Agreement,as in effect on the date hereof.Section 1.03 Other Definitions. As used in this Agreement, the following termsshall have the meanings set forth below:"Agent" means the Original Agent, together with its successors, assigns,transferees, and any Person that has a similar title (such as "Agent" or "AdministrativeAgent') under any Loan Agreement."Bankruptc y Code" means title 11 of the United States Code, as in effectfrom time to time."Capital Stock" means (a) in the case of a corporation, corporate stock,(b) in the case of an association or business entity, any and all shares, interests,participations, rights or other equivalents (however designated) of corporate stock, (c) inthe case of a partnership or limited liability company, partnership or membershipinterests (whether general or limited) and (d) any other interest or participation thatconfers on a Person the right to receive a share of the profits and losses ordistributions of property the issuing Person."Cash Collateral" means any Collateral consisting of cash or cashequivalents, any security entitlement (as defined in the New York Commercial Code) andany financial assets (as defined in the New York Commercial Code)."Casino Lease" means that certain "Amended and Restated Casino Lease"by and between the Borrower and E&W dated as of March 9, 2005, as the same may be

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 39 of 50amended from time to time in accordance to the extent permitted under the LoanAgreement and the Indenture."Closing Date" means , 20_."Collateral" means all assets and properties and all interests in assets orproperties now owned or hereafter acquired by any Borrower, any Guarantor or any otherPerson (including the Cash Collateral deposited in Account No. 11553005 maintained atWells Fargo Brokerage Services, LLC by E&W pursuant to the Casino Lease) in or uponwhich a Lien is granted or purported to be granted under any of the Loan Documents orthe Indenture Loan Documents or to secure the Loan Agreement Secured Obligations orthe Indenture Secured Obligations and all products and proceeds of any of the foregoing,provided that the term "Collateral" shall not include the Indenture Exclusive Collateral."Control Collateral" means any Collateral consisting of a certificatedsecurity (as defined in the New York Commercial Code), investment property (as definedin the New York Commercial Code), a deposit account (as defined in the New YorkCommercial Code and any other Collateral as to which a Lien may be perfected throughpossession or control by the secured party, or any agent therefor."Default Notice" has the meaning set forth in Section 2.03."DIP Financing" has the meaning set forth in Section 6.01."Discharge of Loan Agreement Secured Obligations" means payment infull in cash of the Loan Agreement Secured Obligations (other than Loan AgreementSecured Obligations consisting of contingent indemnification obligations under theLender Loan Documents) up to (but not in excess of) the Maximum Priority DebtAmount including, with respect to amounts available to be drawn under outstandingletters of credit issued thereunder (or indemnities issued pursuant thereto in respect ofoutstanding letters of credit), delivery of cash collateral or backstop letters of credit inrespect thereof in compliance with the terms of the Loan Agreement, in each case, afteror concurrently with termination of all commitments to extend credit thereunder."Equity Interests" means Capital Stock and all warrants, options or otherrights to acquire Capital Stock (but excluding any debt security that is convertible into, orexchangeable for, Capital Stock)."Guarantor" means any Person that guarantees or pledges Collateral tosecure the Loan Agreement Secured Obligations or the Indenture Secured Obligations,including E&W."Indenture Exclusive Collateral" means the Cash Collateral maintained inthe Interest Reserve Account as of the Closing Date, together with interest and earningsthereon.

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 40 of 50"Indenture Loan Documents" means the Indenture, the Notes, theIndenture Mortgages, the Indenture Agreements, the Notes, the Guarantees (as defined inthe Indenture) of the Notes, the Registration Rights Agreement (as defined in theIndenture) and such other agreements, instruments and certificates as defined or referredto in the Indenture."Indenture Priority Collateral" means the Cash Collateral maintained inthe Renovation Reserve Account as of the Closing Date, together with interest andearnings thereon; provided that it is understood and agreed that such Cash Collateral isintended to be utilized in the renovation of the real and personal property constitutingLender Priority Collateral and once so utilized and withdrawn from the RenovationReserve Account, whether before or after the commencement of an InsolvencyProceeding, shall constitute Lender Priority Collateral."Indenture Secured Obligations" means all indebtedness represented bythe Notes, together with interest, premiums, fees, costs and expenses in respect thereof(including, without limitation, attorneys fees and disbursements and including interestaccrued after the initiation of any Insolvency Proceeding, whether or not allowed orallowable in any Insolvency Proceeding), and all other Obligations (as such term isdefined in the Indenture) under any of the Indenture Loan Documents."Insolvency Proceeding" means any proceeding commenced by or againstany Person under any provision of the Bankruptcy Code or under any other state orfederal bankruptcy or insolvency law, assignments for the benefit of creditors, formal orinformal moratoria, compositions, extensions generally with creditors, or proceedingsseeking reorganization, arrangement, or other similar relief."Interest Reserve Account" means that certain Account No. 171097maintained at The Bank of New York Trust Company, N.A."Lease" and "Leases" means, individually and collectively, that certainAmended and Restated Hotel Lease and that certain Amended and Restated CasinoLease, each by and between the Borrower and E&W and each dated as of March 9, 2005,as either may be amended from time to time with the written consent of the Agent and theCollateral Agent."Lender Loan Documents" means any Loan Agreement, the "LoanDocuments" as defined in the Original Loan Agreement, the collateral documents andinstruments executed and delivered in connection therewith or in connection with anyother Loan Agreement hereunder, and such other agreements, instruments and certificatesas defined in a Loan Agreement.

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 41 of 50"Lender Priority Collateral" means all Collateral other than the IndentureExclusive Collateral and the Indenture Priority Collateral."Lenders" means the Original Lenders, together with all successors,assigns, transferees, participants, replacement or refinancing lenders, of the OriginalLenders, including any Person designated as a Lender under any Loan Agreement."Lien" means any interest in an asset securing an obligation owed to, or aclaim by, any Person other than the owner of the asset, irrespective of whether (a) suchinterest is based on the common law, statute, or contract, (b) such interest is recorded orperfected, and (c) such interest is contingent upon the occurrence of some future event orevents or the existence of some future circumstance ,or circumstances. Without limitingthe generality of the foregoing, the term "Lien" includes the lien or security interestarising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment,deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease,consignment, or bailment for security purposes and also includes reservations,exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions,leases, and other title exceptions and encumbrances affecting Real Property."Lien Priority" means with respect to any Lien of the Agent or theCollateral Agent in the Collateral, the order of priority of such Lien as specified inSection 2.01."Loan Agreement" means the Original Loan Agreement as amended,restated, modified, renewed, refunded, replaced, or refinanced in whole or in part fromtime to time, including any agreement extending the maturity of, consolidating, otherwiserestructuring (including adding Subsidiaries or affiliates of any Borrower or any otherPersons as parties thereto) or refinancing all or any portion of the Obligations orCommitments as those terms are defined in the Original Loan Agreement (or in any otheragreement that itself is a Loan Agreement hereunder) and whether by the same or anyother agent, lender, or group of lenders and whether or not increasing the amount ofindebtedness that may be incurred thereunder."Loan Agreement Secured Obli gations" means all Obligations and allother amounts owing or due under the terms of the Loan Agreement and the other LenderLoan Documents, including any and all amounts payable under or in respect of theLender Loan Documents, as amended, restated, modified, renewed, refunded, replaced,or refinanced in whole or in part from time to time, including principal, premium,interest, fees, attorneys' fees, costs, charges, expenses, reimbursement obligations, anyobligation to post cash collateral in respect of letters of credit or indemnities in respectthereof, indemnities, guarantees, and all other amounts payable thereunder or in respectthereof (including, in each case, all amounts accruing on or after the commencement ofany Insolvency Proceeding relating to any Borrower, any other Person irrespective of

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 42 of 50whether a claim for all or any portion of such amounts is allowable or allowed in anyInsolvency Proceeding)."Loan Documents" means the Lender Loan Documents and the IndentureLoan Documents."Maximum Priority Debt Amount" means, as of any date ofdetermination, (a) the principal amount (including the undrawn amount of Letters ofCredit) of Loan Agreement Secured Obligations as of such date up to, but not in excessof, $15,000,000, (b) any premium, interest, fees, attorneys' fees, costs, charges,expenses and indemnities, owed under the Loan Agreement or the other Lender LoanDocuments or in respect of the Loan Agreement Secured Obligations and including, foreach amount specified in clauses (a) and (b), all amounts accruing on or after thecommencement of any Insolvency Proceeding relating to any Borrower or any otherPerson irrespective of whether a claim for all or any portion of such amount is allowableor allowed in any Insolvency Proceeding."Noteholders" means each of the holders of the Notes."Ori ginal Loan Agreement" shall have the meaning assigned to such termin the recitals to this Agreement."Party" means Agent and Collateral Agent."Person" means any natural person, corporation, limited liabilitycompany, limited partnership, general partnership, limited liability partnership, jointventure, trust, land trust, business trust, or other organization, irrespective of whethersuch organization is a legal entity, and shall include a government and any agency orpolitical subdivision thereof."Proceeds" means (i) all "proceeds" as defined in Article 9 of the NewYork Commercial Code with respect to the Collateral, and (ii) whatever is recoverable orrecovered when Collateral is sold, exchanged, collected, or disposed whethervoluntarily or involuntarily."Recovery" has the meaning set forth in Section 5.03."Renovation Reserve Account" means that certain Account No. 171098maintained at The Bank of New York Trust Company, N.A., subject to a controlagreement in favor of the Collateral Agent for the benefit of the Noteholders, the Agentand the Lenders as their respective interests may appear."Standstill Notice" means a written notice from or on behalf of (a) theAgent to the Collateral Agent regarding the Lender Priority Collateral stating that anEvent of Default has occurred under the Loan Agreement and stating that such written

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 43 of 50notice is a "Standstill Notice," or (b) the Collateral Agent to the Agent regarding theIndenture Priority Collateral stating that an Event of Default has occurred under theIndenture and stating that such written notice is a "Standstill Notice.""Standstill Period" has the meaning set forth in Section 2.03.Rules of Construction. Unless the context of this Agreement clearlyrequires otherwise, references to the plural include the singular, references to the singularinclude the plural, the term "including" is not limiting, and the term "or" has, exceptwhere otherwise indicated, the inclusive meaning represented by the phrase "and/or."The words "hereof," "herein," "hereby," "hereunder," and similar terms in thisAgreement refer to this Agreement as a whole and not to any particular provision of thisAgreement. Article, section, subsection, clause, schedule, and exhibit references hereinare to this Agreement unless otherwise specified. Any reference in this Agreement to anyagreement, instrument, or document shall include all alterations, amendments, changes,extensions, modifications, renewals, replacements, substitutions, joinders, andsupplements thereto and thereof, as applicable (subject to any restrictions on suchalterations, amendments, changes, extensions, modifications, renewals, replacements,substitutions, joinders, and supplements set forth herein). Any reference herein to anyPerson shall be construed to include such Person's successors and assigns.ARTICLE II.LIEN PRIORITYSection 2.01 Agreement to Subordinate. Notwithstanding the date, time,method, manner or order of grant, attachment, or perfection of any Liens granted to theCollateral Agent, the Trustee, or the Noteholders in respect of all or any portion of theCollateral or of any Liens granted to the Agent or any Lender in respect of all or anyportion of the Collateral, or the order or time of filing or recordation of any document orinstrument for perfecting the Liens in favor of Agent or any Lender or the CollateralAgent (or the Trustee or any Noteholder) in any Collateral or any provision of theUniform Commercial Code, any other applicable law, the Indenture, the Loan Documentsor any other circumstance whatsoever:(a) the Collateral Agent, on behalf of itself, the Trustee, and theNoteholders, hereby agrees that (i) any Lien.in respect of all or any portion of the LenderPriority Collateral now or hereafter held by or on behalf of the Collateral Agent, theTrustee, or any Noteholder that secures all or any portion of the Indenture SecuredObligations, shall in all respects be junior and subordinate to all Liens granted to theAgent or any Lender in the Lender Priority Collateral to secure all or any portion of theLoan Agreement Secured Obligations up to (but not in excess of) the Maximum PriorityDebt Amount, and (ii) any Lien in respect of all or any portion of the Lender PriorityCollateral now or hereafter held by or on behalf of the Agent that secures all or anyportion of the Loan Agreement Secured Obligations in excess of the Maximum PriorityDebt Amount, shall in all respects be junior and subordinate to all Liens granted to the

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 44 of 50Collateral Agent, the Trustee or any Noteholder in the Lender Priority Collateral tosecure all or any portion of the Indenture Secured Obligations, and(b) the Collateral Agent, on behalf of itself; the Trustee, and theNoteholders, hereby agrees that (i) any Lien in respect of all or any portion of the LenderPriority Collateral now or hereafter held by or on behalf of the Agent or any Lender thatsecures all or any portion of the Loan Agreement Secured Obligations up to (but not inexcess of) the Maximum Priority Debt Amount, shall in all respects be senior and prior toall Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the LenderPriority Collateral to secure all or any portion of the Indenture Secured Obligations, and(ii) any Lien in respect of all or any portion of the Lender Priority Collateral now orhereafter held by or on behalf of the Collateral Agent, the Trustee, or any Noteholder thatsecures all or any portion of the Indenture Secured Obligations, shall in all respects besenior and prior to all Liens granted to the Agent in the Lender Priority Collateral tosecure all or any portion of the Loan Agreement Secured Obligations in excess of theMaximum Priority Debt Amount,(c) the Agent, on behalf of itself and the Lenders, hereby agrees that(i) any Lien in respect of all or any portion of the Indenture Priority Collateral now orhereafter held by or on behalf of the Agent or any Lender that secures all or any portionof the Loan Agreement Secured Obligations, shall in all respects be junior andsubordinate to all Liens granted to the Collateral Agent in the Indenture PriorityCollateral to secure all or any portion of the Indenture Secured Obligations, and (ii) anyLien in respect of all or any portion of the Indenture Priority Collateral now or hereafterheld by or on behalf of the Collateral Agent that secures all or any portion of theIndenture Secured Obligations, shall in all respects be senior and prior to all Liensgranted to the Agent in the Indenture Priority Collateral to secure all or any portion of theLoan Agreement Secured Obligations, and(d) the Agent, on behalf of itself and the Lenders, hereby agrees thatthe Indenture Exclusive Collateral does not and shall not secure any Loan AgreementSecured Obligations.The Collateral Agent, for and on behalf of itself, the Trustee and theNoteholders, acknowledges and agrees that, concurrently herewith, the Agent and theLenders have been granted Liens upon all of the Collateral in which the Collateral Agenthas been granted Liens (other than the Indenture Exclusive Collateral) and the CollateralAgent hereby consents thereto. The Agent, for and on behalf of itself and the Lenders,acknowledges and agrees that the Collateral Agent, for the benefit of itself, the Trustee,and the Noteholders, has been granted Liens upon all of the Collateral in which the Agenthas been granted Liens and, in addition, the Indenture Exclusive Collateral and the Agenthereby consents thereto. The subordination of Liens in the Lender Priority Collateral (upto (but not in excess of) the Maximum Priority Debt Amount) by the Collateral Agent, onbehalf of itself; the Trustee, and the Noteholders in favor of the Agent herein shall not be

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 45 of 50deemed to subordinate the Collateral Agent's Liens to the Liens of any other Person; Thesubordination of Liens (in excess of the Maximum Priority Debt Amount) and otherwisein the Indenture Priority Collateral in favor of the Collateral Agent, for the benefit ofitself, the Trustee and the Noteholders herein shall not be deemed to subordinate suchAgent's Liens to the Liens of any other Person.Section 2.02 Waiver of Right to Contest Liens. The Collateral Agent agrees, onbehalf of itself, the Trustee, and the Noteholders, that it and they shall not (and herebywaives, on behalf of itself, the Trustee and the Noteholders any right to) take any actionto contest or challenge (or assist or support any other Person in contesting orchallenging), directly or indirectly, whether or not in any proceeding (including in anyInsolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens ofthe Agent or Lenders in respect of the Collateral. Prior to Discharge of the LoanAgreement Secured Obligations, the Collateral Agent, on behalf of itself, the Trustee, andthe Noteholders, agrees that none of the Collateral Agent, the Trustee, or the Noteholderswill take any action that would hinder any exercise of remedies undertaken by the Agentor Lenders under the Lender Loan Documents with respect to the Lender PriorityCollateral, including any public or private sale, lease, exchange, transfer, or otherdisposition of the Lender Priority Collateral, whether by foreclosure or otherwise. Priorto Discharge of the Loan Agreement Secured Obligations, the Collateral Agent, for itself,the Trustee, and on behalf of the Noteholders, hereby waives any and all rights it, theTrustee, or the Noteholders may have as a junior lien creditor or otherwise to contest,protest, object to, interfere with the manner in which the Agent or Lenders seek toenforce the Liens in any portion of the Lender Priority Collateral (it being understood andagreed that the terms of this Agreement shall govern with respect to such Collateral evenif any portion of the Liens securing the Loan Agreement Secured Obligations areavoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding orotherwise). The Agent, for and on behalf of itself and the Lenders, agrees that it shall not(and hereby waives any right to) take any action to contest or challenge (or assist orsupport any other Person in contesting or challenging), directly or indirectly, whether ornot in any proceeding (including in any Insolvency Proceeding), the validity, priority,enforceability, or perfection of the Liens of the Collateral Agent in respect of theCollateral. Following the Discharge of Loan Agreement Secured Obligations or solelywith respect to the Indenture Priority Collateral at any time prior thereto, the Agent, forand on behalf of itself and the Lenders, agrees that it will not take any action that wouldhinder any exercise of remedies undertaken by the Collateral Agent, the Trustee, or anyNoteholder under the Indenture Loan Documents, including any public or private sale,lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure orotherwise. Following the Discharge of Loan Agreement Secured Obligations or solelywith respect to the Indenture Priority Collateral at any time prior thereto, the Agenthereby waives any and all rights it may have as a junior lien creditor or otherwise tocontest, protest, object to, interfere with the manner in which the Collateral Agent, theTrustee or any Noteholder seeks to enforce the Liens in any portion of the Collateral (itbeing understood and agreed that the terms of this Agreement shall govern with respect to

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 46 of 50such Collateral even if any portion of the Liens securing the Indenture SecuredObligations are avoided, disallowed, set aside, or otherwise invalidated in any judicialproceeding or otherwise).Section 2.03 Remedies Standstill. At any time after the occurrence and duringthe continuation of an Event of Default under any of the Loan Documents, the Agent maysend a Standstill Notice to the Collateral Agent with respect to the Lender PriorityCollateral or the Collateral Agent may send a Standstill Notice to the Agent with respectto the Indenture Priority Collateral.(a) The Collateral Agent, on behalf of itself, the Trustee, and theNoteholders, agrees that from and after the date of its receipt of any Standstill Notice,none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rightsor remedies in respect of the collection on, set off against, marshalling or foreclosureon the Lender Priority Collateral or any other right relating to any Lender PriorityCollateral (including the exercise of any voting rights relating to any Capital Stockconstituting Collateral) under the Loan Documents, applicable law or otherwise as asecured creditor and will not take or receive any Lender Priority Collateral in connectionwith the exercise of any such right or remedy (including recoupment or set-off), whetherunder the Indenture Loan Documents, applicable law, in an Insolvency Proceeding orotherwise unless and until (a) the Agent has expressly waived or acknowledged the cureof the applicable Event of Default in writing or the Discharge of the Loan AgreementSecured Obligations shall have occurred, or (b) 90 days shall have elapsed from the dateof the Collateral Agent's receipt of such Standstill Notice, except with respect to anyLender Priority Collateral which the Agent is pursuing its rights or remedies as a securedcreditor to effect the collection, foreclosure, sale, or other realization upon or dispositionof such Lender Priority Collateral. From and after the earlier to occur of (i) the CollateralAgent's receipt of such waiver or cure notice, or (ii) the elapsing of such 90 day period,any of the Collateral Agent, the Trustee, or any Noteholder may commence to exerciseany of its rights and remedies as a secured creditor under the Loan Documents, applicablelaw or otherwise (subject to the provisions of this Agreement, including Section 4.02hereof and except with respect to any Lender Priority Collateral as to which the Agent orany Lender is effecting the collection, foreclosure, sale or other realization upon ordisposition of). So long as the Agent has not sent a Standstill Notice to the CollateralAgent, the Collateral Agent may exercise its rights or remedies in respect of the LenderPriority Collateral under the Loan Documents after the 10th Business Day followingreceipt by the Agent of a Notice of Intent to Exercise (as defined below). The Agent mayonly send 3 Standstill Notices following the date hereof (it being understood and agreedas clarification to the foregoing that no more than 3 Standstill Notices may be providedwhether delivered hereunder or under any corresponding provision of any otheragreement similar hereto that may be delivered pursuant to Section 7.16) and no Event ofDefault may serve as the basis for any subsequent Standstill Notice unless 90 consecutivedays shall have-elapsed from the date that such Event of Default was cured or waived by

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 47 of 50the Agent, and no more than one Standstill Notice may be given by the Agent in anyconsecutive 365-day period.(b) The Agent, on behalf of itself and the Lenders, agrees that fromand after the date of its receipt of any Standstill Notice, neither the Agent nor any Lenderwill exercise any of its rights or remedies in respect of the collection on, set off against,marshalling of, or foreclosure on the Indenture Priority Collateral or any other rightrelating to any Indenture Priority Collateral under the Loan Documents, applicable law orotherwise as a secured creditor and will not take or receive any Indenture PriorityCollateral in connection with the exercise of any such right or remedy (includingrecoupment or set-off), whether under the Loan Documents, applicable law, in anInsolvency Proceeding or otherwise unless and until (a) the Collateral Agent hasexpressly waived or acknowledged the cure of the applicable Event of Default in writingor the Indenture Secured Obligations shall have been paid in full in cash, or (b) 90 daysshall have elapsed from the date of the Agent's receipt of such Standstill Notice, exceptwith respect to any Indenture Priority Collateral which the Collateral Agent is pursuingits rights or remedies as a secured creditor to effect the collection, foreclosure, sale, orother realization upon or disposition of such Indenture Priority Collateral. From and afterthe earlier to occur of (i) the Agent's receipt of such waiver or cure notice, or (ii) theelapsing of such 90 day period, the Agent or any Lender may commence to exercise anyof its rights and remedies as a secured creditor under the Loan Documents, applicable lawor otherwise (subject to the provisions of this Agreement, including Section 4.02 hereofand except with respect to any Indenture Priority Collateral as to which the CollateralAgent, the Trustee or any Noteholder is effecting the collection, foreclosure, sale or otherrealization upon or disposition of). So long as the Collateral Agent has not sent aStandstill Notice to the Agent, the Agent may exercise its rights or remedies in respect ofthe Indenture Priority Collateral under the Loan Documents after the 10th Business Dayfollowing receipt by the Collateral Agent of a Notice of Intent to Exercise (as definedbelow). The Collateral Agent may only send 3 Standstill Notices following the datehereof (it being understood and agreed as clarification to the foregoing that no morethan 3 Standstill Notices may be provided whether delivered hereunder or under anycorresponding, provision of any other agreement similar hereto that may be deliveredpursuant to Section 7.16) and no Event of Default may serve as the basis for anysubsequent Standstill Notice unless 90 consecutive days shall have elapsed from the datethat such Event of Default was cured or waived by the Collateral Agent and no morethan one Standstill Notice may be given by the Collateral Agent in anyconsecutive 365-day period.(c) The time period during which the Collateral Agent with respect tothe Lender Priority Collateral or the Agent with respect to the Indenture PriorityCollateral is not permitted to exercise rights or remedies under this Section 2.03 isreferred to herein as the "Standstill Period." If at any time other than during anyStandstill Period an "Event of Default" (as defined in the Indenture or the LoanAgreement as applicable) has occurred and is continuing under the Loan Documents, and

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 48 of 50the Collateral Agent with respect to the Lender Priority Collateral or the Agent withrespect to the Indenture Priority Collateral intends to exercise its rights or remedies underthe Loan Documents, the Collateral Agent with respect to the Lender Priority Collateralor the Agent with respect to the Indenture Priority Collateral may do so only aftersending a written notice ("Notice of Intent to Exercise") no less than 10 Business Daysand no more than 20 Business Days prior to the exercise of any such rights or remedies tothe Agent.Section 2.04 Exercise of Rights.(a) No Other Restrictions. Except as expressly set forth in thisAgreement, each of the Collateral Agent, the Trustee, the Noteholders, the Agent and theLenders shall have any and all rights and remedies it may have as a creditor underapplicable law, including the rights to exercise all rights and remedies in foreclosure orotherwise with respect to any of the Collateral; provided, however, that any suchexercise, and any collection or sale of all or any portion of the Collateral, shall be subjectto the prior Liens of the Agent on the Lender Priority Collateral and the prior Liens of theCollateral Agent on the Indenture Priority Collateral, in each case to the extent providedin Section 2.01 and to the provisions of this Agreement including Section 4.02 hereof.In exercising rights and remedies with respect to the Collateral, the Agent may enforcethe provisions of the Lender Loan Documents and exercise remedies thereunder, all insuch order and in such manner as it may determine in the exercise of its sole discretion.Such exercise and enforcement shall include the sale, lease, license, or other dispositionof all or any portion of the Collateral by private or public sale or any other meanspermissible under applicable law; provided, that the Agent agrees to provide copies ofany notices that it is required under applicable law to deliver to the Borrowers to theCollateral Agent; provided further, that the failure to provide any such copies to theCollateral Agent shall not impair any of the Agent's rights hereunder.(13) Release of Liens. In the event of any such private or public sale ofany Lender Priority Collateral, Collateral Agent agrees, on behalf of itself, the Trustee,and the Noteholders, that such sale will be free and clear of the Liens securing theIndenture Secured Obligations and, if the sale or other disposition includes the EquityInterests in any Borrower, agrees to release the entities whose Equity Interests are soldfrom all Indenture Secured Obligations so long as Agent also releases the entities whoseEquity Interests are sold from all Loan Agreement Secured Obligations, in each case, solong as the proceeds from such sale or other disposition of the Lender Priority Collateralare applied in accordance with the terms of this Agreement. In furtherance thereof,Collateral Agent agrees that it will execute any and all Lien releases or other documentsreasonably requested by Agent in connection therewith, so long as the proceeds fromsuch sale or other disposition of the Lender Priority Collateral are applied in accordancewith the terms of this Agreement.

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 49 of 50(c) Subject to Section 3.01. the Collateral Agent, the Trustee and theNoteholders may exercise, and nothing herein shall constitute a waiver of, any right itmay have at law or equity to receive notice of, or to commence or join with any creditorin commencing any Insolvency. Proceeding or to join or participate in, any action orproceeding or other activity described in Section 3.01; provided, however, that exerciseof any such right by the Collateral Agent shall be subject to all of the terms andconditions of this Agreement, including the obligation to turn over all Lender PriorityCollateral and Proceeds thereof to the Agent for application to the Discharge of the LoanAgreement Secured Obligations as provided in Section 4.02.(d) The Collateral Agent may make such demands or file such claimsin respect of the Indenture Secured Obligations as may be necessary to prevent the waiveror bar of such claims under applicable statutes of limitations or other statutes, courtorders or rules of procedure, but except as provided in this Section 2.04, the CollateralAgent shall not take any actions restricted by this Agreement until the Discharge of LoanAgreement Secured Obligations shall have occurred.(e) Following the Discharge of Loan Agreement Secured Obligations,the other provisions of this Section 2.04 shall apply to the Collateral Agent, for thebenefit of itself, the Trustee and the Noteholders as if it was the Agent and the Agent wasthe Collateral Agent, mutatis mutandis.ARTICLE III.ACTIONS OF THE PARTIESSection 3.01 Limitation on Certain Actions. Notwithstanding any otherprovision hereof, during any Standstill Period prior to the date that the Discharge of LoanAgreement Secured Obligations occurs, the Collateral Agent will not:(a) commence receivership or foreclosure proceedings againstBorrower, any Guarantor, or any Lender Priority Collateral;Proceeds; or(b)sell, collect, transfer or dispose of any Lender Priority Collateral or(c) notify third party account debtors to make payment directly to it orany of its agents or other Persons acting on its behalf.Section 3.02 Agent for Perfection. Each of the Agent, for and on behalf of itselfand the Lenders, and the Collateral Agent, for and on behalf of itself, the Trustee, andeach Noteholder, as applicable, agree to hold all Control Collateral and Cash Collateralthat is part of the Collateral in its respective possession, custody, or control (or in thepossession, custody, or control of agents or bailees for either, , as applicable) as agent for

Case 11-22216-bam Doc 16-5 Entered 08/01/11 18:20:48 Page 50 of 50the other solely for the purpose of perfecting the security interest granted to each in suchControl Collateral or Cash Collateral subject to the terms and conditions of thisSection 3.02. None of the Agent, the Lenders, the Collateral Agent, the Trustee, or theNoteholders, as applicable, shall have any obligation whatsoever to the others to assurethat the Control Collateral is genuine or owned by any Borrower, or any other Person orto preserve rights or benefits of any Person. The duties or responsibilities of the Agentand the Collateral Agent under this Section 3.02 are and shall be limited solely to holdingor maintaining control of the Control Collateral and the Cash Collateral as agent for theother for purposes of perfecting the Lien held by the Collateral Agent or the Agent, asapplicable. The Agent is not and shall not be deemed to be a fiduciary of any kind for theCollateral Agent, the Trustee, the Noteholders or any other Person. The Collateral Agentis not and shall not be deemed to be a fiduciary of any kind for the Agent or any otherPerson. In the event that (a) any of the Collateral Agent, the Trustee, or any Noteholderreceives any Proceeds or Collateral in contravention of the Lien Priority, or (b) the Agentreceives any Proceeds or Collateral in contravention of the Lien Priority, it shall promptlypay over such Proceeds or Collateral to (i) in the case of clause (a), the Agent, or (ii) inthe case of clause (b), the Collateral Agent, in the same form as received with anynecessary endorsements, for application in accordance with the provisions ofSection 4.02 of this Agreement.ARTICLE IV.NOTICES AND APPLICATION OF PROCEED$Section 4.01 Notices of Exercise. Concurrently with any exercise by theCollateral Agent of any of its rights and remedies under the Indenture Loan Documentsfollowing the occurrence of any default under any of the Indenture Loan Documents, theCollateral Agent shall give notice of such exercise to the Agent and shall only exercisesuch rights or remedies in a manner consistent with the terms of this Agreement.Concurrently with any exercise by the Agent of any of its rights and remedies under theLender Loan Documents following the occurrence of any default under any of the LenderLoan Documents, the Agent shall give notice of such exercise to the Collateral Agent andshall only exercise such rights or remedies in a manner consistent with the terms of thisAgreement.Section 4.02 Application of Proceeds.(a) Revolving Nature of Loan Agreement Secured Obligations. Aslong as the Agent is not exercising any of its remedies as a secured creditor under theLender Loan Documents and including during any Standstill Period, the Agent may applyany and all of the proceeds of the Collateral consisting of accounts receivable, rentalpayments under the Leases, other rights to payment or Cash Collateral in accordance withthe provisions of the Lender Loan Documents, subject to the provisions of thisAgreement, including Sections 3.02 and 4.02 hereof The Collateral Agent, for and onbehalf of itself, the Trustee, and the Noteholders, expressly acknowledges and agrees that

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 1 of 80(a) any such application of the proceeds of accounts receivable, rental payments under theLeases, other rights to payment or Cash Collateral or the release of any Lien by the Agentupon any portion of the Collateral in connection with a Permitted Disposition (as thatterm is defined in the Loan Agreement) shall not be considered to be the exercise ofremedies under this Agreement; and (b) all Proceeds or Cash Collateral received byAgent in connection therewith may be applied, reversed, reapplied, credited orreborrowed, in whole or in part, as Loan Agreement Secured Obligations withoutreducing the Maximum Priority Debt Amount, except to the extent that such amounts areapplied to permanently reduce the aggregate revolver commitments in accordance withthe Loan Agreement, in which case the Maximum Priority Debt Amount shall beautomatically reduced by such amount.(b) Turnover of Cash Collateral After Payment. Upon the Dischargeof the Loan Agreement Secured Obligations, the Agent shall deliver to the CollateralAgent or execute such documents as the Collateral Agent may reasonably request tocause the Collateral Agent to have control over any Cash Collateral or Control Collateralstill in Agent's possession, custody or control in the same form as received, with anynecessary endorsements or as a court of competent jurisdiction may otherwise direct, tobe applied by the Collateral Agent to the Indenture Secured Obligations. In the event thatthe Indenture Secured Obligations are paid in full and the Loan Agreement SecuredObligations have not been, the Collateral Agent shall deliver to the Agent or execute suchdocuments as the Agent may reasonably request to cause the Agent to have control overany Cash Collateral or Control Collateral still in Collateral Agent's possession, custodyor control in the same form as received, with any necessary endorsements or as a court ofcompetent jurisdiction may otherwise direct, to be applied by the Agent to the LoanAgreement Secured Obligations. Proceeds of any exercise by the Agent or the CollateralAgent, as applicable, of any of their respective secured creditor rights or remedies underany of the Loan Documents, under applicable law, or otherwise with respect to anyLender Priority Collateral or Proceeds thereof, shall be (a) until the Discharge of theLoan Agreement Secured Obligations, retained by the Agent or promptly turned over bythe Collateral Agent, the Trustee, or any Noteholder, as the case may be, to the Agent inthe same form as received, with any necessary endorsements, (b) after the Discharge ofthe Loan Agreement Secured Obligations and until all Indenture Secured Obligationshave been paid in full in cash, retained by the Collateral Agent or promptly turned overby the Agent to the Collateral Agent in the same form as received, with any necessaryendorsements, and (c) if there are any amounts still due or any Loan Agreement PriorityObligations outstanding to the Agent or the Lenders under the Lender Loan Documentsin excess of the Maximum Priority Debt Amount after the payment in full in cash of allIndenture Secured Obligations, retained by the Agent or promptly turned over by theCollateral Agent to the Agent in the same form as received, with any necessaryendorsements. Proceeds of any exercise by the Agent or the Collateral Agent, asapplicable, of any of their respective secured creditor rights or remedies under any of theLoan Documents, under applicable law, or otherwise with respect to any IndenturePriority Collateral or Proceeds thereof, shall be (a) until all Indenture Secured

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 2 of 80Obligations have been paid in full in cash, retained by the Collateral Agent or promptlyturned over by the Agent to the Collateral Agent in the same form as received, with anynecessary endorsements for application to the repayment of the Indenture SecuredObligations, and (b) thereafter, retained by the Agent or promptly turned over by theCollateral Agent to the Agent in the same form as received, with any necessaryendorsements for application to the repayment of the Loan Agreement SecuredObligations.(c) Application of Proceeds. The Agent and the Collateral Agenthereby agree that all Collateral and all Proceeds received by either of them upon theexercise of any their secured creditor rights or remedies under any of the LoanDocuments, applicable law, or otherwise shall be applied,first, to the payment of costs and expenses of the Agent, the Lenders, or ofthe Collateral Agent, the Trustee, and the Noteholders, as applicable, in connection withsuch exercise,second, in the case of all Lender Priority Collateral or Proceeds thereof; tothe payment of the Loan Agreement Secured Obligations up to (but not in excess of) theMaximum Priority Debt Amount and in the case of all Indenture Priority Collateral andIndenture Exclusive Collateral or Proceeds thereof, to the payment of the IndentureSecured Obligations,third, to the payment of the Indenture Secured Obligations, andoutstanding..fourth, to the payment of any Loan Agreement Secured Obligations stillIn exercising remedies, whether as a secured creditor or otherwise, the Agent shall haveno obligation or liability to the Collateral Agent, the Trustee, or to any Noteholder andthe Collateral Agent shall have no obligation or liability to the Agent or any Lenderregarding the adequacy of any Proceeds or for any action or omission save and exceptsolely an action or omission that breaches the express obligations undertaken by eachParty under the terms of this Agreement.Section 4.03 Specific Performance.. Each of the Agent and the Collateral Agentis hereby authorized to demand specific performance of this Agreement, whether or notany Borrower shall have complied with any of the provisions of any of the LoanDocuments, at any time when the other shall have failed to comply with any of theprovisions of this Agreement applicable to it; provided, however . the remedy of specificperformance shall not be available, and the asserting party shall be free to assert any andall legal defenses it may possess, if such remedy would result in, or otherwise constitute,a violation of the Employee Retirement Income Security Act of 1974, as amended. Eachof the Agent and the Collateral Agent hereby irrevocably waives any defense based on

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 3 of 80the adequacy of a remedy at law, which might be asserted as a bar to such remedy ofspecific performance.ARTICLE V.INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERSSection 5.01 Notice of Acceptance and Other Waivers.(a) All Loan. Agreement Secured Obligations at any time made orincurred by any Borrower or any of its Subsidiaries shall be deemed to have been madeor incurred in reliance upon this Agreement, and the Collateral Agent, on behalf of itself,the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of.reliance, by the Agent or any Lender of this Agreement, and (ii) notice of the existence,renewal, extension, accrual, creation, or non-payment of all or any part of the LoanAgreement Secured Obligations. None of the Agent, the Lenders, or any of theirrespective affiliates, directors, officers, employees, or agents shall be liable for failure todemand, collect, or realize upon any of the Collateral or for any delay in doing so or shallbe under any obligation to sell or otherwise dispose of any Collateral or to take any otheraction whatsoever with regard to the Collateral or any part thereof, except as specificallyprovided in this Agreement. If the Agent or any Lender honors (or fails to honor) arequest by any Borrower for an extension of credit pursuant to the Loan Agreement orany of the Lender Loan Documents, whether Agent or such Lender has knowledge thatthe honoring of (or failure to honor) any such request would constitute a default under theterms of the Indenture or any Indenture Loan Document or an act, condition, or eventthat, with the giving of notice or the passage of time, or both, would constitute such adefault, or if Agent or any Lender otherwise should take or fail to take any action underor exercise any of its contractual rights or remedies under the Lender Loan Documents(subject to the express terms and conditions hereof), neither the Agent nor any Lendershall have any liability whatsoever to the Collateral Agent, the Trustee or any Noteholderas a result of such action, omission, or exercise (so long as any such exercise does notbreach the express terms and provisions of this Agreement). The Agent and the Lenderswill be entitled to manage and supervise its loans and extensions of credit under the LoanAgreement and other Lender Loan Documents as the Agent and Lenders may, in theirsole discretion, deem appropriate, and the Agent and the Lenders may manage their loansand extensions of credit without regard to any rights or interests that the Collateral Agent,the Trustee, or any of the Noteholders have in the Collateral or otherwise except asotherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself,the Trustee, and the Noteholders, agrees that neither the Agent nor any Lender shall incurany liability as a result of a sale, lease, license, or other disposition of the Collateral, orany part thereof, pursuant to the Lender Loan Documents conducted in accordance withmandatory provisions of applicable law.(b) All Indenture Secured Obligations at any time made or incurred byany Borrower or any of its Subsidiaries shall be deemed to have been made or incurred in

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 4 of 80reliance upon this Agreement, and the Agent and each Lender hereby waives (i) notice ofacceptance, or proof of reliance, by the Collateral Agent, on behalf of itself, the Trusteeand the Noteholders, of this Agreement, and (ii) notice of the existence, renewal,extension, accrual, creation, or non-payment of all or any part of the Indenture SecuredObligations. None of Collateral Agent, Trustee, or any of the Noteholders nor any oftheir affiliates, directors, officers, employees, or agents shall be liable for failure todemand, collect, or realize upon any of the Collateral or for any delay in doing so or shallbe under any obligation to sell or otherwise dispose of any Collateral or to take any otheraction whatsoever with regard to the Collateral or any part thereof; except as specificallyprovided in this Agreement. If Collateral Agent, Trustee, or any of the Noteholdersshould take or fail to take any action under or exercise any of their contractual rights orremedies under the Indenture Agreements (subject to the express terms and conditionshereof), none of Collateral Agent, Trustee, or any of the Noteholders shall have anyliability whatsoever to the Agent or the Lenders as a result of such action, omission, orexercise (so long as any such exercise does not breach the express terms and provisionsof this Agreement). The Collateral Agent, Trustee, and Noteholders will be entitled tomanage and supervise the Indenture Secured Obligations and their rights under theIndenture Loan Documents as they may, in their sole discretion, deem appropriate, andthey may manage without regard to any rights or interests that the Agent has in theCollateral or otherwise except as otherwise expressly set forth in this Agreement. Subjectto Section 2.03, the Agent on behalf of itself and the Lenders, agrees that none of theCollateral Agent, the Trustee, or the Noteholders shall incur any liability as a result of asale, lease, license, or other disposition of the Collateral, or any part thereof; pursuant tothe Indenture Loan Documents conducted in accordance with mandatory provisions ofapplicable law.Section 5.02 Modifications to Lender Loan Documents and IndentureAgreements.(a) The Collateral Agent, on behalf of itself, the Trustee, and theNoteholders, hereby agrees that, without affecting the obligations of the Collateral Agent,the Trustee and the Noteholders hereunder, the Agent and the Lenders may, at any timeand from time to time, in its sole discretion without the consent of or notice to theCollateral Agent, the Trustee or any Noteholder (except to the extent such notice orconsent is required pursuant to the express provisions of this Agreement), and withoutincurring any liability to the Collateral Agent, the Trustee or any Noteholder or impairingor releasing the subordination provided for herein, amend, restate, supplement, replace,refinance, extend, consolidate, restructure, or otherwise modify the Loan Agreement orany of the Lender Loan Documents in any manner whatsoever, including, to(i) change the manner, place, time, or terms of payment orrenew or alter, all or any of the Loan Agreement Secured Obligations orotherwise amend, restate, supplement, or otherwise modify in any manner,

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 5 of 80or grant any waiver or release with respect to, all or any part of the LoanAgreement Secured Obligations or any of the Lender Loan Documents,(ii) retain or obtain a Lien on any property of any Person tosecure any of the Loan Agreement Secured Obligations, and in thatconnection to enter into any additional Lender Loan Documents,(iii) amend, or grant any waiver, compromise or release withrespect to, or consent to any departure from, any guaranty or otherobligations of any Person obligated in any manner under or in respect ofthe Loan Agreement Secured Obligations,(iv)release its Lien on any Collateral or other property,(v) exercise or refrain from exercising any rights against anyBorrower or any other Person,(vi) retain or obtain the primary or secondary obligation of anyother Person with respect to any of the Loan Agreement SecuredObligations, and(vii) otherwise manage and supervise the Loan AgreementSecured Obligations as the Agent and the Lenders shall deem appropriate.(b) The Agent, on behalf of itself and the Lenders, hereby agrees thatCollateral Agent, on behalf of itself, the Trustee, and the Noteholders may, at any timeand from time to time, in its sole discretion without the consent of or notice to the Agent(except to the extent such notice or consent is required pursuant to the express provisionsof this Agreement), and without incurring any liability to the Agent, on behalf of itselfand the Lenders, or impairing or releasing the subordination provided for herein, amend,restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwisemodify the Indenture Agreements in any manner whatsoever, provided, however, that inno event shall Collateral Agent, the Trustee, or any Noteholder obtain a Lien on anyassets of Borrower, any Guarantor or any other Person other than Indenture ExclusiveCollateral unless (i) Agent also obtains a Lien on such assets, or (ii) Agent declines in awriting to Collateral Agent to obtain a Lien on such assets.(c) Notwithstanding anything to the contrary herein, this Section 5.02shall not be construed to constitute a waiver by the Collateral Agent, the Trustee, or anyNoteholder of Section 4.12 of the Indenture.(d) Notwithstanding anything to the contrary herein, until theDischarge of Loan Agreement Secured Obligations shall have occurred, in no event shallthe aggregate principal amount of Indebtedness represented by any notes issued pursuantto the Indenture, including any Notes (or represented by any other evidence of

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 6 of 80indebtedness for borrowed money under the Notes or the Indenture) at any time exceedan aggregate principal amount equal to $130,000,000.Section 5.03 Reinstatement and Continuation of Agreement.(a) If Agent or any Lender is required in any Insolvency Proceeding orotherwise to turn over or otherwise pay to the estate of any Borrower, any of itsSubsidiaries or any other Person any amount (a "Recovery"), then the Loan AgreementSecured Obligations shall be reinstated to the extent of such Recovery. If this Agreementshall have been terminated prior to such Recovery, this Agreement shall be reinstated infull force and effect, and such prior termination shall not diminish, release, discharge,impair, or otherwise affect the obligations of the parties hereto from such date ofreinstatement. All rights, interests, agreements, and obligations of the Collateral Agent,the Trustee, the Agent, the Lenders, and the Noteholders under this Agreement shallremain in full force and effect and shall continue irrespective of the commencement of, orany discharge, confirmation, conversion, or dismissal of any Insolvency Proceeding by oragainst any Borrower, any of its Subsidiaries or any other circumstance which otherwisemight constitute a defense available to, or a discharge of any Borrower, or any Subsidiaryin respect of the Loan Agreement Secured Obligations. No priority or right of the Agentand the Lenders shall at any time be prejudiced or impaired in any way by any act orfailure to act on the part of any Borrower, any of its Subsidiaries or by the noncomplianceby any Person with the terms, provisions, or covenants of the Loan Agreement, theIndenture or any of the other Loan Documents or Indenture Loan Documents, regardlessof any knowledge thereof which the Agent or any Lender may have.(b) If Collateral Agent, the Trustee, or any Noteholder is required inany Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of anyBorrower, any of its Subsidiaries or any other Person a Recovery, then the IndentureSecured Obligations shall be reinstated to the extent of such Recovery. No priority orright of the Collateral Agent, the Trustee, or any Noteholder shall at any time beprejudiced or impaired in any way by any act or failure to act on the part of anyBorrower, or any of its Subsidiaries or by the noncompliance by any Person with theterms, provisions, or covenants of the Loan Agreement, the Indenture or any of the otherLoan Documents or Indenture Loan Documents, regardless of any knowledge thereofwhich the Collateral Agent, the Trustee, or any Noteholder may have.ARTICLE VI.INSOLVENCY PROCEEDINGSSection 6.01 DIP Financing. If any Borrower, any of its Subsidiaries or E&Wshall be subject to any Insolvency Proceeding and the Agent or any Lender shall desire,prior to the Discharge of Loan Agreement Secured Obligations, to permit the use of cashcollateral that constitutes Lender Priority Collateral or to permit any Borrower, any of itsSubsidiaries or E&W to obtain financing under Section 363 or Section 364 of Title 11 ofthe United States Code or any similar provision under the law applicable to any

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 7 of 80Insolvency Proceeding ("DP Financing") to be secured by all or any portion of theLender Priority Collateral, then the Collateral Agent, on behalf of itself, the Trustee, andthe Noteholders, agrees that it will raise no objection to such use of cash collateral or DIPFinancing and will not request adequate protection or any other relief in connection withits or their interest in any such Lender Priority Collateral except to the extent specified inthis Section 6.01 and in Section 6.02. To the extent the Liens in the Lender PriorityCollateral securing the Loan Agreement Secured Obligations are subordinated or paripassu with such DIP Financing, the Collateral Agent, for and on behalf of itself,theTrustee, and the Noteholders, hereby agrees that its Liens in the Lender PriorityCollateral shall be subordinated to such DIP Financing (and all obligations relatingthereto) upon the terms and conditions specified in this Agreement. Until the Dischargeof Loan Agreement Secured Obligations has occurred, the Collateral Agent, on behalf ofitself, the Trustee, and the Noteholders, agrees that none of them shall seek relief fromthe automatic stay or any other stay in any Insolvency Proceeding in respect of theLender Priority Collateral and will not provide or offer to provide any DIP Financingsecured by a Lien in the Lender Priority Collateral senior to or pari passu with the Lienssecuring the Loan Agreement Secured Obligations, in each case unless the Agentotherwise has provided its express written consent. Until the Discharge of LoanAgreement Secured Obligations, the Collateral Agent, for and on behalf of itself, theTrustee and the Noteholders, waives any right to seek or obtain a "priming" lien or a lienthat would be pari passu with the Agent's Liens whether as adequate protection for theuse of Collateral or Indenture Exclusive Collateral or otherwise.Section 6.02 No Contest. The Collateral Agent, on behalf of itself, the Trustee,and the Noteholders, agrees that, prior to the Discharge of Loan Agreement SecuredObligations, none of them shall contest (or support any other Person contesting) (a) anyrequest by the Agent or any Lender for adequate protection, or (b) any objection by theAgent or any Lender to any motion, relief, action, or proceeding based on Agent or anyLender claiming that their interests in the Lender Priority Collateral are not adequatelyprotected or any other similar request under any law applicable to an InsolvencyProceeding. Notwithstanding the foregoing, in any Insolvency Proceeding, if the Agent orany Lender is granted adequate protection in the form of additional collateral inconnection with any DIP Financing or use of cash collateral under Section 363 orSection 364 of Title 11 of the United States Code or any similar provision under the lawapplicable to any Insolvency Proceeding, then the Collateral Agent, on behalf of itself;the Trustee, or any of the Noteholders, may seek or request adequate protection in theform of a Lien on such additional collateral, which Lien hereby is and shall be deemed tobe subordinated to the Liens securing the Loan Agreement Secured Obligations up to (butnot in excess of) the Maximum Priority Debt Amount and such DIP Financing (and allobligations relating thereto) on the same basis as the Lien Priority. The Agent, on behalfof itself and the Lenders, agrees that until the Indenture Secured Obligations are paid infull in cash, none of them shall contest (or support any other Person contesting) (a) anyrequest by the Collateral Agent or any Noteholder for adequate protection in theIndenture Priority Collateral or the Indenture Exclusive Collateral, or (b) any objection

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 8 of 80by the Collateral Agent or any Noteholder to any motion, relief, action, or proceedingbased on Collateral Agent or any Noteholder claiming that their interests in the IndenturePriority Collateral or Indenture Exclusive Collateral are not adequately protected or anyother similar request under any law applicable to an Insolvency Proceeding, but only tothe extent that such request is consistent with and subject to the other provisions of thisIntercreditor Agreement, including Sections 2.01 and 6.01. In the event the CollateralAgent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequateprotection and such adequate protection is granted in the form of Liens in respect ofadditional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and eachof the Noteholders, agrees that the Agent and Lenders also shall be granted a senior Lienon such additional collateral as security for the Loan Agreement Secured Obligations(and for any such DIP Financing) and that any Lien on such additional collateral securingthe Indenture Secured Obligations shall be subordinated to the Liens in respect of suchadditional collateral securing the Loan Agreement Secured Obligations up to (but not inexcess of) the Maximum Priority Debt Amount and any such DIP Financing and anyother Liens granted to the Agent as adequate protection on the same basis as the LienPriority and subject to the other terms and conditions of this Agreement. Nothingcontained herein shall prohibit or in any way limit the Agent and the Lenders, prior to theDischarge of Loan Agreement Secured Obligations, from objecting in any InsolvencyProceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any ofthe Noteholders, including the seeking by the Collateral Agent, the Trustee or anyNoteholder of adequate protection or the asserting by the Collateral Agent, the Trustee orany Noteholder of any of its rights and remedies under the Indenture Loan Documents orotherwise except with respect to the Indenture Exclusive Collateral or the IndenturePriority Collateral.Section 6.03 Asset Sales. The Collateral Agent agrees, on behalf of itself, theTrustee, and the Noteholders, that prior to the Discharge of Loan Agreement SecuredObligations, it will not oppose any sale consented to by Agent or any Lender of anyLender Priority Collateral pursuant to Section 365(f) of Title 11 of the United StatesCode (or any similar provision in any other applicable Bankruptcy Law) so long as theproceeds of such sale are applied in accordance with this Agreement.Section 6.04 Enforceability. The provisions of this Agreement are intended tobe and shall be enforceable under Section 510 of Title 11 of the United States Code. TheCollateral Agent, on behalf of itself; the Trustee, and the Noteholders, agrees that alldistributions that the Collateral Agent, the Trustee, or any Noteholder receives in anyInsolvency Proceeding on account of the Lender Priority Collateral or Proceeds thereofshall be held in trust by such Person and turned over to the Agent for application inaccordance with Section 4.02 of this Agreement. The Agent, on behalf of itself and theLenders, agrees that all distributions that the Agent or any Lender receives in anyInsolvency Proceeding on account of the Indenture Priority Collateral, the IndentureExclusive Collateral or Proceeds thereof shall be held in trust by such Person and turnedover to the Collateral Agent for application in accordance with Section 4.02 of this

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 9 of 80Agreement. To the extent that any amounts received by any Person are paid over inconnection with this provision, the obligations owed by any Borrower to such Person willbe deemed to be reinstated to the extent of the amounts so paid over.ARTICLE VII.MISCELLANEOUSSection 7.01 Rights of Subrogation. The Collateral Agent agrees that nopayment or distribution to the Agent or any Lender on account of Lender PriorityCollateral or Proceeds thereof pursuant to the provisions of this Agreement shall entitlethe Collateral Agent, the Trustee, or any Noteholder to exercise any rights of subrogationin respect thereof until the Discharge of Loan Agreement Secured Obligations shall haveoccurred. Following the Discharge of Loan Agreement Secured Obligations, the Agentagrees to execute such documents, agreements, and instruments as the Collateral Agent,the Trustee or any Noteholder may reasonably request to evidence the transfer bysubrogation to any such Person of an interest in the Loan Agreement Secured Obligationsresulting from payments or distributions to the Agent on account of the Lender PriorityCollateral or Proceeds thereof by such Person, so long as all costs and expenses(including all reasonable legal fees and disbursements) incurred in connection therewithby the Agent are paid by such Person upon request for payment thereofSection 7.02 Further Assurances. Each Party will, at its own expense (butsubject to such Party's reimbursement rights under the Lender Loan Documents orIndenture Loan Documents, as applicable) and at any time and from time to time,promptly execute and deliver all further instruments and documents, and take all furtheraction, that may be necessary or desirable, or that either Party may reasonably request, inorder to protect any right or interest granted or purported to be granted hereby or toenable the Agent or the Collateral Agent to exercise and enforce its rights and remedieshereunder; provided, however, that no Party shall be required to pay over any payment ordistribution, execute any instruments or documents,. or take any other action referred to inthis Section 7.02 to the extent that such action would contravene any law, order or otherlegal requirement, and in the event of a controversy or dispute, such Party may interpleadany payment or distribution in any court of competent jurisdiction, without furtherresponsibility in respect of such payment or distribution under this Section 7.02.Section 7.03 Representations. The Original Agent represents and warrants tothe Collateral Agent that it has the requisite power and authority under the Original LoanAgreement to enter into, execute, deliver, and carry out the tenons of this Agreement. TheCollateral Agent represents and warrants that it has the requisite power and authorityunder the Indenture to enter into, execute, deliver, and carry out the terms of thisAgreement on behalf of itself, the Trustee, and the Noteholders.Section 7.04 Amendments. No amendment or waiver of any provision of thisAgreement nor consent to any departure by any Party hereto shall be effective unless it isin a written agreement executed by the Collateral Agent and the Agent, and then such

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 10 of 80waiver or consent shall be effective only in the specific instance and for, the specificpurpose for which given.Section 7.05 Addresses for Notices. All demands, notices and othercommunications provided for hereunder shall be in writing and, if to the CollateralAgent, moiled or sent by telecopy or delivered to it, addressed to it as follows:With a copy to:The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Telephone: (213) 630-6176Facsimile: (213) 630-6298The Bank of New York Trust Company, N.A.One Wall StreetNew York, New York 10286Attention: Corporate Trust Department'Telephone: (212) 852-1662Facsimile: (212) 852-1626and if to the Agent, mailed, sent or delivered thereto, addressed to it as follows:With a copy to:Wells Fargo Foothill, Inc.2450 Colorado AvenueSuite 3000 WestSanta Monica, CA 90404Attention: Structured Finance Division ManagementFacsimile: (310) 453-7442Paul, Hastings, Janofsky & Walker LLP515 South Flower Street, 25th FloorLos Angeles, California 90071Attention: Hydee R. Feldstein, Esq.Facsimile: (213) 627-0705or as to any party at such other address as shall be designated by such party in a writtennotice to the other parties complying as to delivery with the terms of this Section 7.05.All such demands, notices and other communications shall be effective, when mailed,two business days after deposit in the mails, postage prepaid, when sent by telecopy,when receipt is acknowledged by the receiving telecopy equipment (or at the opening of

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 11 of 80the next business day if receipt is after normal business hours), or when delivered, as thecase may be, addressed as aforesaid.Section 7.06 No Waiver, Remedies. No failure on the part of any Party toexercise, and no delay in exercising, any right hereunder shall operate as a waiverthereof; nor shall any single or partial exercise of any right hereunder preclude any otheror further exercise thereof or the exercise of any other right. The remedies hereinprovided are cumulative and not exclusive of any remedies provided by law.Section 7.07 Continuing Agreement, Transfer of Priority Obligations. ThisAgreement is a continuing agreement and shall (i) remain in full force and effect until theDischarge of the Loan Agreement Secured Obligations shall have occurred and theIndenture Secured Obligations shall have been paid in full, (ii) be binding upon theParties and their successors and assigns, and (iii) inure to the benefit of and beenforceable by the Parties and their respective successors, transferees and assigns.Without limiting the generality of the foregoing clause the Agent or any Lender orthe Collateral Agent, the Trustee, or any Noteholder may assign or otherwise transfer allor any portion of the Loan Agreement Secured Obligations or the Indenture SecuredObligations, as applicable, to any other Person (other than Borrower, any Guarantor orany Affiliate of Borrower and any Subsidiary of Borrower or any Guarantor), and suchother Person shall thereupon become vested with all the rights and obligations in respectthereof granted to the Agent or any Lender or the Collateral Agent, the Trustee, or anyNoteholder, as the case may be, herein or otherwise.Section 7.08 Governing Law: Entire Agreement. This Agreement shall begoverned by, and construed in accordance with, the laws of the State of New Yorkapplicable to contracts made and to be performed in the State of New York, including,without limitation, Sections 5-1401 and 5-1402 of the New York General ObligationsLaw and New York Civil Practice Laws and Rules 327(b) except as otherwise preemptedby applicable federal law. This Agreement constitutes the entire agreement andunderstanding among the Parties with respect to the subject matter hereof and supersedesany prior agreements, written or oral, with respect thereto.Section 7.09 Counterparts. This Agreement maybe executed in any number ofcounterparts (including via facsimile or electronic mail), and it is not necessary that thesignatures of all Parties be contained on any one counterpart hereof, each counterpart willbe deemed to be an original, and all together shall constitute one and the same document.Section 7.10 No Third Party Beneficiary. This Agreement is solely for thebenefit of the Parties (and their permitted assignees). No other Person (including anyBorrower, or any Affiliate of Borrower and any Subsidiary of Borrower) shall be deemedto be a third party beneficiary of this Agreement.

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 12 of 80Section 7.11 Headings. The headings of the articles and sections of thisAgreement are inserted for purposes of convenience only and shall not be construed toaffect the meaning or construction of any of the provisions hereofSection 7.12 Severability. If any of the provisions in this Agreement shall, forany reason, be held invalid, illegal or unenforceable in any respect, such invalidity,illegality or unenforceability shall not affect any other provision of this Agreement andshall not invalidate the Lien Priority or any other priority set forth in this Agreement.Section 7.13 Collateral Agent Status. Nothing in this Agreement shall beconstrued to operate as a waiver by the Collateral Agent, with respect to any Borrower,any of its Subsidiaries, the Trustee, or any Noteholder, of the benefit of any exculpatoryrights, privileges, immunities, indemnities, or reliance rights contained in the Indenture orany of the other Indenture Loan Documents. For all purposes of this Agreement, theCollateral Agent may (a) rely in good faith, as to matters of fact, on any representation offact believed by the Collateral Agent to be true (without any duty of investigation) andthat is contained in a written certificate of any authorized representative of the Borrowersor of the Lenders, and (b) assume in good faith (without any duty of investigation), andrely upon, the genuineness, due authority, validity, and accuracy of any certificate,instrument, notice, or other document believed by it in good faith to be genuine andpresented by the proper person. Each Borrower and Agent expressly acknowledge thatthe subordination and related agreements set forth herein by the Collateral Agent aremade solely in its capacity as Collateral Agent under the Indenture with respect to theNotes issued thereunder and the other Indenture Loan Documents and are not made bythe Collateral Agent in its individual commercial capacity.Section 7.14 Acknowledgment. Each Borrower hereby acknowledges that it hasreceived a copy of this Agreement and consents thereto, and agrees to recognize all rightsgranted thereby to the Agent and the Collateral Agent and will not do any act or performany obligation which is not in accordance with the agreements set forth in thisAgreement. Each Borrower further acknowledges and agrees that it is not an intendedbeneficiary or third party beneficiary under this Agreement.Section 7.15 VENUE; JURY TRIAL WAIVER.(a) THE PARTIES HERETO AGREE THAT ALL ACTIONS ORPROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BETRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTSLOCATED IN THE CITY OF NEW YORK OR THE SOUTHERN DISTRICT OFNEW YORK, PROVIDED. HOWEVER, THAT ANY SUIT SEEKINGENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BEBROUGHT, AT LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTIONWHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCHCOLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTYHERETO WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 13 of 80ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NONCONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDINGIS BROUGHT IN ACCORDANCE WITH THIS SECTION 7.15.(b) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVERIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASEDUPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THETRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS,TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAWOR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT TT HASREVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVESITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGALCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENTMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.Section 7.16 Intercreditor Agreement. This Agreement is the IntercreditorAgreement referred to in the Indenture. If this Agreement or all or any portion of eitherParty's rights or obligations hereunder are assigned or otherwise transferred to any otherPerson, such other Person shall execute and deliver an agreement containing termssubstantially identical to those contained in this Agreement.Section 7.17 Gaming Laws.(a) Notwithstanding anything in this Agreement to the contrary, theCollateral Agent and the Agent acknowledge, understand and agree that the GamingLaws may impose certain licensing or transaction approval requirements prior to theexercise of the rights and remedies granted to them under this Agreement and the LoanDocuments with respect to the Collateral subject to the Gaming Laws.(b) If any consent under the Gaming Laws is required in connectionwith the taking of any of the actions which may be taken by either the Collateral Agent orthe Agent in the exercise of their rights hereunder, then agrees to use its best efforts tosecure such consent and to cooperate with the other party in obtaining any such consent.Upon the occurrence and during the continuation of any event of default under any LoanDocument, each party shall promptly execute and/or cause the execution of all.applications, certificates, instruments, and other documents and papers that the CollateralAgent or the Agent may be required to file in order to obtain any necessary approvalsunder the Gaming Laws.[signature pages follow]

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 14 of 80IN WITNESS WHEREOF, the Agent, the Collateral Agent, and the Borrowers havecaused this Agreement to be duly executed and delivered as of the date first above written.AGENT:WELLS FARGO FOOTHILL, INC.,a California corporationBy:Name:Title:

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 15 of 80COLLATERAL AGENT:THE BANK OF NEW YORK TRUSTCOMPANY, NA.,solely in its capacity as Collateral Agent (andnot individually)By:Name:Title:

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 16 of 80BORROWERS: 155 EAST TROPICANA, LLC,a Nevada limited liability companyBy.Name:Title:155 EAST TROPICANA FINANCE CORP.,a Nevada corporationBy:Name:Title:

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 17 of 80EXHIBIT L-1FORM OF LIBOR NOTICEWells Fargo Foothill, Inc., as Agentunder the below referenced Loan Agreement2450 Colorado AvenueSuite 3000 WestSanta Monica, California 90404Ladies and. Gentlemen:Reference hereby is made to that certain Credit Agreement, dated as of March 29,2005 (as amended, restated, supplemented or otherwise modified from time to time, including allschedules thereto, the "Credit Agreement"), among 155 East Tropicana, LLC ("Parent"), 155 EastTropicana Finance Corp. ("Finance Corp."; Parent and Finance Corp. are referred to hereinafter eachindividually as a "Borrower", and individually and collectively, jointly and severally, as the"Borrowers"), the lenders signatory thereto (such lenders, together with their respective successorsand permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively asthe "Lenders"), and Wells Fargo Foothill, Inc., a California corporation, as the arranger andadministrative agent for the Lenders (in such capacity, together with its successors and assigns in suchcapacity, "Agent"). Capitalized terms used herein and not otherwise defined herein shall have themeanings ascribed to them in the Credit Agreement.This LIBOR Notice represents Administrative Borrower's request to elect the LIBOROption with respect to outstanding Advances in the amount of $ (the "LIBOR RateAdvance")[, and is a written confirmation of the telephonic notice of such election given to Agent].commencing onSuch LIBOR Rate Advance will have an Interest Period of 1, 2, or 3 month(s)This LIBOR Notice further confirms Administrative Borrower's acceptance, forpurposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, ofthe LIBOR Rate as determined pursuant to the Credit Agreement.Administrative Borrower represents and warrants that (i) as of the date hereof, eachrepresentation or warranty contained in or pursuant to any Loan Document, any agreement,instrument, certificate, document or other writing furnished at any time under or in connection withany Loan Document, and as of the effective date of any advance, continuation or conversion requestedabove is true and correct in all material respects (except to the extent any representation or warrantyexpressly relates to an earlier date), (ii) each of the covenants and agreements contained in any LoanDocument have been performed (to the extent required to be performed on or before the date hereof orLA/1105409.2

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 18 of 80Wells Fargo Foothill, as AgentPage 2each such effective date), and (iii) no Default or Event of Default has occurred and is continuing onthe date hereof, nor will any thereof occur after giving effect to the request above.Dated:155 EAST TROPICANA, LLC,a Nevada limited liability company,as Administrative BorrowerBy. Name:Title:Acknowledged by:WELLS FARGO FOOTHILL, INC.,a California corporation, as AgentBy:Name:Title:LA/11054092

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 19 of 80Schedule A-1Agent's AccountAn account at a bank designated by Agent from time to time as the account into which Borrowers shall makeall payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifiesBorrowers to the contrary, Agent's Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, NewYork 10004, ABA #021000021.W1105406.1

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 20 of 80Schedule B-1MonthEBITDAJanuary 2004 $425,000February 2004 $425,000March 2004 $425,000April 2004 $425,000May 2004 $425,000June 2004 $425,000July 2004 $425,000 .August 2004 $401,044September 2004 $437,334October 2004 $437,334November 2004 $437,334December 2004 $437,334LA/1106924.1

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 21 of 80Schedule C-1CommitmentsLA/1105413.1

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 22 of 80Schedule D-1—Designated AccountWells Fargo Brokerage Services, LLCAccount Name Account Number155 East Tropicana, LLC 11552783SCHEDULES TO CREDIT AGREEMENTCREDIT FACILITY - schedules to credit agreement (6).DOC

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 23 of 80Schedule P-1Permitted HoldersPermitted Holders means Florida Hooters LLC, a Nevada limited liability company, and any of itsAffiliates.LA/1099302.4

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 24 of 80Schedule P-2—Permitted Liens1. The property described herein is located within the boundaries of the Clark County Sanitation Districtand is subject to any fees that may be charged against said property by the hereinbefore mentioneddistrict.2. Water rights, claims or title to water.3. Reservations in the Patent from the State of NevadaRecorded: July 12, 1930Book16 of Deeds, pages 444 and 445 Doc/Inst. No. 36633 of Official Records4. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Southern Nevada Power CompanyPurpose: power linesRecorded: December 17, 1937Book12 of Miscellaneous, page 13 Doc/Inst. No. 71441 of Official Records5. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Southern Nevada Power CompanyPurpose: power linesRe-corded: May 22, 1952Book66, page 454 Doc/Inst. No. 384979 of Official Records6. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Clark CountyPurpose: perpetual avigationRecorded: October 10, 1962Book392 Doc./Inst. No. 316235 of Official Records7. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power CompanyPurpose: power linesRecorded: April 29, 1963Book440 Doc/Inst. No. 355176 of Official RecordsA Partial Relinquishment of Right of Way GrantRecorded: October 19, 1973Book: 374, Doe/Inst. No. 3330388. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power Company and Central Telephone CompanyPurpose: power and communications linesRecorded: September 29, 1969Book: 981 Doc/Inst. No. 787746 of Official RecordsCREDIT FACILITY - achedukte to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 25 of 809. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Clark CountyPurpose: perpetual avigationRecorded: December 11, 1972Book 285 Doc/Inst. No. 244447 of Official Records10. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Las Vegas Valley Water DistrictPurpose: water linesRecorded: December 29, 1972Book 289 Doc/Inst. No. 248864 of Official Records11. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power Company and Central Telephone CompanyPurpose: power and communicationsRecorded: May 3, 1973Book 324 Doc/Inst. No. 283535 of Official Records12. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power CompanyPurpose: power linesRecorded: May 3, 1973Book 324 Doc/Inst. No. 283536 of Official Records13. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power Company and Central Telephone CompanyPurpose: power and communicationsRecorded:. July 11, 1973Book: 345 Doc/Inst. No. 304070 of Official Records14. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power Company and Central Telephone CompanyPurpose: power and communicationsRecorded: September 20, 1973Book 365 Doc/Inst. No. 324984 of Official Records15. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power Company and Central Telephone CompanyPurpose: power and communicationsRecorded: July 8, 1976Book 638 Doc/Inst. No. 597565 of Official Records16. Matters contained in the dedication statement or elsewhere on the tract or parcel map shown below,which among other things provides:Tract/Parcel Map: Parcel Map on file in File 39, Page 42Provisions: easements for public utilitiesReference is made to said map for full particulars.CREDIT FACILITY - Schedules to credit agreement (5).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 26 of 8017. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Clark CountyPurpose: perpetual avigationRecorded: December 27, 1982Book 1665 Doc/Inst. No. 1624175 of Official Records18. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power CompanyPurpose: power linesRecorded: May 28, 1991Book 910528 Doc/Inst. No. 00509 of Official Records19. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Nevada Power CompanyPurpose: powerRecorded: December 18, 1990Book 901218 Doc/Inst. No. 00908 of Official Records20. An easement for the purpose shown below and rights incidental thereto as set forth in a documentGranted to: Las Vegas Valley Water District, a quasi-municipal corporationPurpose: Water Pipe LinesRecorded: November 9, 2004Book: 20041109 Doc/Inst. No. 0003408 of Official Records21. Matters which may be disclosed by an inspection or by a survey of said land that is satisfactory to thetitle company, or by inquiry of the parties in possession thereof.22. Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other facts which acorrect survey would disclose, and which are not shown by the public records.CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 27 of 80Schedule P-3—Existing Investments155 East Tropicana, LLC100 shares in 155 East Tropicana Finance Corp.155 East Tropicana Finance Corp.None.CREDIT FACILITY. schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 28 of 80Schedule R-1—Real Property CollateralThe land-based facilities and related amenities comprising the San Remo Las Vegas Casino/HotelProperty (and, after the completion of the renovations, the Hooters Casino Hotel) located at 115 and 155East Tropicana Avenue, Las Vegas, Nevada.Such real property collateral consists of the following.APN:162-28-101-002162-28-102-001CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 29 of 80Schedule 1.1As used in the Agreement, the following terms shall have the following definitions:"Account" means an account (as that term is defined in the Code)."Account Debtor" means any Person who is obligated on an Account, chattel paper,or a general intangible."ACH Transactions" means any cash management or related services (including theAutomated Clearing House processing of electronic fund transfers through the direct Federal ReserveFedline system) provided by a Bank Product Provider for the account of Administrative Borrower orits Subsidiaries."Acquired Indebtedness" has the meaning specified therefor in the Indenture."Administrative Borrower" has the meaning specified therefor in Section 16.9."Advances" has the meaning specified therefor in Section 2:1(a)."Affiliate" means, as applied to any Person, any other Person who controls, iscontrolled by, or is under common control with, such Person. For purposes of this definition,"control" means the possession, directly or indirectly through one or more intermediaries, of thepower to direct the management and policies of a Person, whether through the ownership of Stock, bycontract, or otherwise; provided, however, that, for purposes of Section 6.13 hereof: (a) any Personwhich owns directly or indirectly 10% or more of the Stock having ordinary voting power for theelection of directors or other members of the governing body of a Person or 10% or more of thepartnership or other ownership interests of a Person (other than as a limited partner of such Person)shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Personshall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which aPerson is a partner or joint venturer shall be deemed an Affiliate of such Person."Agent" has the meaning specified therefor in the preamble to the Agreement."Agent-Related Persons" means Agent, together with its Affiliates, officers,directors, employees, attorneys, and agents."Agent's Account" means the Deposit Account of Agent identified on Schedule A-1."Agent's Liens" means the Liens granted by Borrowers or their Subsidiaries to Agentunder the Loan Documents."Agreement" means the Credit Agreement to which this Schedule 1.1 is attached."Applicable Capital Gain Tax Rate" means, for any taxable period, the highesteffective combined United States federal, Nevada or Florida state and local income tax applicable tonet capital gain during such period."Applicable Income Tax Rate" means, for any taxable period, the highest effectivecombined individual United States federal, Nevada or Florida state and local income tax applicableduring such period.LA/1099296.7

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 30 of 80"Architect" means C&B Nevada, Inc., and its successors identified by notice fromParent to Agent."Architect Agreement" means that certain letter agreement, dated as of December 2,2004 (as amended, modified or supplemented from time to time in accordance with the Agreement),executed by the Architect and Parent."Assignee" has the meaning specified therefor in Section 13.1(a)."Assignment and Acceptance" means an Assignment and Acceptance Agreementsubstantially in the form of Exhibit A-1."Authorized Person" means any officer or employee of Administrative Borrower. •"Availability" means, as of any date of determination, the amount that Borrowers areentitled to borrow as Advances under Section 2.1 (after giving effect to all then outstandingObligations (other than Bank Product Obligations) and all sublimits and reserves then applicablehereunder)."Bank Product" means any financial accommodation extended to AdministrativeBorrower or its Subsidiaries by a Bank Product Provider (other than pursuant to the Agreement)including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards,(e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services,or (g) transactions under Hedge Agreements."Bank Product Agreements" means those agreements entered into from time to timeby Administrative Borrower or its Subsidiaries with a Bank Product Provider in connection with theobtaining of any of the Bank Products."Bank Product Obligations" means all obligations, liabilities, contingentreimbursement obligations, fees, and expenses owing by Administrative Borrower or its Subsidiariesto any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements andirrespective of whether for the payment of money, whether direct or indirect, absolute or contingent,due or to become due, now existing or hereafter arising, and including all such amounts thatAdministrative Borrower or its Subsidiaries are obligated to reimburse to Agent or any member of theLender Group as a result of Agent or such member of the Lender Group purchasing participationsfrom, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respectto the Bank Products provided by such Bank Product Provider to Administrative Borrower or itsSubsidiaries."Bank Product Provider" means Wells Fargo or any of its Affiliates."Bank Product Reserve" means, as of any date of determination, the lesser of(a) $1,500,000, and (b) the amount of reserves that Agent has established (based upon the BankProduct Providers' reasonable determination of the credit exposure of Administrative Borrower and itsSubsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.to time."Bankruptcy Code" means title 11 of the United States Code, as in effect from time"Base LIBOR Rate" means the rate per annum, determined by Agent in accordancewith its customary procedures, and utilizing such electronic or other quotation sources as it considersappropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar1,4)1099296.72

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 31 of 80deposits (for delivery on the first day of the requested Interest Period) are offered to major banks inthe London interbank market 2 Business Days prior to the commencement of the requested InterestPeriod, for a term and in an amount comparable to the Interest Period and the amount of the LIBORRate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR RateLoan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Administrative Borrower inaccordance with the Agreement, which determination shall be conclusive in the absence of manifesterror."Base Rate" means, the rate of interest announced, from time to time, withinWells Fargo at its principal office in San Francisco as its "prime rate", with the understanding that the"prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves asthe basis upon which effective rates of interest are calculated for those loans making reference theretoand is evidenced by the recording thereof after its announcement in such internal publications asWells Fargo may designate."Base Rate Loan" means the portion of the Advances that bears interest at a ratedetermined by reference to the Base Rate."Base Rate Margin" means 2.0 percentage points."Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) ofERISA) for which any Borrower or any Subsidiary or ERISA Affiliate of any Borrower has been an"employer" (as defined in Section 3(5) of ERISA) within the past six years."Board of Directors" means the board of directors (or comparable managers ormanagement board) of Parent or any committee thereof duly authorized to act on behalf of the boardof directors (or comparable managers or management board)."Borrower" and "Borrowers" have the respective meanings specified therefor in thepreamble to the Agreement."Borrowing" means a borrowing hereunder consisting of Advances made on thesame day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a SwingLoan, or by Agent in the case of a Protective Advance, in each case, to Administrative Borrower."Borrowing Base" means, as of any date of determination, the result of:(a) the greater of(i) the product of the TTM EBITDA for the most recently ended12 month period for which financial statements have been delivered pursuant to Section 5.3(provided, however that for purposes of determination of the Borrowing Base, EBITDA foreach month from and including January, 2004 through and including December, 2004 shall beas set forth on Schedule B-1), multiplied by (x) for any date of determination on or beforeSeptember 30, 2006, 3.0, and (y) for any date of determination after September 30, 2006, 2.0,and •(ii)$7,500,000, minus(b) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount ofreserves, if any, established by Agent under Section 2.1(b)."Borrowing Base Certificate" means a certificate in the form of Exhibit B-1.LA/1099296.73

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 32 of 80"Business" means the ownership, operation, development, renovation andmaintenance of a casino and hotel (presently operated under the name "Hotel San Remo Casino andResort," and to be operated under the name "Hooters Casino Hotel" (or other similar name using theHooters Brand) following completion of the Renovation) located on the Real Property Collateral,including the Renovation (and the conduct of any of the foregoing before, during and after suchRenovation) arid including any of the foregoing conducted by E&W pursuant to any of the Leases."Business Day" means any day that is not a Saturday, Sunday, or other day on whichbanks are authorized or required to close in the state of New York, except that, if a determination of aBusiness Day shall relate to a LIBOR Rate Loan, the term "Business Day" also shall exclude any dayon which banks are closed for dealings in Dollar deposits in the London interbank market."Capital Expenditures" means, with respect to any Person for any period, theaggregate of all expenditures by such Person and its Subsidiaries during such period that are capitalexpenditures as determined in accordance with GAAP, whether such expenditures are paid in cash orfinanced."Capitalized Lease Obligation" means that portion of the obligations under a CapitalLease that is required to be capitalized in accordance with GAAP."Capital Lease" means a lease that is required to be capitalized for financial reportingpurposes in accordance with GAAP."Cash Collateral Account" means that certain deposit account maintained by E&Wpursuant to the E&W Guaranty and the Casino Lease, as such account is identified in Schedule 1 tothe E&W Guaranty, or any replacement account maintained for purposes of deposit of remaining cashflow pursuant to Section 4.2(d) of the Casino Lease."Cash Collateral and Disbursement Agreement" means the Cash Collateral andDisbursement Agreement, dated as of the date of Indenture, among the Borrowers, the Trustee and theDisbursement Agent."Cash Equivalents" means (a) marketable direct obligations issued by, orunconditionally guaranteed by, the United States or issued by any agency thereof and backed by thefull faith and credit of the United States, in each case maturing within 1 year from the date ofacquisition thereof, (b) marketable direct obligations issued by any state of the United States or anypolitical subdivision of any such state or any public instrumentality thereof maturing within 1 yearfrom the date of acquisition thereof and, at the time of acquisition, having one of the two highestratings obtainable from either Standard & Poor's Rating Group ("S&P") or Moody's InvestorsService, Inc. ("Moody's"), (c) commercial paper maturing no more than 270 days from the date ofcreation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1from Moody's, (d) certificates of deposit or bankers' acceptances maturing within 1 year from the dateof acquisition thereof issued by any bank organized under the laws of the United States or any statethereof having at the date of acquisition thereof combined capital and surplus of not less than$250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria describedin clause (d) above, or (ii) any other bank organized under the laws of the United States or any statethereof so long as the amount maintained with any such other bank is less than or equal to $100,000and is insured by the Federal Deposit Insurance Corporation, and (f) Investments in money marketfunds substantially all of whose assets are invested in the types of assets described in clauses(a) through (e) above."Cash Management Account" has the meaning specified therefor in Section 2.7(a).LA/1099296.74

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 33 of 80"Cash Management A greements" means those certain cash management agreements,in form and substance satisfactory to Agent, each of which is among Administrative Borrower or oneof its Subsidiaries, Agent, and one of the Cash Management Banks."Cash Management Bank" has the meaning specified therefor in Section 2.7(a)."Casino" means, collectively, those portions of the Resort containing the showroom,gaming and liquor servicing areas of the Resort, including, without limitation, the areas of the Resortcontaining and immediately adjacent to the slot machines, video machines, all gaming devices, tablegames, poker room, keno area, baccarat areas, and any other areas which are subject to directsupervision by the Nevada Gaming Authorities, together with all surveillance areas, counting rooms,cashier cages and other areas ancillary to casino gaming."Casino Lease" means that certain Amended and Restated Casino Lease, dated as ofMarch 9, 2005, between Parent arid E&W."Change of Control" means that (a) Permitted Holders fail to own and controldirectly or indirectly, more than 50% of the Stock of Parent having the right to vote for the election ofmembers of the Board of Directors, (b) any "person" or "group" (within the meaning of Sections13(d) and 14(d) of the Exchange Act), other than Permitted Holders or Parent Pledgors, becomes thebeneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35%, ormore, of the Stock of Parent having the right to vote for the election of members of the Board ofDirectors, (c) a majority of the members of the Board of Directors do not constitute ContinuingDirectors, or (d) any "Change of Control" as defined in the Indenture."Closing Date" means the date of the making of the initial Advance (or otherextension of credit) hereunder or the date on which Agent sends Administrative Borrower a writtennotice that each of the conditions precedent set forth in Section 3.1 either have been satisfied or havebeen waived.time."Code" means the New York Uniform Commercial Code, as in effect from time to"Collateral" means all assets and interests in assets and proceeds thereof now ownedor hereafter acquired by Administrative Borrower or its Subsidiaries in or upon which a Lien isgranted under any of the Loan Documents."Collateral Access Agreement" means a landlord waiver, bailee letter, oracknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person inpossession of, having a Lien upon, or having rights or interests in Administrative Borrower's or itsSubsidiaries' books and records, Equipment or Inventory, in each case, in form and substancesatisfactory to Agent."Collateral Agent" means The Bank of New York, in its capacity as collateral agentfor the holders of the Senior Secured Notes."Collateral Assignment Consents" means those certain consents to collateralassignment of contract (pursuant to the Collateral Assignment executed by Parent) between (i)General Contractor and Agent, and (ii) Architect and Agent, each in form and substance satisfactory toAgent."Collateral Assignments" means that certain (i) Assignment of Entitlements,Contracts, Rents and Revenues (Nevada – Fee) dated as of the Closing Date, by and between Parent,LA/1099296.75

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 34 of 80as assignor, and Agent, as assignee; and (ii) Assignment of Entitlements and Contracts (Nevada –Leasehold) dated as of the Closing Date, by and between E&W, as assignor, and Agent, as assignee."Collections" means all cash, checks, notes, instruments, and other items of payment(including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds)."Combined Permitted Tax Distribution" means, with respect to any taxable period orportion thereof in which one or more of the Borrowers is a Flow Through Entity, the amount of thePermitted Tax Distribution that would be permitted to be distributed as determined on the basis as ifsuch Borrower, for the portion of such period that such Borrower continued to be a Flow ThroughEntity, constituted separate divisions of a single Flow Through Entity."Commitment" means, with respect to each Lender, its Revolver Commitment, and,with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are setforth beside such Lender's name under the applicable heading on Schedule C-1 or in the Assignmentand Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may bereduced or increased from time to time pursuant to assignments made in accordance with theprovisions of Section 13.1."Compliance Certificate" means a certificate substantially in the form of Exhibit C-1delivered by the chief financial officer of Parent to Agent"Consolidated Coverage Ratio" has the meaning specified therefor in the Indenture."Continuing Director" means (a) any member of the Board of Directors who was adirector (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes.a member of the Board of Directors after the Closing Date if such individual was appointed ornominated for election to the Board of Directors by a majority of the Continuing Directors, butexcluding any such individual originally proposed for election in opposition to the Board of Directorsin office at the Closing Date in an actual or threatened election contest relating to the election of thedirectors (or comparable managers) of Parent and whose initial assumption of office resulted fromsuch contest or the settlement thereof."Contractor" has the meaning specified therefor in the Cash Collateral andDisbursement Agreement."Control Agreement" means a control agreement, in form and substance satisfactoryto Agent, executed and delivered by the Administrative Borrower or one of its Subsidiaries, Agent,and the applicable securities intermediary (with respect to a Securities Account) or bank (with respectto a Deposit Account)."Daily Balance" means, as of any date of determination and with respect to anyObligation, the amount of such Obligation owed at the end of such day."Debt Incurrence Ratio" has the meaning specified therefor in Section 6.1(i)(2)."Default" means an event, condition, or default that, with the giving of notice, thepassage of time, or both, would be an Event of Default."Defaulting Lender" means any Lender that fails to make any Advance (or otherextension of credit) that it is required to make hereunder on the date that it is required to do sohereunder.LA/1099296.76

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 35 of 80"Defaulting Lender Rate" means (a) for the first 3 days from and after the date therelevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable toAdvances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto)."Deposit Account" means any deposit account (as that term is defined in the Code)."Designated Account" means the Deposit Account of Administrative Borroweridentified on Schedule D-I ."Designated Account Bank" has the meaning specified therefor in Schedule D-1."Disbursed Funds Account" has the meaning specified therefor in the Cash Collateraland Disbursement Agreement."Disbursement Agent" means The Bank of New York, or the then actingDisbursement Agent under the Cash Collateral and Disbursement Agreement."Disqualified Capital Stock" has the meaning specified therefor in the Indenture."Dollars" or "$" means United States dollars."E&W" means Eastern & Western Hotel Corporation, a Nevada corporation."E&W Additional Contribution Issuance" means the increase in the E&W PreferredAccount by up to an additional $5,000,000 upon, and in exchange for, the contribution by E&W ofgaming assets to the Parent pursuant to Section 5.1 of the Operating Agreement (as in effect on theClosing Date, without giving effect to any amendment or supplement thereto or modification thereof)."E&W Preferred Account" has the meaning set forth in the Operating Agreement, asin effect on the Closing Date, without giving effect to any amendment or supplement thereto ormodification thereof."E&W Guaranty" means that certain non-recourse guaranty and pledge agreement,dated as of the date hereof, delivered by E&W in favor of Agent for the benefit of the Lender Groupand the Bank Product Providers, in form and substance satisfactory to Agent."E&W Preferred Note Loan" means the unsecured loan into which the E&WPreferred Account is converted, pursuant to Section 12.5c(ii) of the Operating Agreement (as in effecton the Closing Date, without giving effect to any amendment or supplement thereto or modificationthereof), in the event that EW Common, LLC fails to obtain the requisite approvals of the GamingAuthorities to own an interest in Parent as a gaming licensee on or prior to January 31, 2006, whichloan has the following terms:(a) accrues interest at the rate of the E&W Preferred Return, which interest ispayable in the same manner and in the same relative priority as the E&W Preferred Return;(b) matures on the later of (i) the occurrence of a sale of the Resort and Casino,and (ii) the date that is 91 days after the later of the Maturity Date and the maturity date of the SeniorSecured Notes; and(c) payments with respect to the E&W Preferred Note Loan shall besubordinated to the Obligations pursuant to a subordination agreement in form and substancesatisfactory to Agent, which subordination agreement shall permit such payments only to the extentLA/1099296.77

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 36 of 80the same would be permitted to be made as Permitted Distributions with respect to the E&W PreferredReturn (had the same not been so converted into the E&W Preferred Note Loan)."E&W Preferred Return" means a return to E&W in an amount equal to (x) 4% perannum, determined on the basis of a year of 365 or 366 days, as the case may be, for the actualnumber of days occurring in the period for which the E&W Preferred Return is being determined,cumulative, but not compounded, of (y) the Maximum Average Daily Balance (as defined below).For purposes of this definition, "Maximum Average Daily Balance" means the lesser of (a) theaverage daily balance of the E&W Preferred Account from time to time during the period for whichthe E&W Preferred Return relates and (b) (i) the sum of (x) the balance of the E&W PreferredAccount as of the Closing Date, and (y) the increase in the E&W Preferred Account attributable to theE&W Additional Contribution Issuance; less (ii) the amount of any reductions in, or repayments orreturns of, the E&W Preferred Account on and after the Closing Date."EBITDA" means, with respect to any fiscal period, Parent's and its Subsidiaries'consolidated net earnings (or loss), minus extraordinary gains and interest income, plus interestexpense, income taxes, and depreciation and amortization for such period, in each case, as determinedin accordance with GAAP, and, in each case without duplication and to the extent incurred in suchperiod and subtracted in the calculation of net earnings (loss) with respect thereto (and not otherwiseadded back), plus (a) pre-opening costs in connection with and incurred prior to the Re-opening, in anaggregate amount not to exceed $6,000,000, paid entirely out of funds from the RenovationDisbursement Account, (b) non-cash write-downs and write-offs of assets associated with theretirement of assets in the ordinary course of business, (c) costs and expenses in association with theinitial closing of the Agreement (including costs with respect to the pay-off of the Existing Lender), inan aggregate amount not in excess of $1,400,000, paid from the initial proceeds of the Senior SecuredNotes, (d) initial licensing expenses for obtaining applicable Gaming Licenses and Liquor Licenses inconnection with the Operator Licensing Event, in an aggregate amount not in excess of $800,000, and(e) any other non-cash expense."Eligible Transferee" means (a) a commercial bank organized under the laws of theUnited States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercialbank organized under the laws of any other country which is a member of the Organization forEconomic Cooperation and Development or a political subdivision of any such country and which hastotal assets in excess of $250,000,000, provided that such bank is acting through a branch or agencylocated in the United States, (c) a finance company, insurance company, or other financial institutionor fund that is engaged in making, purchasing, or otherwise investing in commercial loans in theordinary course of its business and having (together with its Affiliates) total assets in excess of$250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no Event of Defaulthas occurred and is continuing, any other Person approved by Agent and Administrative Borrower(which approval of Administrative Borrower shall not be unreasonably withheld, delayed, orconditioned), and (f) during the continuation of an Event of Default, any other Person approved byAgent."Environmental Actions" means any complaint, summons, citation, notice, directive,order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or othercommunication from any Governmental Authority, or any third party involving violations ofEnvironmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businessesof any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) fromadjoining properties or businesses, or (c) from or onto any facilities which received HazardousMaterials generated by any Borrower, any Subsidiary of a Borrower, or any of their predecessors ininterest.LA/1099296.78

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 37 of 80"Environmental Law" means any applicable federal, state, provincial, foreign orlocal statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding andenforceable written policy or rule of common law now or hereafter in effect and in each case asamended, or any judicial or administrative interpretation thereof, including any judicial oradministrative order, consent decree or judgment, in each case, to the extent binding on any Borroweror any Subsidiary of a Borrower, relating to the environment, the effect of the environment onemployee health, or Hazardous Materials, in each case as amended from time to time."Environmental Liabilities" means all liabilities, monetary obligations, losses,damages, punitive damages, consequential damages, treble damages, costs and expenses (including allreasonable fees; disbursements and expenses of counsel, experts, or consultants, and costs ofinvestigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of anyclaim or demand, or Remedial Action required, by any Governmental Authority or any third party,and which relate to any Environmental Action."Environmental Lien" means any Lien in favor of any Governmental Authority forEnvironmental Liabilities."Equipment" means equipment (as that term is defined in the Code)."ERISA" means the Employee Retirement Income Security Act of 1974, asamended, and any successor statute thereto."ERISA Affiliate" means (a) any Person subject to ERISA whose employees aretreated as employed by the same employer as the employees of a Borrower or a Subsidiary of aBorrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees aretreated as employed by the same employer as the employees of a Borrower or a Subsidiary of aBorrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412of the IRC, any organization subject to ERISA that is a member of an affiliated service group of whicha Borrower or a Subsidiary of a Borrower is a member under IRC Section 414(m), or (d) solely forpurposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is aparty to an arrangement with a Borrower or a Subsidiary of a Borrower and whose employees areaggregated with the employees of a Borrower or a Subsidiary of a Borrower *under IRCSection 414(o)."Estoppel Certificate" means an estoppel certificate consent and agreement, in formand substance satisfactory to Agent, executed and delivered by Borrower and E&W to Agent andTrustee."Event of Default" has the meaning specified therefor in Section 7."Excess Availability" means, as of any date of determination, the • amount equal toAvailability minus the aggregate amount, if any, of all trade payables of Borrowers and theirSubsidiaries aged in excess of their historical levels with respect thereto and all book overdrafts ofBorrowers and their Subsidiaries in excess of their historical practices with respect thereto, in eachcase as determined by Agent in its Permitted Discretion.to time."Exchange Act" means the Securities Exchange Act of 1934, as in effect from time"Excluded Assets" has the meaning specified therefor in the Security Agreement."Exempted Affiliate Transaction" means:LA/1099296.79

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 38 of 80(a) reasonable and customary compensation arrangements provided for thebenefit of any director, officer or employee of the Borrowers or any of their Subsidiaries, in each caseentered into in the ordinary course of business and for services provided to the Borrower or suchSubsidiary, respectively, as determined in good faith by the Board of Directors of the applicableBorrower,(b)Permitted Distributions,(c) the transactions pursuant to the Lease-Related Agreements and the LicenseAgreements; provided, that with respect to any payment pursuant to any o_f the foregoing (to the extentnot otherwise constituting Permitted Distributions), such payment may be made only so long as (i)both at the time of an after giving effect thereto on a pro forma basis no Default or Event of Defaultshall have occurred and be continuing, and (ii) for any such payment pursuant to the LicenseAgreements (in addition to the foregoing requirements in clause (i) above), such payment is madeafter the occurrence of the Re-opening and the Operator Licensing Event."Existing Lender" means Canpartners Realty Holding Company IV LLC."Fee Letter" means that certain fee letter between Borrowers and Agent, in form andsubstance satisfactory to Agent."FF&E" means furniture, fixtures and equipment (including Gaming Equipment)acquired by the Borrowers and their Subsidiaries in the ordinary course of business for use in theirbusiness operations."FF&E Financing" means Indebtedness, the proceeds of which are used solely by theBorrowers and their Subsidiaries (and concurrently with the incurrence of such Indebtedness) toacquire or lease or improve or refinance, respectively, FF&E (including FF&E Financings assumedfrom E&W in connection with the Third .TV Closing Date); provided, that (x) the principal amount ofsuch FF&E Financing does not exceed the cost (including sales and excise taxes, installation anddelivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchasedor leased with the proceeds thereof or the cost of such improvements, as the. case may be, and (y) suchFF&E Financing is secured only by the assets so financed and assets which, immediately prior to theincurrence of such FF&E Financing, secured other Indebtedness of the Borrowers and theirSubsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness arepermitted under the Agreement) to the lender of such FF&E Financing."Finance Corp" means 155 East Tropicana Finance Corp., a Nevada corporation, anda wholly owned subsidiary of Parent."Florida Hooters" means Florida Hooters, LLC, a Nevada limited-liability company."Flow Through Entity" means an entity that (a) for United States federal income taxpurposes constitutes (i) an "S" corporation (as defined in section 1361(a) of the IRC), (ii) a "qualifiedsubchapter S subsidiary" (as defined in section 1361(bX3)(B) of the IRC), (iii) a "partnership" (withinthe meaning of section 7701(aX2).of the IRC) other than a "publicly traded partnership" (as defined insection 7704 of the IRC), (iv) an entity that is disregarded as an entity separate from its owner underthe IRC, the Treasury regulations or any published administrative guidance of the Internal RevenueService, or (v) a trust, the income of which is includible in the taxable income of the grantor oranother person under sections 671 through 679 of the IRC (the entities described in the immediatelypreceding clauses (i), (ii), (iii), (iv) and (v), a "Federal Flow Through Entity") and (b) for state andlocal jurisdictions in respect of which Permitted Tax Distributions are being made, is subject toLA/1099296.710

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 39 of 80treatment on a basis under applicable state or local income tax law substantially similar to a FederalFlow Through Entity."Funding Date" means the date on which a Borrowing occurs."Funding Losses" has the meaning specified therefor in Section 2.13(b)(ii)."GAAP" means generally accepted accounting principles as in effect from time totime in the United States, consistently applied."Gaming Equipment" means slot machines, video poker machines, and all othergaming equipment and related signage, accessories and peripheral equipment"Gaming FF&E Financing" means FF&E Financing, the proceeds of which are usedsolely by the Borrowers and their Subsidiaries to acquire or lease FF&E that constitutes GamingEquipment."Gaming Laws" means all applicable federal, state and local laws, rules andregulations pursuant to which the Nevada Gaming Authorities possess regulatory, licensing or permitauthority over the ownership or operation of gaming facilities within the State of Nevada, including,the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, asamended from time to time, and the regulations of the NGC promulgated thereunder."Gamine License" means any finding of suitability, registration, license, franchise, orother finding of qualification, or other approval or authorization required to own, lease, operate orotherwise conduct or manage riverboat, dockside or land-based gaming activities in any state orjurisdiction in which any Borrower or any of their Subsidiaries conduct business (including, all suchlicenses granted by the Nevada Gaming Authorities, and the rules and regulations promulgatedthereunder), and all applicable Liquor Licenses."General Contractor" means The PENTA Building Group, Inc."Goveming,Docurnents" means, with respect to any Person, the certificate or articlesof incorporation or organization, by-laws, operating agreements or other organizational documents ofsuch Person."Governmental Authority" means any federal, state, local, or other governmental oradministrative body, instrumentality, board, department, or agency or any court, tribunal,administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel orbody, including the Nevada Gaming Authorities and Liquor Authorities."Guarantors" means (a) each Subsidiary (other than a Borrower) of each Borrower,and (b) E&W (with respect to the E&W Guaranty) and "Guarantor" means any one of them; provided,that upon termination of the E&W Guaranty pursuant to its terms following the Operator LicensingEvent, E&W shall cease to be a Guarantor hereunder."Guaranty" means that certain general continuing guaranty (or, with respect to E&W,the E&W Guaranty) executed and delivered by each Guarantor in favor of Agent for the benefit of theLender Group and the Bank Product Providers, in form and substance satisfactory to Agent"HGC" means Hooters Gaming Corporation, a Nevada corporation."HI Limited" means HI Limited Partnership, a Florida limited partnership.LA/1099296.7l 1

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 40 of 80"Hazardous Materials" means (a) substances that are defined or listed in, orotherwise classified pursuant to, any applicable laws or regulations as "hazardous substances,""hazardous materials," "hazardous wastes," "toxic substances," or any other formulation intended todefine, list, or classify substances by reason of deleterious properties such as ig,nitability, corrosivity,reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleumderived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, andother wastes associated with the exploration, development, or production of crude oil, natural gas, orgeothermal resources, (c) any flammable substances or explosives or any radioactive materials, and(d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containinglevels of polychlorinated biphenyls in excess of 50 parts per million."Hedge Agreement" means any and all agreements, or documents now existing or.hereafter entered into by Administrative Borrower or any of its Subsidiaries that provide for aninterest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchangetransaction, currency swap, cross currency rate swap, currency option, or any combination of, oroption with respect to, these or similar transactions, for the purpose of hedging AdministrativeBorrower's or any of its Subsidiaries' exposure to fluctuations in interest or exchange rates, loan,credit exchange, security or currency valuations or commodity prices."Holdout Lender" has the meaning specified therefor in Section 14.2(a).the Business."Hooters Brand" means the "Hooters" name and mark, as used in connection with"Hotel Lease" means that certain Amended and Restated Hotel Lease, dated as ofMarch 9, 2005, between Parent and E&W."Indebtedness" means (a) all obligations for borrowed money, (b) all obligationsevidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or otherobligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other financialproducts, (c) all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of otherssecured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligationor liability is assumed, (e) all obligations to pay the deferred purchase price of assets (other than tradepayables incurred in the ordinary course of business and repayable in accordance with customary tradepractices) (which, for the avoidance of doubt, shall not include the obligation of Parent to increase theEW Preferred Account (as defined in the Operating Agreement) by up to $5,000,000 in accordancewith Section 5.1 of the Operating Agreement following occurrence of the Operator Licensing Event),(f) all obligations owing under Hedge Agreements, and (g) any obligation guaranteeing or intended toguarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold withrecourse) any obligation of any other Person that constitutes Indebtedness under any of clauses(a) through (f) above."Indemnified Liabilities" has the meaning specified therefor in Section 10.3."Indemnified Person" has the meaning specified therefor in Section 10.3."Indenture" means that certain indenture dated as of March 29, 2005, among theTrustee, Borrowers and their Subsidiaries."Insolvency Proceeding" means any proceeding commenced by or against anyPerson under any provision of the Bankruptcy Code or under any other state or federal bankruptcy orinsolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions,Lail 099296.712

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 41 of 80extensions generally with creditors, or proceedings seeking reorganization, arrangement, or othersimilar relief."Intercompany Advances" means loans or advances or the repayment of loans oradvances from a Borrower to another Borrower."Intercompany Subordination Agreement" means a subordination agreementexecuted and delivered by Borrowers and each of their Subsidiaries and Agent, the form andsubstance of which is satisfactory to Agent."Intercreditor Agreement" means that certain Intercreditor Agreement betweenAgent and the Collateral Agent, substantially in the form of Exhibit I-1 to the Agreement."Interest Period" means, with respect to each LIBOR Rate Loan, a periodcommencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBORRate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or .3 monthsthereafter, provided, however, that (a) if any Interest Period would end on a day that is not a BusinessDay, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeedingBusiness Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from andincluding the first day of each Interest Period to, but excluding, the day on which any Interest Periodexpires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended tothe next succeeding Business Day unless such Business Day falls in another calendar month, in whichcase such Interest Period shall end on the next preceding Business Day, (d) with respect to an InterestPeriod that begins on the last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such Interest Period), the InterestPeriod shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the dateon which the Interest Period began, as applicable, and (e) Borrowers (or Administrative Borrower onbehalf thereof) may not elect an Interest Period which will end after the Maturity Date."Inventory" means inventory (as that term is defined in the Code)."Investment" means, with respect to any Person, any investment by such Person inany other Person (including Affiliates) in the form of loans, guarantees, advances, or capitalcontributions (excluding (a) commission, travel, and similar advances to officers and employees ofsuch Person made in the ordinary course of business, and (b) bona fide Accounts arising in theordinary course of business consistent with past practice), purchases or other acquisitions ofIndebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division orbusiness line of such other Person), including the transfer of assets and assumption of liabilities withrespect to the Third JV Closing Date pursuant to Section 2.6 of the Joint Venture Agreement, and anyother items that are or would be classified as investments on a balance sheet prepared in accordancewith GAAP."IRC" means the Internal Revenue Code of 1986, as in effect from time to time."Issuing Lender" means WFF or any other Lender that, at the request ofAdministrative Borrower and with the consent of Agent, agrees, in such Lender's sole discretion, tobecome an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant toSection 2.12."Joint Venture Agreement" means that certain Amended and Restated Joint VentureAgreement, dated as of March 9, 2005, between E&W and Florida Hooters."L/C" has the meaning specified therefor in Section 2.12(a).LA/1099296.713

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 42 of 80"L/C Disbursement" means a payment made by the Issuing Lender pursuant to .aLetter of Credit."L/C Undertaking" has the meaning specified therefor in Section 2.12(a)."LVW" means Las Vegas Wings, Inc., a Nevada corporation."Lags" means Lags Ventures, Inc., a Florida corporation."Lease Related Agreements" means, collectively, the Leases, the Joint VentureAgreement and the Operating Agreement."Leases" mean, together, the Casino Lease and the Hotel Lease."Lender" and "Lenders" have the respective meanings set forth in the preamble tothe Agreement, and shall include any other Person made a party to the Agreement in accordance withthe provisions of Section 13.1."Lender Group" means, individually and collectively, each of the Lenders (includingthe Issuing Lender) and Agent."Lender Group Expenses" means all (a) costs or expenses (including taxes, andinsurance premiums) required to be paid by a Borrower or its Subsidiaries under any of the LoanDocuments that are paid, advanced, or incurred by the Lender Group, (b) fees or charges paid orincurred by Agent in connection with the Lender Group's transactions with Borrowers or theirSubsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers,telecommunication, public record searches (including tax lien, litigation, and UCC searches andincluding searches with the patent and trademark office, the copyright office, or the department ofmotor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals orbusiness valuations to the extent of the fees and charges (and up to the amount of any limitation)contained in the Agreement, real estate surveys, real estate title policies and endorsements, andenvironmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds toBorrowers or other members of the Lender Group (by wire transfer or otherwise), (d) charges paid orincurred by Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid orincurred by the Lender Group to correct any default or enforce any provision of the Loan Documents,or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing forsale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale isconsummated, (1) audit fees and expenses of Agent related to any inspections or audits to the extent ofthe fees and charges (and up to the amount of any limitation) contained in the Agreement,(g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the LenderGroup in enforcing or defending the Loan Documents or in connection with the transactionscontemplated by the Loan Documents or the Lender Group's relationship with any Borrower or anySubsidiary of a Borrower, (h) Agent's and each Lender's reasonable costs and expenses (includingattorneys fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating, oramending the Loan Documents, and (i) Agent's and each Lender's reasonable costs and expenses(including attorneys, accountants, consultants, and other advisors fees and expenses) incurred interminating, enforcing (including attorneys, accountants, consultants, and other advisors fees andexpenses incurred in connection with a "workout," a "restructuring," or an Insolvency Proceedingconcerning any Borrower or any Subsidiary of a Borrower or in exercising rights or remedies underthe Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or intaking any Remedial Action concerning the Collateral.LA/1099296.714

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 43 of 80"Lender-Related Person" means, with respect to any Lender, such Lender, togetherwith such Lender's Affiliates, officers, directors, employees, attorneys, and agents."Letter of Credit" means an L/C or an L/C Undertaking, as the context requires."Letter of Credit Usage" means, as of any date of determination, the aggregateundrawn amount of all outstanding Letters of Credit"LIBOR Deadline" has the meaning specified therefor in Section 2.13(b)(i)."LIBOR Notice" means a written notice in the form of Exhibit L-1."LIBOR Option" has the meaning specified therefor in Section 2.13(a)."LIBOR Rate" means, for each interest Period for each LIBOR Rate Loan, the rateper annum determined by Agent (rounded upwards, if necessary, to the next 1/100%) by dividing(a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. TheLIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage."LIBOR Rate Loan" means each portion of an Advance that bears interest at a ratedetermined by reference to the LIBOR Rate."LIBOR Rate Margin" means 3.50 percentage points.Date:"License Agreements" means the following agreements, as in effect on the Closing(i) License Agreement, dated March 2], 2001, as amended, between HILimited, as licensor, and HGC, as licensee, granting an exclusive license to use the Hooters brand inconnection with gaming, casino and/or combined hotel, gaming and casino operations, including theright to operate a Hooters restaurant subject to the consent of LVW;(ii) Consent Agreement, dated July 30, 2004, between LVW and HGC,providing consent to HGC for operation of a Hooters restaurant at the Resort;(iii) Amended and Restated Mark License Agreement, dated March 9,2005, between Lags, as licensor, and Florida Hooters, as licensee, granting licensee a license to usethe Dan Marino's Fine Food & Spirits and/or Martini Bar brands at the Resort;(iv) Amended and Restated Assignment Agreement, dated March 9,2005, between HGC and Florida Hooters, pursuant to which HGC assigned to Florida Hooters all ofits rights under the License Agreement (referred to in clause (i) of this definition), and the ConsentAgreement (referred to in clause (ii) of this definition) solely for use at the Resort;(v) Amended and Restated Assignment Agreement, dated March 9,2005, between Florida Hooters and Parent, pursuant to which Florida Hooters assigned to Parent all ofthe rights that it has, pursuant to the Assignment Agreement (referred to in clause (iv) of thisdefinition), under the License Agreement (referred to in clause (i) of this definition) and the ConsentAgreement (referred to in clause (ii) of this definition), and the Mark License Agreement (referred toin clause (iii) of this definition);(vi) License Agreement dated March 11, 2005, between Pete &Shorty's, Inc., a Florida corporation, as licensor, and Parent, as licensee granting a nonexclusive,LA/1099296.715

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 44 of 80nontransferable license to use the Pete & Shorty's mark in connection with a restaurant, bar, andlounge in the Hooters Casino Hotel in Las Vegas and affiliated merchandise, entertainment and casinoservices; and(vii) Affirmation and Acknowledgement, dated March 9, 2005, by HGCto Parent, pursuant to which HGC agreed not to operate, license or assign its rights under the LicenseAgreement (referred to in clause (1) of this definition) to any other person for operation of a casino (x)in Clark County, Nevada, for a period of four (4) years commencing on the date of the Indenture orsuch earlier time as the both the Senior Subordinated Notes and the Obligations are no longeroutstanding or (y) on the Las Vegas Strip from the date thereof until both the Senior SubordinatedNotes and the Obligations are no longer outstanding."Lien" means any interest in an asset securing an obligation owed to, or a claim by,any Person other than the owner of the asset, irrespective of whether (a) such interest is based on thecommon law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest iscontingent upon the occurrence of some future event or events or the existence of some futurecircumstance or circumstances. Without limiting the generality of the foregoing, the term "Lien"includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, notice ofLien, levy or assessment, pledge, hypothecation, assignment, deposit arrangement, security agreement,conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes andalso includes reservations, exceptions, encroachments, easements, rights-of-way, covenants,conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property."Liquor Authorities" means the Clark County Liquor and Gaming Licensing Board,the Department of the Treasury Bureau of Alcohol, Tobacco and Firearms, and any other agency,authority, board, bureau, commission, department, office or instrumentality or any nature whatsoeverof the United States or foreign government, any state, province or any city or other politicalsubdivision, whether now or hereafter existing, or any officer or official thereof, including any otheragency with authority to regulate the sale or distribution of alcoholic beverages."Liquor Laws" means all applicable state and local laws, statutes or ordinancesregarding the sale and distribution of alcoholic beverages enforced by the Liquor Authorities and therules and regulations of the Liquor Authorities."Liquor License" means any license, permit, registration, qualification or otherapproval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws."Loan Account" has the meaning specified therefor in Section 2.10."Loan Documents" means the Agreement, the Bank Product Agreements, the CashManagement Agreements, the Collateral Assignments, the Collateral Assignment Consents, theControl Agreements, the Fee Letter, the Guaranty(ies), the Intercompany Subordination Agreement,the Intercreditor Agreement, the Letters of Credit, the Mortgages, the Parent Pledge Agreement, thePledged Interests Control Agreement, the Security Agreement, any note or notes executed by aBorrower in connection with the Agreement and payable to a member of the Lender Group, and anyother agreement entered into, now or in the future, by any Borrower and the Lender Group inconnection with the Agreement."LVW" means Las Vegas Wings, Inc., a Nevada corporation."Manager" means Hawkeye Construction and Millwork, Inc.LA/1099296.716

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 45 of 80"Material Adverse Change" means (a) a material adverse change in the business,prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) ofBorrowers and their Subsidiaries, taken as a whole, (b) a material impairment of a Borrower's or anyof its Subsidiaries' ability to perform its obligations under the Loan Documents to which it is a partyor of the Lender Group's ability to enforce the Obligations or realize upon the Collateral, or (c) amaterial impairment of the enforceability or priority of the Agent's Liens with respect to the Collateralas a result of an action or failure to act on the part of a Borrower or a Subsidiary of a Borrower."Material Renovation Document" means any of the Renovation Contract, theArchitect Agreement, and without duplication, any other Contract (as defined in the Cash Collateraland Disbursement Agreement) with a total contract amount in excess of $100,000."Maturity Date" hagthe meaning specified therefor in Section 3.4."Maximum Revolver Amount" means $15,000,000."Mortgage Policy" has the meaning specified therefor in Schedule 3.1(bb)."Mortgages" means, individually and collectively, one or more mortgages, deeds oftrust, or deeds to secure debt, executed and delivered by a Borrower or a Subsidiary of a Borrower infavor of Agent, in form and substance satisfactory to Agent, that encumber the Real PropertyCollateral."Nevada Gaming Authorities" means the NGC, the NGCB, and the Clark CountyLiquor and Gaming Licensing Board, and any other State or local agency with jurisdiction overgaming operations in the State of Nevada or Clark County, Nevada."NGC" means the Nevada Gaming Commission."NGCB" means the Nevada State Gaming Control Board."Obligations" means (a) all loans, Advances, debts, principal, interest (including anyinterest that accrues after the commencement of an Insolvency Proceeding regardless of whetherallowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), contingentreimbursement obligations with respect to outstanding Letters of Credit, premiums, liabilities(including all amounts charged to Borrowers' Loan Account pursuant hereto), obligations (includingindemnification obligations), fees (including the fees provided for in the Fee Letter), charges, costs,Lender Group Expenses (including any fees or expenses that accrue after the commencement of anInsolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim inany such Insolvency Proceeding), lease payments, guaranties, covenants, and duties of any kind anddescription owing by Borrowers to the Lender Group pursuant to or evidenced by the LoanDocuments and irrespective of whether for the payment of money, whether direct or indirect, absoluteor contingent, due or to become due, now existing or hereafter arising, and including all interest notpaid when due and all other expenses or other amounts that Borrowers are required to pay orreimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations. Anyreference in the Agreement or in the Loan Documents to the Obligations shall include all or anyportion thereof and any extensions, modifications, renewals, or alterations thereof, both prior andsubsequent to any Insolvency Proceeding."Operating Agreement" means the 155 East Tropicana, LLC Amended and RestatedOperating Agreement, dated as of March 9, 2005.LA/1099296.717

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 46 of 80"Operator" means the Person(s) engaged, hired or retained by Parent to manage oroperate the Casino."Operator Licensing Event" means the receipt by Parent of all licenses from theNevada Gaming Authorities and the Liquor Authorities to conduct gaming and liquor sales at theResort and the occurrence of the Third IV Closing Date."Originating Lender" has the meaning specified therefor in Section 13.1(e)."Overadvance" has the meaning specified therefor in Section 2.5."Parent" has the meaning specified therefor in the preamble to the Agreement"Parent Pledge Agreement" means a pledge agreement, in form and substancesatisfactory to Agent, executed and delivered by each Parent Pledgor to Agent."Parent Pledgors" means each of EW Common LLC and Florida Hooters, LLC,together with any other Person that may from time to time hold Stock of Parent."Participant" has the meaning specified therefor in Section 13.1(e)."Permitted Discretion" means a determination made in the exercise of reasonable(from the perspective of a secured asset-based lender) business judgment"Permitted Dispositions" means (a) sales or other dispositions of Equipment that issubstantially worn, damaged, or obsolete in the ordinary course of business, (b) sales of Inventory tobuyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents in amanner that is not prohibited by the terms of the Agreement or the other Loan Documents, (d) thelicensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual propertyrights in the ordinary course of business, and (e) the sale or other disposition of properties or assets ofBorrowers or their Subsidiaries, so long as (i) no Default or Event of Default has occurred and iscontinuing at the time of the consummation of such sale or disposition, (ii) such sale or dispositiondoes not include Accounts, General Intangibles, Stock, or interests (other than leases entered into inthe ordinary course of business consistent with the Mortgage) in Real Property (iii) no such sale ordisposition or series of related sales or dispositions involves properties or assets having a fair marketvalue in excess of $1,000,000, and (iv) the aggregate fair market value of all of the properties andassets that are the subject of such sales or dispositions does not exceed $5,000,000 during the term ofthe Agreement."Permitted Distributions" means, in each case so long as both at the time of and aftergiving effect thereto on a pro forma basis no Default or Event of Default shall have occurred and becontinuing, (a) distributions or declaration and payment of dividends by a Borrower to anotherBorrower, (b) Permitted Tax Distributions, (c) the approximately $1,300,000 cash payment to E&Wmade on the Closing Date in connection with the repayment of existing debt owing to E&W, (d) thecash payment of the Positive Net Working Capital (as defined in the Joint Venture Agreement) byParent to E&W in accordance with Section 2.8 of the Joint Venture Agreement, so long as the same ispaid entirely from funds in the Renovation Disbursement Account having been set aside for suchpurpose, and (e) so long as at the time of and after giving effect thereto on a pro forma basisBorrowers have Excess Availability of at least $5,000,000, (i) the balance, if any, of the cash paymentof the Positive Net Working Capital (as defined in the Joint Venture Agreement) by Parent to E&W tothe extent not paid pursuant to clause (d) above, (ii) at any time after the Operator Licensing Eventand the Re-opening shall have occurred, payment of the E&W Preferred Return payable pursuant toLA/1099296.718

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 47 of 80the Operating Agreement, and (iii) other dividends or distributions pursuant to the OperatingAgreement."Permitted Holders" means the Persons identified on Schedule P-1."Permitted Intercompany Advance" means Intercompany Advances made by aBorrower to another Borrower so long as no Event of Default has occurred and is continuing or wouldresult therefrom and all parties to such transaction are party to the Intercompany SubordinationAgreement"Permitted Investments" means (a) Investments in cash and Cash Equivalents,(b) Investments in negotiable instruments for collection, (c) advances made in connection withpurchases of goods or services in the ordinary course of business, (d) Investments received insettlement of amounts due to a Borrower or any Subsidiary of a Borrower effected in the ordinarycourse of business or owing to a Borrower or any Subsidiary of a Borrower as a result of InsolvencyProceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favorof a Borrower or any Subsidiary of a Borrower, (e) credit extensions to gaming customers in theordinary course of business, consistent with industry practice, (f) loans or advances to employees ofthe Borrowers and their Subsidiaries made in the ordinary course of business in an aggregate amountnot to exceed $500,000 at any one time outstanding, (g) Permitted Intercompany Advances,(h) Investments in existence on the Closing Date set forth on Schedule P-3, and (i) so long as bothimmediately before and immediately after giving effect thereto on a pro forma basis no Default orEvent of Default shall have occurred and be continuing (and subject to any additional limitations setforth in the Agreement), the occurrence of the Third JV Closing Date and consummation of the eventsset forth with respect thereto in Section 2.6 of the Joint Venture Agreement."Permitted Liens" means (a) Liens held by Agent to secure the Obligations, (b) Liensfor unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yetdelinquent, or (ii) do not have priority over the Agent's Liens and the underlying taxes, assessments,or charges or levies are the subject of Permitted Protests, (c) judgment Liens that do not constitute anEvent of Default under Section 7.7 of the Agreement, (d) Liens set forth on Schedule P-2 (providedthat any such Lien only secures the Indebtedness that it secures on the Closing Date and anyRefinancing Indebtedness in respect thereof), (e) the interests of lessors under operating leases,(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liensor interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches onlyto the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures theIndebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics,materialmen, laborers, or suppliers, incurred in the ordinary course of Borrowers' business and not inconnection with the borrowing of money, and which Liens (i) to the extent relating to the RealProperty Collateral, are not prohibited pursuant to the Mortgage, and (ii) either are for sums not yetdelinquent, or are the subject of Permitted Protests, (h) Liens on amounts deposited in connection withobtaining worker's compensation or other unemployment insurance, (i) Liens on amounts deposited inconnection with the making or entering into of bids, tenders, or leases in the ordinary course ofbusiness and not in connection with the borrowing of money, 0) Liens on amounts deposited assecurity for surety or appeal bonds in connection with obtaining such bonds in the ordinary course ofbusiness, (k) with respect to any Real Property, easements, rights of way, and zoning restrictions thatdo not materially interfere with or impair the use or operation thereof, (1) Liens in favor of theCollateral Agent securing the Senior Secured Notes so Tong as and to the extent such Liens remain thesubject of the Intercreditor Agreement, (m) Liens that secure FF&E Financing, Purchase MoneyIndebtedness, or Capitalized Lease Obligations permitted to be incurred pursuant to Section 6.1(c) ofthe Agreement provided such Liens do not extend to or cover any property or assets other than thosebeing acquired, leased or developed with the proceeds of such Indebtedness, (n) leases or subleasesLA/1099296.719

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 48 of 80granted to other Persons in the ordinary course of business not materially interfering with the conductof the business of the Borrowers or any of their Subsidiaries (including the Business) or materiallydetracting from the value of the relative assets of the Borrowers or any of their Subsidiaries, (o) Liensarising from precautionary UCC financing statement filings regarding operating leases entered into bythe Borrowers or any of their Subsidiaries in the ordinary course of business, and (p) Liens securingIndebtedness of.a Person existing at the time such Person becomes a Subsidiary or is merged with orinto one of the Borrowers or one of their Subsidiaries (other than any of the foregoing in connectionwith the transfers of assets and obligations contemplated with respect to Third JV Closing Date),provided, that such Liens were in existence prior to the date of such acquisition, merger orconsolidation, were not incurred in anticipation thereof, do not extend to any other assets."Permitted Protest" means the right of Administrative Borrower or any of itsSubsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other thanpayroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment,provided that (a) a reserve with respect to such obligation is established on a Borrower's or any of itsSubsidiaries' books and records in such amount as is required under GAAP, (b) any such protest isinstituted promptly and prosecuted diligently by Administrative Borrower or any of its Subsidiaries, asapplicable, in good faith and either by appropriate legal proceedings or as otherwise permitted inaccordance with applicable law, and (c) Agent is satisfied that, while any such protest is pending,there will be no impairment of the enforceability, validity, or priority of any of the Agent's Liens."Permitted Tax Distributions" in respect of a Borrower means, with respect to anytaxable year or portion thereof in which such Borrower is a Flow Through Entity, the sum of: (i) theproduct of (a) the excess of (1) all items of taxable income or gain (other than capital gain) of suchBorrower for such year or portion thereof over (2) all items of taxable deduction or loss (other thancapital loss) of such Borrower for such year or portion thereof and (b) the Applicable Income TaxRate, plus (ii) the product of (a) the net capital gain (i.e., the excess of net long-term capital gain overnet short-term capital loss); if any, of such Borrower for such year or portion thereof and (b) theApplicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., theexcess of net short-term capital gain over net long-term capital loss), if any, of such Borrower for suchyear or portion thereof and (b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax LossBenefit Amount for such Borrower for such year or portion thereof; provided, that in no event shallthe Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed the greater of (i) thehighest aggregate applicable effective marginal rate of United States federal, state, and local incometax to which a corporation doing business in the State of Nevada would be subject to in the relevantyear of determination (as certified to the Agent by a nationally recognized tax accounting firm) plus5% and (ii) 60%. For purposes of calculating the amount of the Permitted Tax Distributions the itemsof taxable income, gain, deduction or loss (including capital gain or loss) of any Flow Through Entitythat is a subsidiary of which such Borrower is treated for United States federal income tax purposes asa member (but only for periods for which such Flow Through Entity is treated as a Flow ThroughEntity), which items of income, gain, deduction or loss are allocated to or otherwise treated as items ofincome, gain, deduction or loss of such Borrower for United States federal income tax purposes, shallbe included in determining the taxable income, gain, deduction or loss (including capital gain or loss)of such Borrower.Estimated tax distributions may be made within thirty days following March 15,May 15, August 15, and December 15 based upon an estimate of the excess of (x) the tax distributionsthat would be payable for the period beginning on January 1 of such year and ending on March 31,May 31, August 31, and December 31 if such period were a taxable year (computed as providedabove) over (y) distributions attributable to all prior periods during such taxable year.The amount of the Permitted Tax Distribution for a taxable year shall be re-computedpromptly after (i) the filing by such Borrower and each Subsidiary of such Borrower that is treated asLA/1099296.720

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 49 of 80a Flow Through Entity of their respective annual income tax returns and (ii) United States federal orstate taxing authority finally determines that the amount of the items of taxable income, gain,deduction, or loss of such Borrower or any such Subsidiary that is treated as a Flow Through Entityfor such taxable year or the aggregate Tax Loss Benefit Amount carried forward to such taxable yearshould be adjusted (each of clauses (i) and (ii) a "Tax Calculation Event"). To the extent that thePermitted Tax Distributions previously distributed in respect of any taxable year are either greaterthan (a "Tax Distribution Overage") or less than (a "Tax Distribution Shortfall") the Permitted TaxDistributions with respect to such taxable year, as determined by reference to the computation of theamount of the items of income, gain, deduction, or loss of such Borrower and each such Subsidiary inconnection with a Tax Calculation Event, the amount of the estimated Permitted Tax Distributions thatmay be made on the estimated tax distribution date immediately following such Tax Calculation Eventshall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the TaxDistribution Shortfall. To the extent that a Tax Distribution Overage remains after the estimated taxdistribution date immediately following such Tax Calculation Event, the amount of the estimatedPermitted Tax Distribution that may be made on the subsequent estimated tax distribution date shallbe reduced to the extent of such Tax Distribution Overage.Prior to making any Permitted Tax Distributions, such Borrower shall require eachEquity Holder to agree that promptly after the second estimated tax distribution date following a TaxCalculation Event, such Equity Holder shall reimburse such Borrower to the extent of its pro ratashare (based on the portion of Permitted Tax Distributions distributed to such Equity Holder for thetaxable year) of any remaining Tax Distribution Overage."Person" means natural persons, corporations, limited liability companies, limitedpartnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts,business trusts, or other organizations, irrespective of whether they are legal entities, and governmentsand agencies and political subdivisions thereof."Pledged Interests Control Agreement" means a control agreement, in form andsubstance satisfactory to Agent, executed and delivered by the Parent Pledgors, Parent and Agent,with respect to the Stock pledged pursuant to the Parent Pledge Agreement."Projections" means Parent's forecasted (a) balance sheets, (b) profit and lossstatements, and (c) cash flow statements, all prepared on a basis consistent with Parent's historicalfinancial statements, together with appropriate supporting details and a statement of underlyingassumptions."Pro Rata Share" means, as of any date of determination:(a) with respect to a Lender's obligation to make Advances and right to receivepayments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the RevolverCommitments being terminated or reduced to zero, the percentage obtained by dividing (y) suchLender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and(ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero,the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender'sAdvances by (z) the aggregate outstanding principal amount of all Advances,(b) with respect to a Lender's obligation to participate in Letters of Credit, toreimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior tothe Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing(y) such Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders,and (ii) from and after the time that the Revolver Commitments have been terminated or reduced toLA/1099296.721

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 50 of 80zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of suchLender's Advances by (z) the aggregate outstanding principal amount of all Advances,(c)[intentionally omitted], and(d) with respect to all other matters as to a particular Lender (including theindemnification obligations arising under Section 15.7), the percentage obtained by dividing (i) suchLender's Revolver Commitment, by (ii) the aggregate amount of Revolver Commitments of allLenders; provided, however, that in the event the Revolver Commitments have been terminated orreduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) theoutstanding principal amount of such Lender's Advances plus such Lender's ratable portion of theRisk Participation Liability with respect to outstanding Letters of Credit, by (B) the outstandingprincipal amount of all Advances plus the aggregate amount of the Risk Participation Liability withrespect to outstanding Letters of Credit."Protective Advances" has the meaning specified therefor in Section 2.3(d)(i)."Purchase Money Indebtedness" means Indebtedness (other than the Obligations, butincluding Capitalized Lease Obligations), incurred at the time of, or within 20 days after, theacquisition of any fixed assets for the purpose of financing all or any part of the acquisition costthereof."Oualified Cash" means, as of any date of determination, the amount of unrestrictedcash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or inSecurities Accounts, or any combination thereof, and which such Deposit Account or SecuritiesAccount is the subject of a Control Agreement and is maintained by a branch office of the bank orsecurities intermediary located within the United States."Real Property" means any estates or interests in real property now owned orhereafter acquired by any Borrower or a Subsidiary of any Borrower and the improvements thereto."Real Property Collateral" means the Real Property identified on Schedule R-1 andany Real Property hereafter acquired by a Borrower or any Subsidiary of a Borrower."Record" means information that is inscribed on a tangible medium or which isstored in an electronic or other medium and is retrievable in perceivable form."Re-opening" means the first date on which the Renovation shall have beensubstantially completed and the facilities of the Hooters Hotel Casino have been opened to the generalpublic, are receiving customers in the ordinary course of business and are operating in accordancewith applicable laws in all material respects."Reference Period" has the meaning specified therefor in the Indenture."Refinancing Indebtedness" means refinancings, renewals, or extensions ofIndebtedness so long as: (a) the terms and conditions of such refinancings, renewals, or extensions donot, in Agent's reasonable judgment, materially impair the prospects of repayment of the Obligationsby Borrowers or materially impair Borrowers' creditworthiness, (b) such refinancings, renewals, orextensions do not result in an increase in the principal amount of the Indebtedness so refinanced,renewed, or extended, (c) such refinancings, renewals, or extensions do not result in an increase in theinterest rate with respect to, the Indebtedness so refinanced, renewed, or extended, (d) suchrefinancings, renewals, or extensions do not result in a shortening of the average weighted maturity ofthe Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, takenLA/1099296.722

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 51 of 80as a whole, are materially more burdensome or restrictive to Borrowers, (e) if the Indebtedness that isrefinanced, renewed, or extended was subordinated in right of payment to the Obligations, then theterms and conditions of the refinancing, renewal, or extension must include subordination terms andconditions that are at least as favorable to the Lender Group as those that were applicable to therefinanced, renewed, or extended Indebtedness, and (f) the Indebtedness that is refinanced, renewed,or extended is not recourse to any Person that is liable on account of the Obligations other than thosePersons which were obligated with respect to the Indebtedness that was refmanced, renewed, orextended."Remedial Action" means all actions taken to (a) clean up, remove, remediate,contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor oroutdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materialsso they do not migrate or endanger or threaten to endanger public health or welfare or the indoor oroutdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any preremedialstudies, investigations, or post-remedial operation and maintenance activities, or (e) conductany other actions with respect to Hazardous Materials authorized by Environmental Laws."Renovation" means the redesign and renovation of the Hotel San Remo Casino andResort as a Hooters. Casino, Resort and Entertainment Center having and using the Hooters Brand andconcept. As part of the Renovation, the Hotel San Remo Casino and Resort shall be re-Chemed and renamed,shall include a Hooters Restaurant and may include such concepts as a Dan Marino TownTavern and Martini Bar."Renovation Contract" means that certain Standard Form of Agreement BetweenOwner and Contractor for the Renovation executed by the General Contractor and Parent, datedFebruary 25, 2005 (as amended, modified or supplemented from time to time in accordance with theAgreement)."Renovation Disbursement Account" has the meaning set forth in the Indenture."Renovation Documents" has the meaning specified therefor in the Cash Collateraland Disbursement Agreement"Replacement Lender" has the meaning specified therefor in Section 14.2(0."Report" has the meaning specified therefor in Section 15.] 7."Required Availability" means that the sum of (a) Excess Availability, plus(b) Qualified Cash exceeds $5,000,000."Required Lenders" means, at any time, Lenders whose aggregate Pro Rata Shares(calculated under clause (d) of the definition of Pro Rata Shares) equal or exceed 50.1%"Reserve Percentage" means, on any day, for any Lender, the maximum percentageprescribed by the Board of Governors of the Federal Reserve System (or any successor GovernmentalAuthority) for determining the reserve requirements (including any basic, supplemental, marginal, oremergency reserves) that are in effect on such date with respect to eurocurrency funding (currentlyreferred to as "eurocurrency liabilities") of that Lender, but so long as such Lender is not required ordirected under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero."Resort" means that certain resort hotel commonly known as the Hotel San RemoCasino and Resort (and, after the completion of the Renovation, the Hooters Casino, Resort andEntertainment Center) and located at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada, and allLA/1099296.723

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 52 of 80restaurants therein and other facilities, parking facilities, retail shops, land, equipment and relatedassets and real and personal property used or to be used in connection therewith."Revolver Commitment" means, with respect to each Lender, its RevolverCommitment, and, with respect to all Lenders, their Revolver Commitments, in each case as suchDollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, assuch amounts may be reduced or increased from time to time pursuant to assignments made inaccordance with the provisions of Section 13.1."Revolver Usage" means, as of any date of determination, the sum of (a) the amountof outstanding Advances, plus. (b) the amount of the Letter of Credit Usage."Risk Participation Liability" means, as to each Letter of Credit, all reimbursementobligations of Borrowers to the Issuing Lender with respect to an L/C Undertaking, consisting of(a) the amount available to be drawn or which may become available to be drawn, (b) all amounts thathave been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed byBorrowers, whether by the making of an Advance or otherwise, and (c) all accrued and unpaidinterest, fees, and expenses payable with respect thereto."SEC" means the United States Securities and Exchange Commission and anysuccessor thereto.Code)."Securities Account" means a "securities account" (as that term is defined in the"Security Agreement" means a security agreement, in ' form and substancesatisfactory to Agent, executed and delivered by Borrower to Agent"Senior Debt" means, as of any date of determination with respect to Parent and itsSubsidiaries, determined on a consolidated consisting basis, (i) all Obligations and (ii) withoutduplication, all Indebtedness consisting of Purchase Money Indebtedness, FF&E Financings orCapitalized Lease Obligations, in each case except to the extent expressly subordinated to theObligations pursuant to a subordination agreement in form and substance satisfactory to Agent."Senior Leverage Ratio" means, as of any date of determination with respect toParent and its Subsidiaries for the four quarter period then ending, the ratio of (i) Senior Debt on suchdate, to (ii) TTM EBITDA for such period."Senior Note Collateral Accounts" means the Senior Note Interest Reserve Accountand the Renovation Disbursement Account."Senior Note Documents" means, collectively, the Indenture, the Senior SecuredNotes, and the Collateral Agreements (as such term is defined in the Indenture)."Senior Note Interest Reserve Account" means the interest reserve account to bemaintained by the Disbursement Agent and pledged to the Trustee pursuant to the terms of the CashCollateral and Disbursement Agreement into which an amount, together with interest earned on suchamount, sufficient to pay the first two interest payments on the Notes will be deposited on the date ofthe Indenture.the Agreement"Senior Secured Note Issuers" has the meaning specified therefore in the recitals toLA/1099296.724

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 53 of 80"Senior Secured Notes" means the 8 3/4% Senior Secured Notes due 2012 issued byParent and Finance Corp pursuant to the Indenture."Settlement" has the meaning specified therefor in Section 2.3(e)(i)."Settlement Date" has the meaning specified therefor in Section 2.3(e)(i)."Solvent" means, with respect to any Person on a particular date, that, at fairvaluations, the sum of such Person's assets is greater than all of such Person's debts."Stock" means all shares, options, warrants, interests, participations, or otherequivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, includingcommon stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1of the General Rules and Regulations promulgated by the SEC under the Exchange Act)."Subordination Agreement" means a subordination and attornment agreement, inform and substance satisfactory to Agent, executed and delivered by Borrower and E&W to Agent."Subsidiary" of a Person means a corporation, partnership, limited liability company,or other entity in which that Person directly or indirectly owns or controls the shares of Stock havingordinary voting power to elect a majority of the board of directors (or appoint other comparablemanagers or members) of such corporation, partnership, limited liability company, or other entity."Swing Lender" means WFF or any other Lender that, at the request ofAdministrative Borrower and with the consent of Agent agrees, in such Lender's sole discretion, tobecome the Swing Lender under Section 2.3(d)."Swing Loan" has the meaning specified therefor in Section 2.3(b)."Tax Loss Benefit Amount" means with respect to any taxable year or portionthereof, the amount by which the Permitted Tax Distributions would be reduced were a net operatingloss or net capital loss from a prior taxable year of a Borrower ending subsequent to the Closing Datecarried forward to the applicable taxable year or portion thereof; provided, that for such purpose theamount of any such net operating loss or net capital loss shall be used only once and in each case theunused portion of such loss shall be carried forward to the next succeeding taxable year until so used.For purposes of calculating the Tax Loss Benefit Amount, the proportionate part of the items oftaxable income, gain, deduction, or loss (including capital gain or loss) of any Subsidiary that is aFlow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to theClosing Date shall be included in determining the amount of net operating loss or net capital loss ofsuch Borrower."Taxes" has the meaning specified therefor in Section l 5.11."Third JV Closing Date" means the "Third Closing Date" as defined in the JointVenture Agreement."Trademark Security Agreement" means a Trademark Security Agreement in theform of Exhibit D to the Security Agreement made by Borrowers in form and substance satisfactoryto Agent."Trustee" means The Bank of New York, in its capacity as trustee for the holders ofthe Senior Secured Notes.LA/1099296.725

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 54 of 80"TTM EBITDA" means, as of any determination, EBITDA of Borrowers and theirSubsidiaries for the 12 consecutive monthly periods most recently ended."Underlying Issuer" means a third Person which is the beneficiary of an L/CUndertaking and which has issued a letter of credit at the request of the Issuing Lender for the benefitof Borrowers."Underlying Letter of Credit" means a letter of credit that has been issued by anUnderlying Issuer."United States" means the United States of America."Voidable Transfer" has the meaning specified therefor in Section 16.6.association."Wells Fargo" means Wells Fargo Bank, National Association, a national banking"WFF" means Wells Fargo Foothill, Inc., a California corporation.LA/1099296.726

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 55 of 80Schedule 2.7(a)—Cash Management BanksWells Fargo Brokerage Services, LLC608 Second Avenue SouthMinneapolis, MN 55479City National Bank555 South Flower Street12th FloorLos Angeles, CA 90071CREDIT FACILITY - schedules to cult agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 56 of 80Schedule 3.1The obligation of each Lender to make its initial extension of credit provided for in the Agreement issubject to the fulfillment, to the satisfaction of Agent and each Lender (the making of such initial extension ofcredit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each ofthe following conditions precedent:(a) the Closing Date shall occur on or before March 29, 2005;(b) Agent shall have received a letter duly executed by each Borrower, EW CommonLLC, and Florida Hooters LLC authorizing Agent to file appropriate financing statements in such office oroffices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be createdby the Loan Documents;(c) Agent shall have received evidence that appropriate financing statements have beenduly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect theAgent's Liens in and to the Collateral, and Agent shall have .received searches reflecting the filing of all suchfinancing statements;(d) Agent shall have received each of the following documents, in form and substancesatisfactory to Agent, duly executed, and each such document shall be in full force and effect:(i)the Collateral Assignments;(ii) the Control Agreements, including, but not limited ,to, a Control Agreementwith E&W regarding the Cash Collateral Account,(iii) a disbursement letter executed and delivered by Borrowers to Agentregarding the extensions of credit to be made on the Closing Date, the form and substance of which issatisfactory to Agent,(iv)(v)(vi)(vii)(viii)(ix)(x)(xi)the E&W Guaranty,the Estoppel Certificate,the Fee Letter,the Intercompany Subordination Agreement,the Intercreditor Agreement,the Mortgages,the Parent Pledge Agreement,the Pledged Interests Control Agreement,(xii) a letter, in form and substance satisfactory to Agent, from CanpartnersRealty Holding Company IV LLC ("Existing Lender") to Agent respecting the amount necessary to repay infull all of the obligations of Borrowers and their Subsidiaries owing to Existing Lender and obtain a release ofall of the Liens existing in favor of Existing Lender in and to the assets of Borrowers and their Subsidiaries,together with termination statements and other documentation evidencing the termination by Existing Lenderof its Liens in and to the properties and assets of Borrowers and their Subsidiaries,LA/1099297.6

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 57 of 80(xiii)(xiv)the Security Agreement, andthe Subordination Agreement;(e) Agent shall have received a certificate from the appropriate manage and/or officer, asapplicable, of each Borrower (i) attesting to the resolutions of such Borrower's management board or board ofdirectors authorizing its execution, delivery, and performance of this Agreement and the other LoanDocuments to which such Borrower is a party, (ii) authorizing specific manager or officers, as applicable ofsuch Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such managers orspecific officers, as applicable, of such Borrower;(f) Agent shall have received copies of each Borrower's Governing Documents, asamended, modified, or supplemented to the Closing Date, certified by the appropriate manager and/or officer,as applicable, of such Borrower,(g) Agent shall have received a certificate of status with respect to each Borrower, datedwithin 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction oforganization of such Borrower, which certificate shall indicate that such Borrower is in good standing in suchjurisdiction;(h) Agent shall have received certificates of status with respect to each Borrower, eachdated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of thejurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be dulyqualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that suchBorrower is in good standing in such jurisdictions;(i) Agent shall have received a certificate from the appropriate manager and/or officer,as applicable, of each Parent Pledgor (i) attesting to the resolutions of such Parent Pledgor's managementboard or board of directors authorizing its execution, delivery, and performance of the Loan Documents towhich such Parent Pledgor is a party, (ii) authorizing specific managers or officers, as applicable of suchParent Pledgor to execute the same and (iii) attesting to the incumbency and signatures of such specificmanagers or officers, as applicable of Parent Pledgor;(j) Agent shall have received copies of each Parent Pledgor's Governing Documents, asamended, modified, or supplemented to the Closing Date, certified by the appropriate manager and/or officer,as applicable, of such Parent Pledgor;Agent shall have received a certificate of status with respect to each Parent Pledgor,dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of thejurisdiction of organization of such Parent Pledgor, which certificate shall indicate that such Parent Pledgor isin good standing in such jurisdiction;(1) Agent shall have received certificates of status with respect to each Parent Pledgor,each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of thejurisdictions (other than the jurisdiction of organization of such Parent Pledgor) in which its failure to be dulyqualified or licensed would constitute, a Material Adverse Change, which certificates shall indicate that suchParent Pledgor is in good standing in such jurisdictions;(m) Agent shall have received 'a certificate from the Assistant Secretary of E&W (i)attesting to the resolutions of E&W's Board of Directors authorizing its execution, delivery, and performanceof the Loan Documents to which E&W is a party, (ii) authorizing specific officers of E&W to execute thesame and (iii) attesting to the incumbency and signatures of such specific officers of E&W;LA/1099297.6

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 58 of 80(n) Agent shall have received copies of E&W's Governing Documents, as amended,modified, or supplemented to the Closing Date, certified by the Assistant Secretary of E&W;(o) Agent shall have received a certificate of status with respect to E&W, dated within10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction oforganization of E&W, which certificate shall indicate that E&W is in good standing in such jurisdiction;(p) Agent shall have received certificates of status with respect to E&W, each datedwithin 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions(other than the jurisdiction of organization of E&W) in which its failure to be duly qualified or licensed wouldconstitute a Material Adverse Change, which certificates shall indicate that E&W is in good standing in suchjurisdictions;(q) Agent shall have received a closing certificate from (i) Borrowers, (ii) GeneralContractor and (iii) Manager, each in form and substance satisfactory to Agent;(r) Agent shall have received a consent to collateral assignment of contract from (i)General Contractor, and (ii) Architect, each in form and substance satisfactory to Agent;(s) Agent shall have received a certificate of insurance, together with the endorsementsthereto, as are required by Section 5.8, the form and substance of which shall be satisfactory to Agent;(t) Agent shall have received an opinion of (i) Borrowers' Nevada and New Yorkcounsel, (ii) Borrowers' Nevada gaming counsel, and (iii) E&W's Nevada gaming counsel, each in form andsubstance satisfactory to Agent;(u) Agent shall have received evidence reasonably satisfactory to it that E&W has allnecessary Gaming Licenses and Liquor Licenses;(v) Agent shall have received evidence satisfactory to it that Borrowers shall havereceived cash proceeds from the Senior Secured Notes of not less than 5130,000,000;(w) Borrowers shall have the Required Availability after giving effect to the initialextensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrowers onthe Closing Date under this Agreement or the other Loan Documents;(x) Agent shall have completed its business, legal, and collateral due diligence, including(i) a collateral audit and review of Borrowers' and their Subsidiaries' books and records and verification ofBorrowers' representations and warranties to the Lender Group, the results of which shall be satisfactory toAgent, and (ii) an inspection of each of the locations where Borrowers' and their Subsidiaries' Inventory islocated, the results of which shall be satisfactory to Agent;(y) Agent shall have received completed reference checks with respect to Borrowers'senior management, the results of which are satisfactory to Agent in its sole discretion;(z) Agent shall have received a set of Projections of Borrowers for the 3 year periodfollowing the Closing Date (on a year by year basis, and for the I ye? period following the Closing Date, on amonth by month basis), in form and substance (including as to scope and underlying assumptions) satisfactoryto Agent;(aa) Borrowers shall have paid all Lender Group Expenses incurred in connection withthe transactions evidenced by this Agreement;LA/1099297.6

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 59 of 80(bb) Agent shall have received mortgagee title insurance policy (or marked commitmentto issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent ("Mortgage Policy") in amounts satisfactory to Agent assuring Agent that the Mortgage on such Real PropertyCollateral are valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clearof all defects and encumbrances except Permitted Liens, and the Mortgage Policy otherwise shall be in formand substance satisfactory to Agent;(cc) Agent shall have received a real estate survey with respect to each parcel composingthe Real Property Collateral; the surveyor retained for the survey, the scope of the survey, and the resultsthereof shall be acceptable to Agent;(dd) Agent shall have received copies of each of the Senior. Note Documents, CasinoLease, Hotel Lease, Joint Venture Agreement, License Agreements and the Material Renovation Documents,together with a certificate of the appropriate manager and/or officer of the Parent certifying (i) with respect tothose documents as to which the Parent or Borrowers are a party, each such document as being a true, correct,and complete copy thereof, and (ii) with respect to those documents as to which neither the Parent nor theBorrowers are a party, each such document as being, to the Parent's knowledge, a true, correct, and completecopy thereof;(ee) Borrowers and each of their Subsidiaries shall have received all licenses, approvalsor evidence of other actions required by any Governmental Authority in connection with the execution anddelivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of thetransactions contemplated thereby, other than any required approvals under the Gaming Laws (to be obtainedin connection with the Operator Licensing Event) for the continued effect of the pledge of the Stock of anyBorrower (from and after such Operator Licensing Event) as contemplated by the Security Agreement and theParent Pledge Agreement; and(ff) all other documents and legal matters in connection with the transactionscontemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form andsubstance satisfactory to Agent.LA/] 099297.6

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 60 of 80Schedule 3.3Financing Statements to be TerminatedEastern & Western Hotel Nevada Secretary Sumitomo Mitsui Banking Initial FilingCorporation of State Corporation 9618937(Initial Filing: Secured11/21/96Party Name was TheSumitomo Bank, LimitedEastern & Western Hotel Nevada Secretary Sumitomo Mitsui Banking in LieuCorporation of State Corporation 2001006063-29/19/014LA/1107372.1

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 61 of 80Schedule 4.5—Locations of Inventory and Equipment115 East Tropicana AvenueLas Vegas, NV 89109155 East Tropicana AvenueLas Vegas, NV 89109CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 62 of 80Schedule 4.7—States of Organization; Chief Executive Office(s); Organizational IdentificationNumbers; Commercial Tort Claims; Capitalization of Borrowers; Capitalization of Borrowers'Subsidiaries(a) and (c) States of Organization and Organizational Identification NumberOrganizationalBorrower State of Organization Identification Number155 East Tropicana, LLC Nevada LLC13428-2004155 East Tropicana Finance Corp. Nevada E0079092005-1(b)Chief Executive Offices155 East Tropicana AvenueLas Vegas, NV 89109(d) Commercial Tort ClaimsNone.CREDIT FACILITY - schedules to cruet agreement (8).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 63 of 80Schedule 4.7—States of Organization; Chief Executive Office(s); Organizational IdentificationNumbers; Commercial Tort Claims; Capitalization of Borrowers; Capitalization of Borrowers'Subsidiaries(a) and (c) States of Organization and Organizational Identification NumberOrganizationalBorrower State of Organization Identification Number155 East Tropicana, LLC Nevada LLC13428-2004155 . East Tropicana Finance Corp. Nevada E0079092005-1(b)Chief Executive Offices155 East Tropicana AvenueLas Vegas, NV 89109(d) Commercial Tort ClaimsNone.GRUNT FACIUTY schedules ro credit agreement (6) DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 64 of 80Schedule 4.7—States of Organization; Chief Executive Office(s); Organizational IdentificationNumbers; Commercial Tort Claims; Capitalization of Borrowers; Capitalization of Borrowers'Subsidiaries(a) and (c) States of Organization and Organizational Identification NumberOrganizationalBorrower State of Organization Identification Number155 East Tropicana, LLC Nevada LLC 13428-2004155 East Tropicana Finance Corp. Nevada E0079092005-1(b)Chief Executive Offices155 East Tropicana AvenueLas Vegas, NV 89109(d) Commercial Tort ClaimsNone.CREDIT FACILITY-schedules to ore& agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 65 of 80Schedule 4.7—States of Organization; Chief Executive Office(s); Organizational IdentificationNumbers; Commercial Tort Claims; Capitalization of Borrowers; Capitalization of Borrowers'Subsidiaries(a) and (c) States of Organization and Organizational Identification NumberOrganizationalBorrower State of Organization Identification Number155 East Tropicana, LLC Nevada LLC13428-2004155 East Tropicana Finance Corp. Nevada E0079092005-1(b)Chief Executive Offices155 East Tropicana AvenueLas Vegas, NV 89109(d) Commercial Tort ClaimsNone.CREDIT FACILITY - schedules to Great Kreament (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 66 of 80Schedule 4.8—Due Organization and Qualification(b)Authorized and Outstanding capital Stock and Rights to Acquire Shares/InterestsNumber of Rights toAuthorized Shares/Interests AcquireBorrower capital Stock Class Outstanding Shares/Interests155 East Tropicana, LLC - 100 Membership 100 NoneInterests155 East Tropicana Finance Corp. 100 Common 100 None(c)SubsidiariesBorrower Subsidiaries Nature of Ownership155 East Tropicana, LLC 155 East Tropicana Finance Corp. Direct155 East Tropicana Finance Corp. None NoneCREW FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 67 of 80Schedule 4.8—Due Organization and Qualification(b)Authorized and Outstanding capital Stock and Rights to Acquire Shares/InterestsNumber of Rights toAuthorized Shares/Interests AcquireBorrower capital Stock Class Outstanding Shares/Interests155 East Tropicana, LLC 100 Membership 100 NoneInterests155 East Tropicana Finance Corp. 100 Common 100 None(c)SubsidiariesBorrower Subsidiaries Nature of Ownership155 East Tropicana, LLC 155 East Tropicana Finance Corp. Direct155 East Tropicana Finance Corp. None NoneCREDIT FACILITY - schedules la credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 68 of 80Schedule 4.10—LitigationComplaint Filed Case NumberParties12/27/2004 04-A-49671-C 155 East Tropicana, LLC, Plaintiff vs. Neal Gaskin dba GaskinArchitectural Group, Defendant09/27/2004 04-A-492691 Susan Knox, Plaintiff vs. 155 East Tropicana, LLC, a Nevadalimited-liability Company; Eastern & Western Hotel, Corp., aNevada corporation, individually and d/b/a Hotel San RemoCasino & Resort; does I through X, inclusive; and RoeCorporations, I through X, inclusive, Defendants[plaintiff claims in excess, of $10,000 in general damages, inexcess of $10,000 in special damages--$10,000; and reasonableattorney fees and costs of suit]** Company maintains insurance coverage whereby it has no deductible and there is a $1.0 million limit onliability for each occurrence.CREDIT FACILITY - seheauIes b enedtt agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 69 of 80Schedule 4.14—Environmental MattersA Phase I Environmental Assessment of the subject site at 115 East Tropicana Avenue, Las Vegas,Nevada has revealed no evidence of recognized environmental conditions in connection with the subjectsite. The assessment did, however, indicate the following potentially hazardous materials:Potentially Hazardous Materials: The drums of diesel fuel should be stored in such a manner as tocontain potential leaks, spills or other discharges. Proper storage could also include container integrity,secondary containment capacity of 10% of the total volume or the largest container, whichever is greater.To reduce the potential for accidental spills, assessor recommended that the 55-gallon drums containingdiesel fuel be equipped with secondary containment structures/devices.Other Issues• Asbestos Containine Materials: The Asbestos Containing Materials (as defined by federalregulations) include: acoustical ceiling surfacing, floor tile mastic, the joint compound layerof the sheetrock wall system, and roofing tar. The acoustical ceiling surfacing was noted asfriable and was found to be in good condition. The floor tile mastic, the joint compound layerof the sheetrock wall system, and roofmg tar were noted as nonfriable and were found to bein good condition.CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 70 of 80Schedule 4.15—Intellectual PropertyAmended and Restated Assignment Agreement by and between 155 East Tropicana, LLC andFlorida Hooters, LLC dated March 9, 2005. 155 East Tropicana, LLC has entered into an assignmentagreement with Florida Hooters LLC which grants 155 East Tropicana, LLC the right to use certainintellectual property in connection with the operation of a Hooters Casino Hotel. The intellectualproperty covered by this agreement is described as follows:• Hooters Trademark. 155 East Tropicana, LLC has an exclusive license to use the Hootersbrand in connection with gaming, casino or combined hotel, gaming and casino operationssolely at the property located at 155 East Tropicana Avenue, Las Vegas, Nevada.• Hooters Restaurant Concept. Pursuant to a consent from Las Vegas Wings, Inc., 155 EastTropicana, LLC has the right to use the Hooters restaurant concept at the hotel casino locatedat 155 East Tropicana Avenue, Las Vegas, Nevada. The consent permits worldwidepromotion, marketing and advertising of the hotel casino (located at 155 East TropicanaAvenue, Las Vegas, Nevada) and its services.Amended and Restated License A reement b and between 155 East Tro ican LLC and LaVentures, Inc. dated March 9, 2005. 155 East Tropicana, LLC has an exclusive license to use certainintellectual property to operate and promote restaurants, taverns, lounges and bars using the marks "DanMarino's Fine Food & Spirits" and "Martini Bar," which is operated in conjunction with Dan Marino'sFine Food & Spirits, at the hotel casino (located at 155 East Tropicana Avenue, Las Vegas, Nevada).Trademark License Agreement by and between Pete & Shorty's, Inc. and 155 East Tropicana, LLCdated March 11, 2005. Pete & Shorty's, Inc has granted to 155 East Tropicana, LLC a nonexclusive,royalty-free license to use the Pete & Shorty's mark in connection with a restaurant, bar and lounge at theHooters Casino Hotel (to be located at 155 East Tropicana Avenue, Las Vegas, Nevada). Pursuant to thelicense agreement, 155 East Tropicana, LLC can also use the mark in connection with affiliatedmerchandise, entertainment and casino services. However, Pete & Shorty's, Inc. has maintained the rightto obtain federal and/or state registrations for any and all additional services, other than restaurant, barand cocktail lounge services, which will be provided at the Hooters Casino Hotel (to be located at 155East Tropicana Avenue, Las Vegas, Nevada).155 East Tropicana, LLC has filed the following Intent-To-Use Applications with the UnitedStates Trademark Office:MarkClass Serial NumberNippers 43 78/549,527Restaurant, bar andcocktail loungeservicesThe Bait Shop 43 78/569,441Restaurant, bar andcocktail loungeservicesThe Bait Shop 35 . 78/569,446CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 71 of 80MarkOwl's NestClass Serial NumberRetail store services43 78/569,436Restaurant, bar andcocktail loungeservicesDomain Namesin use:The following domain names have been reserved by 155 East Tropicana, LLC and are currently• www.hooterscasinohotel.com• www.hootershotelcasino.com• www.hooterslasvegas.com• www.hooterslv.comThe following domain names have been reserved by 155 East Tropicana, LLC and are notcurrently in use, but such reservations will expire on August 2, 2005, unless otherwise indicated:• www.hooterscasinolasvegas.com• www.hooterscasinolv.com• www.hootershotelcasinolasvegas.com• www.hootershotelcasinolv.com• www.hootershotellasvegas.com• www.hootershotellv.com• www.hooterslasvegascasino.com• www.hootersresortcasino.com• www.lasvegashooters.com• www.lasvegashooterscasino.com• www.lasvegashootershotel.com• www.playhooters.com•• www.vegashooters.com• www.hootersresort.com (September 17, 2005)CREW FACILITY - schedules to crock agreement (B).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 72 of 80Schedule 4.17—Deposit Accounts and Securities Accounts155 East Tropicana, LLC currently has accounts at the following banks.City National Bank555 South Flower Street12th FloorLos Angeles, CA 90071Account NameAccount NumberCash Collateral 210-065-113Debt Service 210-065-121Operating Cash Flow 210-065-148Tax/Insurance 210-065-156Borrower Operating Account 210-065-164Wells Fargo Brokerage Services, LLCAccount Name Account Number155 East Tropicana, LLC 11552783The Bank of New YorkAccount NameAccount NumberRenovation Disbursement 171098Interest Reserve 171097CREDIT FACUTY - schedules to ascii agreement (6).DOCSCHEDULES TO. CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 73 of 80Schedule 4.19—Permitted IndebtednessNone.CREW FACILITY - schedules to creditEgreernent (6).00CSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 74 of 80Schedule 4.20—Licenses, Permits, and Consents155 East Tropicana, LLCNevada State Business License No. 993718530 issued by the Nevada Department of Taxation to 155East Tropicana, LLC, subject to renewal by 6/1/05.Approval by the Clark County Commission (reference UC-1658-97) for (i) use permits for the following(a) renovation and explanation of an existing resort hotel (San Remo) with accessory uses; (b) outdoordining; (c) live entertainment and deviations to development standards; (ii) deviations for the following(a) alternative landscaping, (b) reduce parking; (c) reduce parking during construction; and (d) all otherdeviations as depicted per plans on file; and (iii) design review for the redesign and expansion of anexisting resort hotel and casino on 7.0 acres in an H-1 (Limited Resort and Apartment) Zone. Generallylocated on the south side of Tropicana Avenue and the west side of Duke Ellington Way within Paradise.Eastern & Western (in connection with operation of the Business)Gaming LicenseNon-Restricted Gaming License No.02807-08 issued by the Nevada Gaming Commission to Eastern &Western Hotel Corporation d/b/a Hotel San Remo, Las Vegas, Casino and Resort.Local Business Permit/LicenseBusiness Permit No. 1000084-866 issued by Clark County to Hotel San Remo Casino & Resort forlocation at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Amusement Machines),subject to renewal by 4/30/05.Business Permit No. 1002074-930 issued by Clark County to Hotel San Remo Casino & Resort forlocation at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Tobacco Permit), subject torenewal by 10/31/05.Business License No. 1000084-700-101 issued by Clark County to Hotel San Remo Casino & Resort forlocation at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Restaurant — Category 1resort (seating for 50 or more), subject to renewal by 3/31/05.Business License No. 1000084-LIQ-101 930 issued by Clark County to Hotel San Remo Casino & Resortfor location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Liquor), subject torenewal by 3/31/05.Business License No. 1000020-245 930 issued by Clark County to Hotel San Remo Casino & Resort forlocation at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Convention Pavilion), subjectto renewal by 12/31/05.Business License No. 1000084-CON-101 930 issued by Clark County to Hotel San Remo Casino &Resort for location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: ConventionAuthority Gaming), subject to renewal by 3/31/05.Business License No. 1000084-GEN-102 930 issued by Clark County to Hotel San Remo Casino &Resort for location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: General Gaming),subject to renewal by 3/31/05, subject to renewal by 3/31/05.CREDIT FACILITY - schedules lo credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 75 of 80Business License No. 1000084-GAM-101 930 issued by Clark County to Hotel San Remo Casino &Resort for location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Gaming—ResortHotel), subject to renewal by 3/31/05.Business License No. 1000101-430 930 issued by Clark County to Hotel San Remo Casino & Resort for ,location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Transient LodgingEstablishment), subject to renewal by 7/31/05.Business License No. 1000084-431-101 issued by 930 issued by Clark County to Hotel San Remo Casino& Resort for location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: TransientLodging—Miscellaneous Resort), subject to renewal by 7/31/05.Business License No. 1002074-405-101 930 issued by Clark County to Hotel San Remo Casino & Resortfor location at 115 E. Tropicana Ave., Las Vegas, NV 89109 (Type of License: Gift/Novelty Resort),subject to renewal by 7/31/05.Waste Management AuditAccount Number G3444-XXX-01 issued by Clark County Health District to Hotel San Remo at 115 EastTropicana Avenue, Las Vegas, NV 89101, subject to renewal by 12/31/05.Health PermitsPermit number 07390-3H2-00 issued by Clark County Health District to Eastern & Western Hotel. Corp.as owner and Hotel San Remo as permittee for hotel establishment, subject to renewal by 6/30/05.Permit number 07390-3112-01 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for restaurant establishment, subject to renewal by 6/30/05.Permit number 07390-3112-02 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for drinking establishment, subject to renewal by 6/30/05.Permit number 07390-3112-03 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for swim pool-living un establishment, subject to renewal by6/30/05.Permit number 07390-3H2-04 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for buffet establishment, subject to renewal by 6/30/05.Permit number 07390-3H2-05 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for service bar establishment, subject to renewal by 6/30/05.Permit number 07390-3H2-06 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for restaurant establishment, subject to renewal by 6/30/05.Permit number 07390-3H2-07 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for restaurant/take-out establishment, subject to renewal by6/30/05.CREDIT FACILITY - schedules to credit agreement (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 76 of 80Permit number 07390-3H2-08 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for restaurant establishment, subject to renewal by 6/30/05.Permit number 07390-3H2-12 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for drinking establishment, subject to renewal by 6/30/05.Permit number 07390-3H2-13 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for packaged liquor (gift shop liquor), subject to renewal by6/30/05.Permit number 07390-3H2-14 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for buffet, subject to renewal by 6/30/05.Permit number 07390-3H2-15 issued by Clark County Health District to Eastern & Western Hotel Corp.as owner and Hotel San Remo as permittee for main kitchen, subject to renewal by 6/30/05.Permit number 07390-3H2-16 issued by Clark County Health District to Eastern & Western Hotel Corp.for dry storage, subject to renewal by 6/30/05.CREDIT FACILITY - schedules to cr ecel element (6).DOCSCHEDULES TO CREDIT AGREEMENT

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 77 of 80Schedule 5.2Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documentsset forth below at the following times in form satisfactory to Agent:Monthly (within (a) a detailed report including (i) cage-cash on hand as of the end of the reporting period; (ii)30 days of each "handle revenues" and "win revenues"; (iii) the number of gaming devices of Borrowers ofmonth, with a 45 each type in operation; (iv) the average net win per gaming device unit per day of each type ofday grace period gaming type of Borrowers in operation; (v) comparisons of such results for the period coveredat quarter end and in such report with the corresponding results for such prior periods as Agent may reasonably60 day grace request; and (vi) such other information relative to gaming operations as Agent may reasonablyperiod at fiscal request, and •year endregarding (b) a detailed calculation of the Borrowing Base, including a schedule of EMMA for thereporting item preceding twelve (12) month period having ended on the last day of such month, accompanied(c))by such reporting detail and documentation as may be requested by Agent.Quarterly (within30 days ofquarter end)(c) a quarterly roll-forward of a detailed debt schedule. '(d) a report regarding Parent's and its Subsidiaries' accrued, but unpaid, ad valorem taxes,(e) a detailed report regarding Borrowers' and their Subsidiaries' cash and Cash Equivalents,including an indication of which amounts constitute Qualified Cash, and(f) the minimum bankroll requirement worksheet in accordance with Nevada GamingCommission Regulation 6.150 (Minimum Bankroll Requirements for Nonrestricted Licensees)and the Nevada Gaming Control Board's memorandum regarding Regulation 6.150 for the lastday of such fiscal quarter of the Borrowers.Within 5 daysafter anyoccurrence (orknowledgethereof by anyBorrower orOperator)Upon request byAgent(g) copies of each report in respect of (x) any Borrower's and E&W's business issued by aNevada Gaming Authority (including any 'Exception Report' or other audit finding issued byany Nevada Gaming Authority in respect of any audit of any Borrower performed by suchNevada Gaming Authority) or made by a Borrower to any Nevada Gaming Authority, and (y)any Borrower's failure at any time to maintain the minimum bankroll in accordance withNevada Gaming Commission Regulation 6.150 (Minimum Bankroll Requirements forNonrestricted Licensees) and the Nevada Gaming Control Board's memorandum regardingRegulation 6.150.(h) a summary aging, by vendor, of Borrowers' accounts payable and any book overdraft andan aging, by vendor, of any held checks,(i) such other reports as to the Collateral or the financial condition of the Borrowers as Agentmay request from time to time.LAII 100192.4

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 78 of 80Schedule 5.3Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other itemsset forth set forth below at the following times in form satisfactory to Agent:as soon as available, but (a) an unaudited consolidated and consolidating balance sheet, income statement,in any event within 30 and statement of cash flow covering Borrowers' operations during such period,days (45 days in the caseof a month that is the end (b) a Compliance Certificate signed by the chief financial officer ofof the Borrowers' fiscal Administrative Borrower,quarters) after the end ofeach month during each (c) a certificate signed by the chief financial officer of Administrative Borrowerof Parent's fiscal years certifying that Borrowers and Guarantors have timely filed all tax returns required. to be filed by Borrowers and Guarantors, and have timely paid all taxes onBorrowers and Guarantors and their respective properties, assets, income, andfranchises (including Real Property taxes, gaming taxes, and payroll taxes), otherthan any such taxes that are the subject of a Permitted Protest; and(d) a certificate signed by the chief financial officer of Administrative Borrowercertifying (or inclusion in the monthly reporting pursuant to (a) above a reportsetting forth) the total number of rooms, number of available rooms, Revenue PerAvailable Room (RevPAR) for the current month and a comparison to the sameperiod prior year, and the monthly occupancy rate of the Business.as soon as available, butin any event within 45days after the end of eachfiscal quarter(e) to the extent not otherwise included and separately itemized in the financialreports to be provided above (as determined by Agent in its Permitted Discretion),a capital expense disbursement report, and a comparison of the budgeted incomeand expenses and the actual income and expenses for such month and year to dateas of the last day of each quarter, including explanations of material variances.' .as soon as available, but (f) consolidated and consolidating financial statements of Borrowers and theirin any event within 90 Subsidiaries for each such fiscal year, audited by independent certified publicdays after the end of each accountants reasonably acceptable to Agent and certified, without anyof Borrowers' fiscal years qualifications, by such accountants to have been prepared in accordance withGAAP (such audited financial statements to include a balance sheet, incomestatement, and statement of cash flow and, if prepared, such accountants' letter tomanagement),(g) a certificate of such accountants addressed to Agent stating that suchaccountants do not have knowledge of the existence of any Default or Event ofDefault under Section 7.20; and(h) a Compliance Certificate signed by the chief financial officer of Borrowers.as soon as available, but(1) copies of Borrowers' Projections, in form and substance (including as toLA/I 100196.4

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 79 of 80in any event within 30days prior to the start ofBorrowers' fiscal yearsscope and underlying assumptions) satisfactory to Agent, in its PermittedDiscretion, for the forthcoming 3 years, year by year, and for the forthcomingfiscal year, month by month, certified by the chief financial officer as being suchofficer's good faith estimate of the financial performance Borrowers during theperiod covered thereby, and(j) cause each Guarantor (other than E&W) to deliver its annual financialstatements at the time when Borrowers provides its audited financial statements toAgent, but only to the extent such Guarantor's financial statements are notconsolidated with Borrowers' financial statements, and, if such Guarantor isrequired to file federal income tax returns, copies of all federal income tax returnsas soon as the same are available and in any event no later than 30 days after thesame are required to be filed by law.if and when filed by (k) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-KParentcurrent reports,(I) any other filings made by Parent with the SEC,(m) copies of all operating and capital budgets, and all other budgets, summaries. of sources and uses of funds, projections, and financial information prepared byor on behalf of any Borrower promptly upon the preparation and delivery thereofby the chief financial officer of such Borrower to any third party, but in any eventoperating and capital budgets shall be delivered to Agent no less frequently thanannually,(n) copies of each of the Borrowers' future federal income tax returns, and anyamendments thereto, within 30 days of the filing thereof with the InternalRevenue Service, and(o) any other information that is provided by Borrowers to its shareholdersgenerally.if and when filed byBorrowers and asrequested by Agent(p) satisfactory evidence of payment of applicable excise taxes in eachjurisdictions in which (i) such Borrowers conduct business or is required to payany such excise tax, (ii) where such Borrowers' failure to pay any such applicableexcise tax would result in a Lien on the property or assets of such Borrowers, or(iii) where such Borrowers' failure to pay any such applicable excise taxreasonably could be expected to result in a Material Adverse Change.as soon as a Borrower hasknowledge thereof(q) notice of any proposed legislation or administrative action specificallyaffecting the Borrowers' or Guarantors' gaming activities introduced before anyGovernmental Authority.as soon as a Borrower hasLA/1100196.4-2-

Case 11-22216-bam Doc 16-6 Entered 08/01/11 18:20:48 Page 80 of 80knowledge thereof, but inany event bi-annually(r) a detailed report regarding the leasing of any portion of the Casino or RealProperty, including (i) if a Borrower is the lessee, the name of the lessor, theamount and type of equipment leased, the rental rate, and the lease term, and(ii) if a Borrower is the lessor, the name of the lessee, the amount of spaceleased, the rental rate, the lease term and the proposed use for the space.promptly, but in any eventwithin 5 days after aBorrower has knowledgeof any event or conditionthat constitutes a Defaultor an Event of Default(s) notice of such event or condition and a statement of the curative action thatBorrowers propose to take with respect thereto..promptly after thecommencement thereof,but in any event within 5days after the service ofprocess with respectthereto on any Borroweror any Subsidiary of anBorrower(t) notice of all actions, suits, or proceedings brought by or against Parent or anySubsidiary of Parent before any Governmental Authority which reasonably couldbe expected to result in a Material Adverse Change.•.upon the request of Agent(u) any other information reasonably requested relating to the financial conditionof Parent or its Subsidiaries.)00196.4-3-

Case 11-22216-bam Doc 16-7 Entered 08/01/11 18:20:48 Page 1 of 4EXHIBIT 7

Case 11-22216-bam Doc 16-7 Entered 08/01/11 18:20:48 Page 2 of 42011/01/06 10:40:06 /4CANPARTNERS REALTY HOLDING COMPANY IV LLC2000 Avenue of the Stars, 11 th FloorLos Angeles, California 90067January 6, 2011VIA FACSIMILE AND OVERNIGHT COURIER155 EAST TROPICANA, LLC115 East Tropicana AvenueLas Vegas, NV 89109Attn.: Michael HesslingFax No.: (702) 739-7783155 EAST TROPICANA FINANCE CORP.115 East Tropicana AvenueLas Vegas, NV 89109Attn.: Michael HasslingFax No.: (702) 739-7783GORDON SILVER3960 Howard Hughes ParkwayNinth FloorLas Vegas, NV 89169-5978Attn.: Gerald M. GordonFax No.: (702) 369-2666EW COMMON LLC115 East Tropicana AvenueLas Vegas, NV 89109Attn.: Michael HasslingFax No.: (702) 739-7783FLORIDA HOOTERS LLC115 East Tropicana AvenueLas Vegas, NV 89109Attn.: Michael HesslingFax No.: (702) 739-7783Re: NOTICE OF ACCELERATION AND RESERVATION OF RIGHTS1...adies and Gentlemen:Reference is hereby made to that certain Credit Agreement, dated as of March 29,2005, as amended by that certain Amendment Number One to Credit Agreement, dated as ofJanuary 30, 2006, as further amended by that certain Amendment Number Two to CreditAgreement dated as of June 2, 2006, as further amended by that certain Amendment Number Threeto Credit Agreement dated as or December 15, 2006, and as further amended , by that certainAmendment Number ,Four to Credit Agreement dated as of August 13, 2008 (as may be furtheramended, restated, supplemented, or otherwise modified from time to time, the "CreditAgreement") among 155 East Tropicana, LLC, a Nevada limited liability company ("Parent") and155 East Tropicana Finance Corp., a Nevada corporation ("Subsidiary", collectively with Parent,the "Borrower"), the lenders signatory thereto (the "Original Lender), and Wells Fargo CapitalFinance, Inc., a California corporation (formerly known as Wells Fargo Foothill, Inc., a Californiacorporation), as the arranger and administrative agent for the Original Lenders ("Original Agent").On December 17, 2010, each of Original Lenders and Original Agent assigned and transferred theirrespective benefits and obligations under the Credit Agreement and the other Loan Documents toLAI 1941$60iv.2

Case 11-22216-bam Doc 16-7 Entered 08/01/11 18:20:48 Page 3 of 42011/01/06 10:40:06 3 /4155 East Tropicana LLC / 155 East Tropicana Finance Corp.January 6, 2011Page 2 of 2Canpartners Realty Holding Company IV LLC, a Delaware limited liability company ("Lender"),which assignment and transfer was accepted by Lender. Capitalized terms used herein but notspecifically defined herein shall have the meanings ascribed to them in the Credit Agreement.On April 7, 2009, Original Agent on behalf of Original Lenders issued to Borrowerthat certain Notice of Default and Reservation of Rights (the "Initial Notice"), as such notice wassupplemented by that certain Notice of Default, Imposition of Default Rate of Interest, andReservation of Rights issued to Borrower on April 29, 2009, by Original Agent on behalf ofOriginal Lenders (the "April_Notice"), as such notice as further supplemented by that certain Noticeof Default and Reservation of Rights Letter, issued to Borrower on June 11, 2009, by OriginalAgent on behalf of Original Lenders (the "June Notice"), as such notice was further supplementedby that certain Notice of Default, Imposition of Default Rate of Interest, and Reservation of RightsLetter, issued to Borrower on December 11, 2009, by Original Agent on behalf of Original Lenders(the "December Notice", collectively with the Initial Notice, the April Notice, and the June Note,the "Qriainal Default Notice"). Because the Events of Default set forth in the Original DefaultI, 4. • 4 I .1 f • e ec ion • n o e re it greemenLender hereby declares all of the Obligations immediately due and payable to Lender. Furthermore,in accordance with Sections 8.1 and 8.2 of the Credit Agreement, Lender may immediatelycommence and prosecute any enforcement action available under the Credit Agreement and theother Loan Documents. Further, Lender retains all other rights and remedies available under theCredit Agreement, the other Loan Documents, and applicable law, including, without limitation, thecontinued accrual of interest of all Obli gations at the interest rate provided in Section 2.6,..(e) of theCredit Agreement.This letter is delivered under reservation of rights and remedies and shall notconstitute a waiver by Lender of any default or Event of Default that may now or hereafter exist oroccur under the Loan Agreement, the Guaranty or the other Loan Documents.Please call the undersigned should you have any questions regarding this notice.CANPARTNERS REALTY HOLDING COMPANY IV LLC,a Delaware limited liability companyBy: Canyon Capital Realty Advisors LLC,a Delaware limited liability company,memberName: K. Robert TurnerIts: Managing PartnerLA I I9411601v 2

Case 11-22216-bam Doc 16-7 Entered 08/01/11 18:20:48 Page 4 of 42011/01/06 10:40:06 4155 East Tropicana LLC / 155 East Tropicana Finance Corp.January 6, 2011Page 2 of 2cc: Via Facsimile and Overnight Courier.Kummer Kaempfer Bonner & Renshaw3800 Howard Hughes ParkwaySeventh FloorLas Vegas, Nevada 89109Attn.: Michael Bonner, Esq.Fax No.: (702) 796-7181Via Facsimile and Overnight CourierGreenberg Traurig, LLPSuite 400 North3773 Howard Hughes ParkwayLas Vegas, Nevada 89169Fax No.: (702) 792-9002Via Facsimile and Overnight CourierU.S. Bank National AssociationCorporate Trust Services60 Livingston AvenueSt. Paul, MN 55107-2292Attention: Timothy .SandellVice PresidentFax No.: (651) 495-8100Via Facsimile and Overnight CourierPatrick J. McLaughlin, Esq.Dorsey & Whitney LLP50 South Sixth Street, Suite 1500Minneapolis, Minnesota 55402-1498LA 11948601 v.2

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 1 of 63EXHIBIT 8

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 2 of 63Execution VersionSECURITY AGREEMENTThis SECURITY AGREEMENT (this "Agreement") is made this 29th day of March, 2005, amongGrantors listed on the signature pages hereof and those additional entities that hereafter become parties heretoby executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally,"Grantors" and each individually "Grantor"), and WELLS FARGO FOOTHILL, INC., in its capacity asadministrative agent for the Lender Group and the Bank Product Provider (together with its successors,"Agent").WITNES SETH:WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated,supplemented or otherwise modified from time to time, including all schedules thereto, the "CreditAgreement") among 155 East Tropicana, LLC, a Nevada limited liability company ("Parent"), and each ofParent's Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent, arereferred to hereinafter each individually as a "Borrower", and individually and collectively, jointly andseverally, as the "Borrowers"), the lenders party thereto as "Lenders" ("Lenders"), and Agent, the LenderGroup is willing to make certain financial accommodations available to Borrowers from time to time pursuantto the terms and conditions thereof,WHEREAS, Parent and 155 East Tropicana Finance Corp. ("Finance Corp", and together with Parentcollectively, the "Senior Secured Note Issuers"), and The Bank of New York Trust Company, N.A., as trustee(the "Trustee") have entered into that certain Senior Secured Note Indenture pursuant to which, inter alia, theSenior Secured Note Issuers will issue certain Senior Secured Notes which are secured by a continuingsecurity interest in certain assets of the Senior Secured Note Issuers,WHEREAS, one of the conditions of the Credit Agreement is that the security interest in theCollateral (as defined below) under the Loan Documents (as defined below) be senior in priority to the securityinterest in the Collateral under the Senior Secured Note Documents (as defined below) in the manner and tothe extent provided for in the Intercreditor Agreement (as defined below),WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the BankProduct Provider in connection with the transactions contemplated by this Agreement, andWHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the otherLoan Documents and to induce the Lender Group to make financial accommodations to Borrowers as providedfor in the Credit Agreement, Grantors have agreed to grant a continuing security interest in and to theCollateral in order to secure the prompt and complete payment, observance and performance of, among otherthings, (a) the obligations of Grantors arising from this Agreement, the Credit Agreement, and the other LoanDocuments, including, without limitation, under any Guaranty to which any such Grantor is a party, (b) allBank Product Obligations, and (c) all Obligations of Borrowers (including, without limitation, any interest,fees or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed orallowable in whole or in part as a claim in any Insolvency Proceeding), plus reasonable attorneys fees andexpenses if the obligations represented thereunder are collected by law, through an attorney-at-law, or underadvice therefrom (clauses (a), (b), and (c) being hereinafter referred to as the "Secured Obligations"), by thegranting of the security interests contemplated by this Agreement,LA/I10103B.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 3 of 63NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuableconsideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties heretoagree as follows:1. Defined Terms. All capitalized terms used herein (including, without limitation, in thepreamble and recitals hereof) without definition shall have the meanings ascribed thereto in the CreditAgreement. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, thefollowing terms shall have the following meanings:(a)(b)"Agent" has the meaning specified therefor in the preamble to this Agreement."Agreement" has the meaning specified therefor in the preamble to this Agreement.(c) "Borrower" and "Borrowers" have the respective meanings specified therefor in therecitals to the Agreement.(d) "Casino Bankroll" means only the amount of cash or Cash Equivalents required bythe provisions of Section 6.150 of the Regulations of the NGC to satisfy the Casino minimum bankrollrequirements, mandatory game security reserves, allowances for redemption of casino chips and tokens, orpayment of winning wagers to gaming patrons, or as otherwise may be required by the Gaming Laws or adirective of the Chairman of the NGCB.(e)"CFC" means a controlled foreign corporation (as that term is defined in the IRC).(f) "Code" means the New York Uniform Commercial Code, as in effect from time totime; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of theattachment, perfection, priority, or remedies with respect to Agent's Lien on any Collateral is governed by theUniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term"Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely forpurposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.(g) "Collateral" has the meaning specified therefor in Section 2.(h)"Commercial Tort Claim" has the meaning specified therefor in Section 2(k).(i) "Copyrights" means copyrights and copyright registrations, including, withoutlimitation, the copyright registrations and recordings thereof and all applications in connection therewith listedon Schedule 1 attached hereto and made a part hereof, and (i) all reissues, continuations, extensions orrenewals thereof; (ii) all income, royalties, damages and payments now and hereafter due and/or payable underand with respect thereto, including, without limitation, payments under all licenses entered into in connectiontherewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to suefor past, present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor's businesssymbolized by the foregoing and connected therewith, and (v) all of each Grantor's rights correspondingthereto throughout the world.(j) "Copyright Security Agreement" means each Copyright Security Agreement amongGrantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank Product Provider, insubstantially the form of Exhibit A attached hereto, pursuant to which Grantors have granted to Agent, for thebenefit of the Lender Group and the Bank Product Provider, a security interest in all their respectiveCopyrights.Agreement.(k)"Credit Agreement" has the meaning specified therefor in the recitals to thisLA/1101038A 2

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 4 of 63( 1) "Excluded Assets" means (i) assets securing FF&E Financing, Purchase MoneyIndebtedness, or Capitalized Lease Obligations permitted to be incurred under the definition of PermittedIndebtedness and Permitted Liens in the Credit Agreement, (iii) leasehold estates in real property existing onthe Closing Date and any additional leasehold estates in real property acquired by the Grantors or theirSubsidiaries after the Closing Date, unless the Agent, in its Permitted Discretion, requests that the Grantorsprovide Agent with a Lien upon and security interest in such leasehold estate, and immediately thereupon,Grantors shall be deemed to have granted as security interest in such leasehold estate and such leasehold estateshall cease to constitute Excluded Assets (iii) the Casino Bankroll, (iv) Senior Note Interest Reserve Account,(v) any Investment Related Property of any Grantor constituting Stock of such Grantor's Subsidiaries that areCFCs, solely to the extent that such Investment Related Property is in excess of 65% of the voting power of theStock of such CFC, and (iv) any leases, permits, licenses (including Gaming Licenses) or other contracts oragreements or other assets or property to the extent that a grant of a Lien thereon (x) is prohibited by law orwould constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest ofthe grantor therein pursuant to the applicable law, or (y) would require the consent of third parties and suchconsent has not been obtained after Grantors have used commercially reasonable efforts to try to obtain suchconsent, or (z) other than as a result of requiring a consent of third parties that has not been obtained, wouldresult in a breach of the provisions thereof, or constitute a default under or result in a termination of, suchlease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would berendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code (or anysuccessor provision or provisions) of any relevant jurisdiction or any other applicable law); provided, that,immediately upon the uneffectiveness, lapse or termination of such prohibition, the provisions that would be sobreached or such breach, default or termination or immediately upon the obtaining of any such consent, theExcluded Assets shall not include, and Grantors shall be deemed to have granted a security interest in, all suchleases, permits, licenses, contracts and agreements and such other assets and property as if such prohibition,the provisions that would be so breached or such breach, default or termination had never been in effect and asif such consent had not been required; provided, however, that Excluded Assets shall not include (and,accordingly, Collateral shall include) any and all proceeds of any of such assets.(in) "Finance Corp" has the meaning specified therefor in the recitals to this Agreement.(n) "Gaming Laws" means all applicable federal, state and local laws, rules andregulations pursuant to which the Nevada Gaming Authorities possess regulatory, licensing or permit authorityover the ownership or operation of gaming facilities within the State of Nevada, including, the Nevada GamingControl Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and theregulations of the NGC promulgated thereunder.(o) "Gaming License" means any finding of suitability, registration, license, franchise, orother finding of qualification, or other approval or authorization required to own, lease, operate or otherwiseconduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which anyGrantor ,or any of their Subsidiaries conduct business (including, all such licenses granted by the NevadaGaming Authorities, and the rules and regulations promulgated thereunder), and all applicable LiquorLicenses.(p)"General Intangibles" has the meaning specified therefor in Section 2(f).(q) "Grantor" and "Grantors" have the respective meanings specified therefor in thepreamble to the Agreement.(r) "Intellectual Property' means any and all Intellectual Property Licenses, Patents,Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists.(s) "Intellectual Property Licenses" means rights under or interest in any patent,trademark, copyright or other intellectual property, including software license agreements with any other party,LA/I 101038.4 3

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 5 of 63whether the applicable Grantor is a licensee or licensor under any such license agreement, including, withoutlimitation, the license agreements listed on Schedule 2 attached hereto and made a part hereof, and the right touse the foregoing in connection with the enforcement of the Lender Group's rights under the Loan Documents,including, without limitation, the right to prepare for sale and sell any and all Inventory and Equipment now orhereafter owned by any Grantor and now or hereafter covered by such licenses.Agreement.(t)"Intercreditor A greement" has the meaning specified therefor in the Credit(u) "Investment Related Property" means (i) investment property (as that term is definedin the Code), and (ii) all of the following regardless of whether classified as investment property under theCode: all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.(v)any successor statute.(w)(x)"IRC" means the Internal Revenue Code of 1986, as in effect from time to time and"Lenders" have the meaning specified therefor in the recitals to this Agreement."Negotiable Collateral" has the meaning specified therefore in Section 2(i).(y) "Nevada Gaming Authorities" means the NGC, the NGCB, and the Clark CountyLiquor and Gaming Licensing Board, and any other State or local agency with jurisdiction over gamingoperations in the State of Nevada or Clark County, Nevada.(z)"NGC" means the Nevada Gaming Commission.(aa) "NGCB" means the Nevada State Gaming Control Board.(bb) "Parent" has the meaning specified therefor in the recitals to this Agreement.(cc) "Patents" means patents and patent applications, including, without limitation, thepatents and patent applications listed on Schedule 3 attached hereto and made a part hereof, and (i) all renewalsthereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and withrespect thereto, including, without limitation, payments under all licenses entered into in connection therewithand damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past,present and future infringements and dilutions thereof,and (iv) all of each Grantor's rights correspondingthereto throughout the world.(dd) "Patent Security Agreement" means each Patent Security Agreement amongGrantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank Product Provider, insubstantially the form of Exhibit B attached hereto, pursuant to which Grantors have granted to Agent, for thebenefit of the Lender Group and the Bank Product Provider, a security interest in all their respective Patents.(ee)"Permitted Discretion" has the meaning specified therefor in the Credit Agreement.(ft) "Pledged Companies" means, each Person listed on Schedule 4 hereto as a "PledgedCompany," together with each other Person, all or a portion of whose Stock, is acquired or otherwise ownedby a Grantor after the Closing Date.(gg) "Pledged Interests" means all of each Grantor's right, title and interest in and to all ofthe Stock now or hereafter owned by such Grantor, regardless of class or designation, including, withoutlimitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, allproceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the.LA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 6 of 63Stock, the right to request after the occurrence and during the continuation of an Event of Default that suchStock be registered in the name of Agent or any of its nominees, the right to receive any certificatesrepresenting any of the Stock and the right to require that such certificates be delivered to Agent together withundated powers or assignments of investment securities with respect thereto, duly endorsed in blank by suchGrantor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respectthereof and of all dividends, distributions of income, profits, surplus, or other compensation by way of incomeor liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to timereceived, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account ot orin exchange for any or all of the foregoing.(hh) "Pledged Interests Addendum" means a Pledged Interests Addendum substantially inthe form of Exhibit C to this Agreement(ii) "Pledged Operating Agreements" means all of each Grantor's rights, powers, andremedies under the limited liability company operating agreements of each of the Pledged Companies that arelimited liability companies.(ii) "Pledged Partnership Agreements" means all of each Grantor's rights, powers, andremedies under the partnership agreements of each of the Pledged Companies that are partnerships.(kk) "Proceeds" has the meaning specified therefor in Section 2(m).Agreement.(11) "Purchase Money Indebtedness" has the meaning specified therefor in the Credit(mm) "Records" means information that is inscribed on a tangible medium or which isstored in an electronic or other medium and is retrievable in perceivable form.Agreement.(nn) "Secured Obligations" has the meaning specified therefor in the recitals to this(oo) "Security Interest" has the meaning specified therefor in Section 2.. (pp) "Senior Secured Note Documents" means, collectively, the Senior Secured NoteIndenture, the Senior Secured Notes, and [Senior Secured Note Collateral Agreements] (as such term isdefined in the Senior Secured Note Indenture).this Agreement.(qq) "Senior Secured Note Issuers" has the meaning specified therefor in the recitals to(rr) "Senior Secured Notes" means the Senior Secured Notes due 2012 issued byBorrowers pursuant to the Senior Secured Note Indenture.(ss) "Senior Secured Note Indenture" means that certain indenture dated as of March 29,2005, among the Trustee, and Senior Secured Note Issuers.(tt) "Supporting Obligations" has the meaning specified therefor in Section 2(j).(uu) "Trademarks" means trademarks, trade names, registered trademarks, trademarkapplications, service marks, registered service marks and service mark applications, including, withoutlimitation, the trade names, registered trademarks, trademark applications, registered service marks and servicemark applications listed on Schedule 5 attached hereto and made a part hereof, and (i) all renewals thereof,(ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respectLA/1101038.4 5

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 7 of 63thereto, including, without limitation, payments under all licenses entered into in connection therewith anddamages and payments for past or future infringements or dilutions thereof; (iii) the right to sue for past,present and future infringements and dilutions thereof, (iv) the goodwill of each Grantor's business symbolizedby the foregoing and connected therewith, and (v) all of each Grantor's rights corresponding theretothroughout the world.(vv) "Trademark Security Agreement" means each Trademark Security Agreementamong Grantors, or any of them, and Agent, for the benefit of the Lender Group and the Bank ProductProvider, in substantially the form of Exhibit D attached hereto, pursuant to which Grantors have granted toAgent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in all theirrespective Trademarks.(ww) "Trustee" has the meaning specified therefor in the recitals to this Agreement.(xx) "URL" means "uniform resource locator," an internet web address.2. Grant of Security. Each Grantor hereby unconditionally grants, assigns and pledges to Agent,for the benefit of the Lender Group and the Bank Product Provider, a continuing security interest in allpersonal property, of such Grantor whether now owned or hereafter acquired or arising and wherever located(hereinafter referred to as the "Security Interest"), including, without limitation, such Grantor's right, title, andinterest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the"Collateral"):(a)all of such Grantor's Accounts;(b) all of such Grantor's books and records (including all of its Records indicating,summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to itsbusiness operations or financial condition, and all of its goods or General Intangibles related to suchinformation) ("Books");(c) all of such Grantor's chattel paper (as that term is defined in the Code) and, in anyevent, including, without limitation, tangible chattel paper and electronic chattel paper ("Chattel Paper");(d)(e)all of such Grantor's interest with respect to any Deposit Account;all of such Grantor's Equipment and fixtures;all of such Grantor's general intangibles (as that term is defined in the Code) and, inany event, including, without limitation, payment intangibles, contract rights, rights to payment, rights arisingunder common law, statutes, or regulations, choses or things in action, goodwill (including the goodwillassociated with any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights, URLs and domainnames, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor,whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders,customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rightsunder any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims,computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs,pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refundclaims, uncertificated securities, and any other personal property other than commercial tort claims, money,Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, andoil, gas, or other minerals before extraction ("General Intangibles");(g) all of such Grantor's Inventory;LA/1101038.4 6

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 8 of 63(h)all of such Grantor's Investment Related Property;(i) all of such Grantor's letters of credit, letter of credit rights, instruments, promissorynotes, drafts, and documents (as such terms may be defined in the Code) ("Negotiable Collateral");(i) all of such Grantor's rights in respect of supporting obligations (as such term isdefined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper,documents, General Intangibles, instruments, or Investment Related Property ("Supporting Obligations");(k) all of such Grantor's interest with respect to any commercial tort claims (as that termis defined in the Code), including, without limitation those commercial tort claims listed on Schedule 6attached hereto ("Commercial Tort Claims");all of such Grantor's money, Cash Equivalents, or other assets of each such Grantorthat now or hereafter come into the possession, custody, or control of Agent or any other member of theLender Group;(m) all of the proceeds and products, whether tangible or intangible, of any of theforegoing, including proceeds of insurance or commercial tort claims covering or relating to any or all of theforegoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, GeneralIntangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, orother tangible or intangible property resulting from the sale, lease, license, exchange, collection, or otherdisposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of theproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any suchproceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss ofdamage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwiseincluded, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise withrespect to any of the foregoing Collateral (the "Proceeds"). Without limiting the generality of the foregoing,the term "Proceeds" includes whatever is receivable or received when Investment Related Property or proceedsare sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary,and includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or Agent fromtime to time with respect to any of the Investment Related Property.The foregoing to the contrary notwithstanding, "Collateral" shall not include the Excluded Assets.3. Security for Obligations. This Agreement and the Security Interest created hereby secures thepayment and performance of all the Secured Obligations, whether now existing or arising hereafter. Withoutlimiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitutepart of the Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the BankProduct Provider or any of them, but for the fact that they are unenforceable or not allowable due to theexistence of an Insolvency Proceeding involving any Grantor.4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of theGrantors shall remain liable under the contracts and agreements included in the Collateral, including, withoutlimitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of theduties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) theexercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not releaseany Grantor from any of its duties or obligations under such contracts and agreements included in theCollateral, and (c) none of the members of the Lender Group shall have any obligation or liability under suchcontracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the membersof the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or totake any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Defaultshall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or otherLA/I101038.4 7

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 9 of 63Loan Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the purposeof conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and ofthe Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is theintention of the parties hereto that record and beneficial ownership of the Pledged Interests, including, withoutlimitation, all voting, consensual, and dividend rights, shall remain in the applicable Grantor until theoccurrence of an Event of Default and until Agent shall notify the applicable Grantor of Agent's exercise ofvoting, consensual, and/or dividend rights with respect to the Pledged Interests pursuant to Section 15 hereof.5. Representations and Warranties. Each Grantor, jointly and severally, hereby represents andwarrants as follows:(a) The exact legal name of each of the Grantors is set forth on the signature pages ofthis Agreement or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.Closing Date.(b)Schedule 7 attached hereto sets forth all Real Property owned by Grantors as of the(c) As of the Closing Date, no Grantor has any interest in, or title to, any Copyrights,Intellectual Property Licenses, Patents, or Trademarks except as set forth on Schedules 1. 2. 3 and 5,respectively, attached hereto. This Agreement is effective to create a valid and continuing Lien on suchCopyrights, Intellectual Property Licenses, Patents and Trademarks and, upon filing of the Copyright SecurityAgreement with the United States Copyright Office and filing of the Patent Security Agreement and theTrademark Security Agreement with the United State Patent and Trademark Office, and the filing ofappropriate financing statements in the jurisdictions listed on Schedule 8 hereto, all action necessary ordesirable to protect and perfect the Security Interest in and to on each Grantor's Patents, Trademarks, orCopyrights has been taken and such perfected Security Interests are enforceable as such as against any and allcreditors of and purchasers from any Grantor.(d) This Agreement creates a valid security interest in the Collateral of each of Grantors,to the extent a security interest therein can be created under the Code , securing the payment of the SecuredObligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of afinancing statement under the Code, all filings and other actions necessary or desirable to perfect and protectsuch security interest have been duly taken or will have been taken upon the filing of financing statementslisting each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to suchGrantor's name on Schedule 8 attached hereto. Upon the making of such filings, Agent shall have a firstpriority perfected security interest. in the Collateral of each Grantor to the extent such security interest can beperfected by the filing of a financing statement.(e) (i) Except for the Security Interest created hereby, each Grantor is and will at alltimes be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other thanPermitted Liens, of the Pledged Interests indicated on Schedule 4 as being owned by such Grantor and, whenacquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the PledgedInterests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constituteor will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies ofsuch Grantor identified on Schedule 4 hereto as supplemented or modified by any Pledged Interests Addendumor any Supplement to this Agreement; (iii) except as may be required by applicable Gaming Laws, suchGrantor has the right and requisite authority to pledge, the Investment Related Property pledged by suchGrantor to Agent as provided herein; (iv) all actions necessary or desirable to perfect, establish the first priorityof, or otherwise protect, Agent's Liens in the Investment Related Collateral, and the proceeds thereof, havebeen duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking of possession byAgent of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are representedby certificates, together with undated powers endorsed in blank by the applicable Grantor; (C) upon the filingof financing statements in the applicable jurisdiction set forth on Schedule 8 attached hereto for such GrantorLA/1101038A 8

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 10 of 63with respect to the Pledged Interests of such Grantor that are not represented by certificates, and (D) withrespect to any Securities Accounts, upon the delivery of Control Agreements with respect thereto; and (v) eachGrantor has delivered to and deposited with Agent (or, with respect to any Pledged Interests created after theClosing Date, will deliver and deposit in accordance with Sections 6(aland 8 hereof) all certificatesrepresenting the Pledged Interests owned by such Grantor to the extent such Pledged Interests are representedby certificates, and undated powers endorsed in blank with respect to such certificates.(f) No consent, approval, authorization, or other order or other action by, and no noticeto or filing with, any Governmental Authority or any other Person is required (i) for the grant of a SecurityInterest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, orperformance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rightsprovided for in this Agreement with respect to the Investment Related Property or the remedies in respect ofthe Collateral pursuant to this Agreement, except as may be required by applicable Gaming Laws or except asmay be required in connection with such disposition of Investment Related Property by laws affecting theoffering and sale of securities generally.6. Covenants. Each Grantor, jointly and severally, covenants and agrees with Agent and theLender Group that from and after the date of this Agreement and until the date of termination of thisAgreement in accordance with Section 23 hereof:(a) Possession of Collateral. In the event that any Collateral, including proceeds, isevidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper, and if and tothe extent that perfection or priority of Agent's Security Interest is dependent on or enhanced by possession,the applicable Grantor, immediately upon the request of Agent and in accordance with Section 8 hereof, shallexecute such other documents as shall be requested by Agent or, if applicable, endorse and deliver physicalpossession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to Agent, togetherwith such undated powers endorsed in blank as shall be requested by Agent;(b) Chattel Paper.(i) Each Grantor shall take all steps reasonably necessary to grant Agent controlof all electronic Chattel Paper in accordance with the Code and all "transferable records" as that term isdefined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal ElectronicSignatures in Global and National Commerce Act as in effect in any relevant jurisdiction; and(ii) If any Grantor retains possession of any Chattel Paper or instruments (whichretention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), promptlyupon the request of Agent, such Chattel Paper and instruments shall be marked with the following legend:"This writing and the obligations evidenced or secured hereby are subject to the Security Interest of WellsFargo Foothill, Inc., as Agent for the benefit of the Lender Group and the Bank Product Provider";(c) Control Agreements.(i) Except to the extent otherwise permitted by the Credit Agreement, eachGrantor shall obtain an authenticated Control Agreement, from each bank holding a Deposit Account for suchGrantor;(ii) Except to the extent otherwise permitted by the Credit Agreement, eachGrantor shall obtain authenticated Control Agreements, from each issuer of uncertificated securities, securitiesintermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for anyGrantor;LA/1101038.4 9

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 11 of 63(d) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a letter ofcredit shall promptly (and in any event within 2 Business Days after becoming a beneficiary), notify Agentthereof and, upon the request by Agent, enter into a tri-party agreement with Agent and the issuer and/orconfirmation bank with respect to letter-of-credit rights (as that term is defined in the Code) assigning suchletter-of-credit rights to Agent and directing all payments thereunder to Agent's Account, all in form andsubstance satisfactory to Agent;(e) Commercial Tort Claims. Each Grantor shall promptly (and in any event within2 Business Days of receipt thereof), notify. Agent in writing upon incurring or otherwise obtaining aCommercial Tort Claim after the date hereof against any third party and, upon request of Agent, promptlyamend Schedule 6 to this Agreement, authorize the filing of additional or amendments to existing financingstatements and do such other acts or things deemed necessary or desirable by Agent to give Agent a firstpriority, perfected security interest in any such Commercial Tort Claim;(f) Government Contracts. If any Account or Chattel Paper arises out of a contract orcontracts with the United States of America or any department, agency, or instrumentality thereof; Grantorsshall promptly (and in any event within 2 Business Days of the creation thereof) notify Agent thereof inwriting and execute any instruments or take any steps reasonably required by Agent in order that all moneysdue or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the LenderGroup and the Bank Product Provider, and notice thereof given under the Assignment of Claims Act or otherapplicable law;(g)Intellectual Property.(i) Upon request of Agent, in order to facilitate filings with the United StatesPatent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver toAgent one or more Copyright Security Agreements, Trademark Security Agreements, and/or Patent SecurityAgreements to evidence Agent's Lien on such Grantor's Patents, Trademarks, and/or Copyrights, and theGeneral Intangibles of such Grantor relating thereto or represented thereby;Each Grantor shall have the duty, to the extent necessary or economicallydesirable in the operation of such Grantor's business, (A) to promptly sue for infringement, misappropriation,or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, (B) toprosecute diligently any trademark application or service mark application that is part of the Trademarkspending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligentlyany patent application that is part of the Patents pending as of the date hereof or hereafter until the terminationof this Agreement, and (D) to take all reasonable and necessary action to preserve and maintain all of suchGrantor's Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including thefiling of applications for renewal, affidavits of use, affidavits of noncontestability and opposition andinterference and cancellation proceedings. Any expenses incurred in connection with the foregoing shall beborne by the appropriate Grantor. Each Grantor further agrees not to abandon any Trademark, Patent,Copyright, or Intellectual Property License that is necessary or economically desirable in the operation of suchGrantor's business without the prior written consent of Agent;Grantors acknowledge and agree that the Lender Group shall have no dutieswith respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting thegenerality of this Section 6(a), Grantors acknowledge and agree that no member of the Lender Group shall beunder any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, orIntellectual Property Licenses against any other Person, but any member of the Lender Group may do so at itsoption from and after the occurrence of an Event of Default, and all expenses incurred in connection therewith(including, without limitation, reasonable fees and expenses of attorneys and other professionals) shall be forthe sole account of Borrowers and shall be chargeable to the Loan Account,LA/1101038.4 10

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 12 of 63(iv) In no event shall any Grantor, either itself or through any agent, employee,licensee, or designee, file an application for the registration of any Patent, Trademark, or Copyright with theUnited States Patent and Trademark Office, the United States Copyright Office or any similar office or agencywithout giving Agent prior written notice thereof. Promptly upon any such filing, each Grantor shall complywith Section 6(g)(i) hereof;' (h) Investment Related Property.(i) If any Grantor shall receive or become entitled to receive any PledgedInterests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof)deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;(ii) All sums of money and property paid or distributed in respect of theInvestment Related Property which are received by any Grantor shall be held by the Grantors in trust for thebenefit of Agent segregated from such Grantor's other property, and such Grantor shall deliver it forthwith toAgent's in the exact form received;(iii) Each Grantor shall promptly deliver to Agent a copy of each notice or othercommunication received by it in respect of any Pledged Interests;(iv) No Grantor shall make or consent to any amendment or other modificationor waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged PartnershipAgreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interestsother than pursuant to the Loan Documents;(v) Each Grantor agrees that it will cooperate with Agent in obtaining allnecessary approvals and making all necessary filings under federal, state, local, or foreign law in connectionwith the Security Interest on the Investment Related Property or any sale or transfer thereof;(vi) As to all limited liability company or partnership interests issued under anyPledged Operating Agreement or Pledged Partnership Agreement, each Grantor, jointly and severally, herebyrepresents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not andshall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will notconstitute investment company securities, and (C) are not and will not be held by such Grantor in a securitiesaccount. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or anyother agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement orPledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed byArticle 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;(i) Real Property; Fixtures. Each Grantor covenants and agrees that upon theacquisition of any fee interest in Real Property it will promptly (and in any event within 2 Business Days ofacquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of theLender Group and the Bank Product Provider, a first priority Mortgage on each fee interest in Real Propertynow or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form andsubstance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in itsPermitted Discretion, including, without limitation, title insurance policies, financing statements, fixture filingsand environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees andcosts (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantoracknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remainpersonal property regardless of the manner of its attachment or affixation to real property;(i) Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of law orotherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except expresslyLA/1101038.4 11

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 13 of 63permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of theCollateral of any of Grantors, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall notbe deemed to constitute Agent's consent to any sale or other disposition of any of the Collateral except asexpressly permitted in this Agreement or the other Loan Documents; and(k) Other Actions as to Any and All Collateral. Each Grantor shall promptly (and in anyevent within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiringor otherwise obtaining any Collateral after the date hereof consisting of Trademarks, Patents, Copyrights,Intellectual Property Licenses, Investment Related Property, Chattel Paper (electronic, tangible or otherwise),documents (as defined in the Code), or instruments (as defined in the Code) and, upon the request of Agentand in accordance with Section 8 hereof, promptly execute such other documents, or if applicable, deliver suchChattel Paper, other documents or certificates evidencing any Investment Related Property in accordance withSection 6 hereof and do such other acts or things deemed necessary or desirable by Agent to protect Agent'sSecurity Interest therein.7. Relation to Other Security Documents. The provisions of this Agreement shall be read andconstrued with the other Loan Documents referred to below in the manner so indicated.(a) Credit Agreement In the event of any conflict between any provision in thisAgreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.(b) Patent, Trademark, Copyright Security Agreements. The provisions of the CopyrightSecurity Agreements, Trademark. Security Agreements, and Patent Security Agreements are supplemental tothe provisions of this Agreement, and nothing contained in the Copyright Security Agreements, TrademarkSecurity Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agenthereunder.8. Further Assurances.(a) Each Grantor agrees that from time to time, at its own expense, such Grantor willpromptly execute and deliver all further instruments and documents, and take all further action, that may benecessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted orpurported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunderwith respect to any of the Collateral.(b) Each Grantor authorizes the filing of such financing or continuation statements, oramendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, asmay be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interestgranted or purported to be granted hereby.(c) Each Grantor authorizes Agent to file, transmit, or communicate, as applicable,financing statements and amendments describing the Collateral as "all personal property of debtor" or "allassets of debtor" or words of similar effect, in order to perfect Agent's security interest in the Collateralwithout such Grantor's signature. Each Grantor also hereby ratifies its authorization for Agent to have filed inany jurisdiction any financing statements filed prior to the date hereof.(d) Each Grantor acknowledges that it is not authorized to file any financing statement oramendment or termination statement with respect to any financing statement filed in connection with thisAgreement without the prior written consent of Agent, subject to such Grantor's rights under Section 9-509(dX2) of the Code.9. Agent's Right to Perform Contracts. Upon the occurrence of an Event of Default, Agent (orits designee) may proceed to perform any and all of the obligations of any Grantor contained in any contract,LA/I101038.4 12

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 14 of 63lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as suchGrantor itself could.10. Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent itsattorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor orotherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, totake any action and to execute any instrument which Agent may reasonably deem necessary or advisable toaccomplish the purposes of this Agreement, including, without limitation:(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittanceand receipts for moneys due and to become due under or in connection with the Accounts or any otherCollateral of such Grantor,(b) to receive and open all mail addressed to such Grantor and to notify postal authoritiesto change the address for the delivery of mail to such Grantor to that of Agent;(c) to receive, indorse, and collect any drafts or other instruments, documents,Negotiable Collateral or Chattel Paper;(d) to file any claims or take any action or institute any proceedings which Agent maydeem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforcethe rights of Agent with respect to any of the Collateral;(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part thepurchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;(f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrialdesigns, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for saleand selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts orNegotiable Collateral of such Grantor, and(g) Agent on behalf of the Lender Group shall have the right, but shall not be obligated,to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licensesand, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any andall lawful acts and execute any and all proper documents reasonably required by Agent in aid of suchenforcement.To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shalllawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shallbe irrevocable until this Agreement is terminated.11. Agent May Perform. If any of Grantors fails to perform any agreement contained herein,Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Agentincurred in connection therewith shall be payable, jointly and severally, by Grantors.12. Agent's Duties. The powers conferred on Agent hereunder are solely to protect Agent'sinterest in the Collateral, for the benefit of the Lender Group and the Bank Product Provider, and shall notimpose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in itsactual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty asto any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any otherrights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody andpreservation of any Collateral in its actual possession if such Collateral is accorded treatment substantiallyequal to that which Agent accords its own property.LA/1101038.4 13

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 15 of 6313. Collection of Accounts. General Intan gibles and Negotiable Collateral. At any time upon theoccurrence and during the continuation of an Event of Default, Agent or. Agent's designee may (a) notifyAccount Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateralhave been assigned to Agent, for the benefit of the Lender Group and the Bank Product Provider, or that Agenthas a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateraldirectly, and any collection costs and expenses shall constitute part of such Grantor's Secured Obligationsunder the Loan Documents.14. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of thedate of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisitionthereof will be, registered or qualified under the various federal or state securities laws of the United States anddisposition thereof after an Event of Default may be restricted to one or more private (instead of public) salesin view of the lack of such registration. Each Grantor understands that in connection with such disposition,Agent may approach only a restricted number of potential purchasers and further understands that a sale undersuch circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests wereregistered and qualified pursuant to federal and state securities laws and sold on the open market. EachGrantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause thePledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon theadvice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated toseek such advice and the failure to do so shall not be considered in determining the commercial reasonablenessof such action) as to the best manner in which to offer the Pledged. Interest for sale and as to the best pricereasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agenthas handled the disposition in a commercially reasonable manner.15. Voting Rights.(a) Upon the occurrence and during the continuation of an Event of Default, (i) Agentmay, at its option, and with prior notice to any Grantor, and in addition to all rights and remedies available toAgent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all otherownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under nocircumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent dulyexercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor'strue and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any mannerAgent deems advisable for or against all matters submitted or which may be submitted to a vote ofshareholders, partners or members, as the case may be. The power-of-attorney granted hereby is coupled withan interest and shall be irrevocable.(b) For so long as any Grantor shall have the right to vote the Pledged Interests ownedby it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote ortake any consensual action with respect to such Pledged Interests which would materially adversely affect therights of Agent and the other members of the Lender Group or the value of the Pledged Interests.16. Remedies. Upon the occurrence and during the continuance of an Event of Default:(a) Agent may exercise in respect of the Collateral, in addition to other rights andremedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights andremedies of a secured party on default under the Code or any other applicable law. Without limiting thegenerality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand ofperformance or other demand, advertisement or notice of any kind (except a notice specified below of time andplace of public or private sale) to or upon any of Grantors or any other Person (all and each of which demands,advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or anyother applicable law), may take immediate possession of all or any portion of the Collateral and (i) requireGrantors to, and each Grantor hereby agrees that it will at its own expense and upon request of. AgentLA/1101038.4 14

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 16 of 63forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one Ormore locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specifiedbelow, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent'soffices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commerciallyreasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 daysnotice to any of Grantors of the time and place of any public sale or the time after which .any private sale is tobe made shall constitute reasonable notification and specifically such notice shall constitute a reasonable"authenticated notification of disposition" within the meaning of Section 9-611 of the Code. Agent shall notbe obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjournany public or private sale from time to time by announcement at the time and place fixed therefor, and suchsale may, without further notice, be made at the time and place to which it was so adjourned.(b) Agent is hereby granted a license or other right to use, without liability for royaltiesor any other charge, each Grantor's labels, Patents, Copyrights, rights of use of any name, trade secrets, tradenames, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, otherindustrial or intellectual property or any property of a similar nature, whether owned by any of Grantors orwith respect to which any of Grantors have rights under license, sublicense, or other agreements, as it pertainsto the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor's rightsunder all licenses and all franchise agreements shall inure to the benefit of Agent.(c) Any cash held by Agent as Collateral and all cash proceeds received by Agent inrespect of any sale collection from, or other realization upon all or any part of the Collateral shall beapplied against the Secured Obligations in the order set forth in the Credit Agreement. In the event theproceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shallremain jointly and severally liable for any such deficiency.(d) Each Grantor hereby acknowledges that the Secured Obligations arose out of acommercial transaction, and agrees that if an Event of Default shall occur Agent shall have the right to animmediate writ of possession without notice of a hearing. Agent shall have the right to the appointment of areceiver for the properties and assets of each of Grantors, and each Grantor hereby consents to such rights andsuch appointment and hereby waives any objection such Grantors may have thereto or the right to have a bondor other security posted by Agent.17. Additional Provisions Relatin: to Gam • Laws and Gamin Licenses.(a) Each Grantor agrees that, upon the occurrence of and during the continuance of anEvent of Default and at Agent's request, it will, and will cause each of its Subsidiaries to, immediately filesuch applications for approval and shall use commercially reasonable efforts to take all other and furtheractions required by Agent to obtain such approvals or consents of the Nevada Gaining Authorities, and anyother Governmental Authorities with jurisdiction as are necessary for the Agent, to continue operation of thebusinesses of Grantors and their Subsidiaries under the Gaming Licenses held by it, or its interest in anyPerson holding any such Gaining License pursuant to the Gaining Laws. To enforce the provisions of thisSection 17. Agent is empowered to request the appointment of a receiver from any court of competentjurisdiction. Such receiver shall be instructed to seek from the Nevada Gaming Authority and any otherGovernmental Authorities with jurisdiction authorization pursuant to the Gaming Laws to continue operationof the businesses of each Grantor and Its Subsidiaries under all necessary Gaming Licenses for the purpose ofseeking a bona fide purchaser of the businesses of each Grantor and its Subsidiaries. Each Grantor herebyagrees to authorize, and to cause each of its Subsidiaries to authorize such an authorization pursuant to theGaming Laws to continue the operation of the businesses of such Grantor and its Subsidiaries upon the requestof the receiver so appointed and, if any Grantor or any such Subsidiary shall refuse to authorize the transfer, itsapproval may be required by the court. Upon the occurrence and continuance of an Event of Default, eachGrantor shall further use, and shall cause its Subsidiaries to use, commercially reasonable efforts to assist inobtaining approval of the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction,LA/1101038.4 15

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 17 of 63if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including,preparation, execution, and filing with the Nevada Gaming Authority and any other Governmental Authoritieswith jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for thereceiver to continue the operation of the businesses of any Grantor and its Subsidiaries under any GainingLicense or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of thetransfer or assignment of any portion of the Collateral. Each Grantor acknowledges that the authorizationpursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Grantor and itsSubsidiaries under the Gaining Licenses or for a transfer of control is integral to Agent's realization of thevalue of the Collateral, that there is no adequate remedy at law for failure by each Grantor to comply with theprovisions of this Section 17 and that such failure would not be adequately compensable in damages, andtherefore agrees that the agreements contained in this Section 17 may be specifically enforced.(b) All rights, remedies, and powers provided in this Agreement and the other LoanDocuments may be exercised only to the extent that the exercise thereof does not violate any applicablemandatory provision of the Gaming Laws and all provisions of this Agreement and the other Loan Documentsare intended to be subject to all applicable mandatory provisions of the Gaming Laws and to be limited solelyto the extent necessary to not render the provisions of this Agreement or the other Loan Documents invalid orunenforceable, in whole or in part. Agent will timely apply for and receive all required approvals of theNevada Gaining Authority for the sale or other disposition of gaming equipment regulated by the GainingLaws (including any such sale or disposition of gaining equipment consisting of slot machines, gaming tables,cards, dice, gaming chips, player tracking systems, and all other "gaming devices" (as such term or words oflike import referring thereto are defined in the Gaming Laws), and "associated equipment" (as such term orwords of like import referring thereto are defined in the Gaming Laws).18. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in thisAgreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute orotherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedyprovided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equityor by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of suchrights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all suchother rights, powers, or remedies.19. Marshaling. Agent shall not be required to marshal any present or future collateral security(including but not limited to the Collateral) for, or other assurances of payment of; the Secured Obligations orany of them or to resort to such collateral security or other assurances of payment in any particular order, andall of its rights and remedies hereunder and in respect of such collateral security and other assurances ofpayment shall be cumulative and in addition to all other rights and remedies, however existing or arising. Tothe extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to themarshaling of collateral which might cause delay in or impede the enforcement of Agent's rights and remediesunder this Agreement or under any other instrument creating or evidencing any of the Secured Obligations orunder which any of the Secured Obligations is outstanding or by which any of the Secured Obligations issecured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor herebyirrevocably waives the benefits of all such laws.20. Indemnity and Expenses.(a) Each Grantor agrees to indemnify Agent and the other members of the Lender Groupfrom and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of orresulting from this Agreement (including, without limitation, enforcement of this Agreement) or any otherLoan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the grossnegligence or willful misconduct of the party seeking indemnification as determined by a final non-appealableorder of a court of competent jurisdiction. This provision shall survive the termination of this Agreement andthe Credit Agreement and the repayment of the Secured Obligations. •LA/1101038.4 16

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 18 of 63(b) Grantors, jointly and severally, shall, upon demand, pay to Agent (or Agent, maycharge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) theadministration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon an Event ofDefault, the sale of, collection from, or other realization upon, any of the Collateral in accordance with thisAgreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agenthereunder or (iv) the failure by any of Grantors to perform or observe any of the provisions hereof.21. Merger, Amendments: Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THEOTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIESAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTENAGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consentto any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be inwriting and signed by Agent, and then such waiver or consent shall be effective only in the specific instanceand for the specific purpose for which given. No amendment of any provision of this Agreement shall beeffective unless the same shall be in writing and signed by Agent and each of the Grantors to which suchamendment applies.22. Addresses for Notices. All notices and other communications provided for hereunder shall begiven in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and toany of the Grantors at their respective addresses specified in the Credit Agreement, or, as to any party, at suchother address as shall be designated by such party in a written notice to the other party.23. Continuing Security Interest: Assignments under Credit Agreement This Agreement shallcreate a continuing security interest in the Collateral and shall (a) remain in full force and effect until theObligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and theCommitments have expired or have been terminated, .(b) be binding upon each of Grantors, and theirrespective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and itssuccessors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any the Lendermay, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portionof its rights and obligations under the Credit Agreement to any other Person, and such other Person shallthereupon become vested with all the benefits in respect thereof granted to such the Lender herein orotherwise. Upon payment in full in cash of the Obligations in accordance with the provisions of the CreditAgreement and the expiration or termination of the Commitments, the Security Interest granted hereby shallterminate and this Agreement shall terminate (without prejudice to Agent's obligation to fulfill its duties inconnection with the termination of the Security Interest, as referenced below, which obligation shall survivethe termination of this Agreement), and all rights to the Collateral shall revert to Grantors or any other Personentitled thereto. At such time, Agent will authorize the filing of appropriate termination statements toterminate such Security Interests. No transfer or renewal, extension, assignment, or termination of thisAgreement or of the Credit Agreement, any other Loan Document, or any other instrument or documentexecuted and delivered by any Grantor to Agent nor any additional Advances or other loans made by anyLender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral toGrantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, orany of them, shall release any of Grantors from any obligation, except a release or discharge executed inwriting by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act,delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless suchwaiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent ofany right or remedy on any occasion shall'not be construed as a bar to the exercise of any such right or remedywhich Agent would otherwise have had on any other occasion.24. Governing Law.LA/1101038.4 17

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 19 of 63(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOANDOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOANDOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THEPARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER ORTHEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK.(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING INCONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIEDAND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLELAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANYCOLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTSOF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCHCOLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND EACH MEMBEROF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANYRIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TOOBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITHTHIS SECTION 24(b).(c) EACH GRANTOR AND EACH MEMBER OF THE LENDER GROUP HEREBYWAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTIONBASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THETRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACHGRANTOR AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HASREVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURYTRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OFLITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO ATRIAL BY THE COURT.25. Compliance with Gaming. Laws. Notwithstanding anything to the contrary contained hereinor in any other Loan Documents, Agent expressly acknowledges and agrees that the exercise of its rights andremedies under this Agreement is subject to the mandatory provisions of the Gaming Laws. Specifically,Agent acknowledges and agrees that once Grantors have been licensed or found suitable by the NevadaGaming Authorities:(a) The pledge of the Investment Related Property of any Pledged Company that is alicensee of or registered with the Nevada Gaming Authorities by Grantors, and any restrictions on the transferof and agreements not to encumber such Investment Related Property of any corporation or limited liabilitycompany that is a holding company contained in this Agreement or in any other Loan Document, shall not beeffective without the prior approval of the NGC upon the recommendation of the NGCB. The certificates orinstruments representing or evidencing such Investment Related Property may not continue to be held by Agentunless such approval has been obtained. The approval of the pledge of the Investment Related Property mayrequire amendment of this Agreement to include additional references to regulatory requirements under theGaming Laws. In addition, no amendment of this Agreement shall be effective until applicable approvals of theNevada Gaming Authorities have been obtained.(b) In the event that Agent exercises one or more of the remedies set forth in thisAgreement with respect to any Investment Related Property of any gaining licensee or registered company,including without limitation, foreclosure or transfer of any interest in such Investment Related Property (exceptLA/110)038.4 18

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 20 of 63back to Grantors), the exercise of voting and consensual rights, and any other resort to or enforcement of thesecurity interest in such Investment Related Property, such action shall require the separate and prior approvalof the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived bythe Nevada Gaming Authorities.(c) Agent and any custodial agent of Agent in the State of Nevada shall be required tocomply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approvalof the pledge granted hereunder by Grantors, including, without limitation, the requirement that Agent or itsagent maintain any certificates evidencing the Investment Related Property of gaming licensees and registeredcompanies at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents oremployees of the NGCB to inspect such certificates immediately upon request during normal business hours.(d) Neither Agent nor any agent of Agent shall surrender possession of any suchInvestment Related Property to any Person other than Grantors without the prior approval of the NevadaGaming Authorities or as otherwise permitted by the Gaming Laws.(e) The approval by the Nevada Gaming Authorities of this Agreement, or anyamendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to takeany actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required,without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.26. New Subsidiaries. Pursuant to Section 5.16 of the Credit Agreement, any new direct orindirect Subsidiary (whether by acquisition or creation) of any Borrower is required to enter into thisAgreement by executing and delivering in favor of Agent an instrument in the form of Annex 1 attachedhereto. Upon the execution and delivery of Annex 1 by such new Subsidiary, such Subsidiary shall become aGrantor hereunder with the same force and effect as if originally named as a Grantor herein. The executionand delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require theconsent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in fullforce and effect notwithstanding the addition of any new Grantor hereunder.27. Agent. Each reference herein to any right granted to, benefit conferred upon or powerexercisable by the "Agent" shall be a reference to Agent, for the benefit of the Lender Group and the BankProduct Provider.28. Miscellaneous.(a) This Agreement may be executed in any number of counterparts and by differentparties on separate counterparts, each of which, when executed and delivered, shall be deemed to be anoriginal, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery ofan executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall beequally as effective as delivery of an original executed counterpart , of this Agreement. Any party delivering anexecuted counterpart of this Agreement by telefacsimile or other electronic method of transmission also shalldeliver an original executed counterpart of this Agreement but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoingshall apply to each other Loan Document mutatis mutandis.(b) Any provision of this Agreement which is prohibited or unenforceable shall beineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisionshereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.(c) Headings used in this Agreement are for convenience only and shall not be used inconnection with the interpretation of any provision hereof.LA/1101038.4 19

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 21 of 63(d) The pronouns used herein shall include, when appropriate, either gender and bothsingular and plural, and the grammatical construction of sentences shall conform thereto.[signature pages follow]LA/1101038.4 20

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 22 of 63IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement byand through their duly authorized officers, as of the day and year first above written.GRANTORS:155 EAST TROPICANA, LLC,a Nevada limited liability companyBy:Name: Neil G. fiferTitle: Chief Executive Officer[SIGNATURE PAGE TO SECURITY AGREEMENT]S- 1

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 23 of 63155 EAST TROPICANA FINANCE CORP.,a Nevada corporation •By:Name: eferTitle: President[SIGNATURE PAGE TO SECURITY AGREEMENT]S-2

•Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 24 of 63AGENT:WELLS FARGO FOOTHILL, INC.,a California corporation,as AgentBy:N : Fun FamerTitle: Senior Vice President[SIGNATURE PAGE TO SECURITY AGREEMENT]S-3

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 25 of 63ANNEX 1 TO SECURITY AGREEMENTFORM OF SUPPLEMENTSupplement No. (this "Supplement") dated as of , 200_, to the SecurityAgreement, dated as of March 29, 2005 (as amended, restated, supplemented or otherwise modified fromtime to time, the "Security Agreement") by each of the parties listed on the signature pages thereto andthose additional entities that thereafter become parties thereto (collectively, jointly and severally,"Grantors" and each individually "Grantor") and WELLS FARGO FOOTHILL, INC. in its capacity asAgent for the Lender Group and the Bank Product Provider (together with the successors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Credit Agreement, dated as of March 29, 2005 (as amended,restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among 155 EastTropicana, LLC, a Nevada limited liability company ("Parent"), and each of Parent's Subsidiariesidentified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinaftereach individually a "Borrower", and individually and collectively, jointly and severally, as the"Borrowers"), the lenders party thereto as "Lenders" ("Lenders"), and Agent, the Lender Group is willingto make certain financial accommodations available to Borrowers from time to time pursuant to the termsand conditions thereof; andWHEREAS, capitalized terms used herein and not otherwise defined herein shall have themeanings assigned to such terms in the Security Agreement and/or the Credit Agreement andWHEREAS, Grantors have entered into the Security Agreement in order to induce the LenderGroup to make certain financial accommodations to Borrowers; andWHEREAS, pursuant to Section 5.16 of the Credit Agreement, new direct or indirect Subsidiariesof any Borrower, must execute and deliver certain Loan Documents, including the Security Agreement,and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the"New Grantors") may be accomplished by the execution of this Supplement in favor of Agent, for thebenefit of the Lender Group and the Bank Product Provider,NOW, THEREFORE, for and in consideration of the foregoing and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor herebyagrees as follows:1. In accordance with Section 26 of the Security Agreement, each New Grantor, by itssignature below, becomes a "Grantor" under the Security Agreement with the same force and effect as iforiginally named therein as a "Grantor" and each New Grantor hereby (a) agrees to all of the terms andprovisions of the Security Agreement applicable to it as a "Grantor" thereunder and (b) represents andwarrants that the representations and warranties made by it as a "Grantor" thereunder are true and correcton and as of the date hereof In furtherance of the foregoing, each New Grantor, as security for thepayment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge toAgent, for the benefit of the Lender Group and the Bank Product Provider, a security interest in andsecurity title to all assets of such New Grantor including, without limitation, all property of the typedescribed in Section 2 of the Security Agreement to secure the full and prompt payment of the SecuredObligations, including, without limitation, any interest thereon, plus reasonable attorneys' fees andexpenses if the Secured Obligations represented by the Security Agreement are collected by law, throughan attorney-at-law, or under advice therefrom. Schedule 1. "Copyrights", Schedule 2, "IntellectualProperty Licenses," Schedule 3 "Patents," Schedule 4, "Pledged Companies", Schedule 5, "Trademarks,"Schedule 6, "Commercial Tort Claims," Schedule 7 "Owned Real Property," and Schedule 8, "List ofUniform Commercial Code Filing Jurisdictions" attached hereto supplement Schedule 1, Schedule 2,Schedule 3, Schedule 4, Schedule 5, Schedule 6 Schedule 7, and Schedule 8, respectively, to the SecurityAgreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each referenceto a "Grantor" in the Security Agreement shall be deemed to include each New Grantor. The SecurityAgreement is incorporated herein by reference.LA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 26 of 632. Each New Grantor represents and warrants to Agent, the Lender Group and the BankProduct Provider that this Supplement has been duly executed and delivered by such New Grantor andconstitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms,except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulenttransfer, moratorium or other similar laws affecting creditors' rights generally and general principles ofequity (regardless of whether such enforceability is considered in a proceeding at law or in equity).3. This Supplement shall not be effective with respect to the pledge of any InvestmentRelated Property of a licensee or company registered with the Nevada Gaming Authorities without theprior approval of the Nevada Gaming Authorities.4. This Supplement may be executed in multiple counterparts, each of which shall bedeemed to be an original, but all such separate counterparts shall together constitute but one and the sameinstrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall beas effective as delivery of a manually executed counterpart hereof.5. Except as expressly supplemented hereby, the Security Agreement shall remain in fullforce and effect6. This Supplement shall be construed in accordance with and governed by the laws of theState of New York, without regard to the conflict of laws principles thereof.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]LAJ1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 27 of 63IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement tothe Security Agreement as of the day and year first above written.NEW GRANTORS: [Name of New Grantor]By:Name:Title:[Name of New Grantor]By:Name:Title:AGENT:WELLS FARGO FOOTHILL, INC.By:Name:Title:SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENTLA11101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 28 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 29 of 63Schedule 1—CopyrightsNone.SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schemies to security agreement (FINAL)1.DOC [Client-Matter)

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 30 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 31 of 63Schedule 2—Intellectual Property LicensesAmended and Restated Assignment Agreement by and between 155 East Tropicana, LLC andFlorida Hooters, LLC dated March 9, 2005. 155 East Tropicana, LLC has entered into an assignmentagreement with Florida Hooters, LLC which grants 155 East Tropicana, LLC the right to use certainintellectual property in connection with the operation of a Hooters Casino Hotel. The intellectualproperty covered by this agreement is described as follows:• Hooters Trademark. 155 East Tropicana, LLC has an exclusive license to use the Hootersbrand in connection with gaming, casino or combined hotel, gaming and casino operationssolely at the property located at 155 East Tropicana Avenue, Las Vegas, Nevada.• Hooters Restaurant Concept: Pursuant to a consent from Las Vegas Wings, Inc., 155 EastTropicana, LLC has the right to use the Hooters restaurant concept at the hotel casino locatedat 155 East Tropicana Avenue, Las Vegas, Nevada. The consent permits worldwidepromotion, marketing and advertising of the hotel casino (located at 155 East TropicanaAvenue, Las Vegas, Nevada) and its services.Amended and Restated License Agreement by and between 155 East Tropicana, LLC and LagsVentures, Inc. dated March 9, 2005. 155 East Tropicana, LLC has an exclusive license to use certainintellectual property to operate and promote restaurants, taverns, lounges and bars using the marks "DanMarino's Fine Food & Spirits" and "Martini Bar," which is operated in conjunction with Dan Marino'sFine Food & Spirits, at the hotel casino (located at 155 East Tropicana Avenue, Las Vegas, Nevada).Trademark License Agreement by and between Pete & Shorty's Inc. and 155 East Tropicana, LLCdated March 11, 2005. Pete & Shorty's, Inc has granted to 155 East Tropicana, LLC a nonexclusive,royalty-free license to use the Pete & Shorty's mark in connection with a restaurant, bar and lounge at theHooters Casino Hotel (to be located at 155 East Tropicana Avenue, Las Vegas, Nevada). Pursuant to thelicense agreement, 155 East Tropicana, LLC can also use the mark in connection with affiliatedmerchandise, entertainment and casino services. However, Pete & Shorty's, Inc. has maintained the rightto obtain federal and/or state registrations for any and all additional services, other than restaurant, barand cocktail lounge services, which will be provided at the Hooters Casino Hotel (to be located at 155East Tropicana Avenue, Las Vegas, Nevada).SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - SChOOLLIOS to security agreement (FINAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 32 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 33 of 63Schedule 3—PatentsNone.SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules to security agreement (FINAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 34 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 35 of 63Schedule 4—Pledged CompaniesName of Pledged Name of Pledgor Number of Class of Percentage of CertificateCompany Shares/Units Interests Class Owned Nos.155 East Tropicana, LLC Florida Hooters LLC 66.67 Units Membership 662/3%Interests155 East Tropicana, LLC EW Common LLC 33.33 Units Membership 331/3%Interests155 East TropicanaFinance Corp.155 East Tropicana,LLC100 Common 100% • 1SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules to seCurity agreement (FINAL)1.00C

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 36 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 37 of 63Schedule 5—TrademarksOffice:Parent has filed the following Intent-To-Use Applications with the United States TrademarkMarkClass Serial NumberNippers 43 78/549,527Restaurant, bar andcocktail loungeservicesThe Bait Shop 43 78/569,441Restaurant, bar andcocktail loungeservicesThe Bait Shop 35 78/569,446Retail store servicesOwl's Nest 43 78/569,436Restaurant, bar andcocktail loungeservicesDomain Namesin use:The following domain names have been reserved by 155 East Tropicana, LLC and are currently• www.hooterscasinohotel.com• www.hootershotelcasino.com• www.hooterslasvegas.com• www.hooterslv.comThe following domain names have been reserved by 155 East Tropicana, LLC and are notcurrently in use, but such reservations will expire on August 2, 2005, unless otherwise indicated:• www.hooterscasinolasvegas.com• www.hooterscasinolv.com• www.hootershotelcasinolasvegas.com• www.hootershotelcasinolv.com• www.hootershotellasvegas.00m• www.hootershotellv.com• www.hooterslasvegascasino.com• www.hootersresortcasino.com• www.lasvegashooters.com• www.lasvegashooterscasino.com• www.lasvegashootershotel.com• www.playhooters.comSCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules 10 smutty agreement (FINAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 38 of 63• www.vegashooters.com• www.hootersresort.com (September 17, 2005)SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules to security agreement (FINAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 39 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 40 of 63Schedule 6—Commercial Tort ClaimsNone.SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules to security agreement (FINIAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 41 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 42 of 63Schedule 7—Owned Real Property155 East Tropicana, LLCThe land-based facilities and related amenities comprising the San Remo Las Vegas Casino/HotelProperty (and, after the completion of the renovations, the Hooters Casino Hotel) located at 115 and 155East Tropicana Avenue, Las Vegas, Nevada.Such real property consists of the following:162-28-101-002162-28-102-001SCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules la security agreement (FINAL)1.DOC

Case 11-22216-bam ,Doc 16-8 Entered 08/01/11 18:20:48 Page 43 of 63. .

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 44 of 63Schedule 8—List of UCC Filing JurisdictionsGrantorJurisdictions155 East Tropicana, LLC Nevada Secretary of StateClark County, Nevada155 East Tropicana Finance Corp. Nevada Secretary of StateClark County, NevadaSCHEDULES TO SECURITY AGREEMENTCREDIT FACILITY - schedules to security orpiment (FINAL)1.DOC

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 45 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 46 of 63EXHIBIT ACOPYRIGHT SECURITY AGREEMENTThis COPYRIGHT SECURITY AGREEMENT (this "Co pyright Security Agreement") is made thisday of , 200_, among Grantors listed on the signature pages hereof ( collectively, jointly andseverally, "Grantors" and each individually "Grantor"), and WELLS FARGO FOOTHILL, INC., in itscapacity as Agent for the Lender Group and the Bank Product Provider (together with its successors, the"Agent").WITNE5SETH:WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated,supplemented or otherwise modified from time to time, the "Credit Agreement") among 155 East Tropicana,LLC, a Nevada limited liability company ("Parent"), and each of Parent's Subsidiaries identified on thesignature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually a"Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), the lenders partythereto as "Lenders" ("Lenders"), and Agent, the Lender Group is willing to make certain financialaccommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of the Lender Group are willing to make the financial accommodations toBorrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantorsshall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank ProductProvider, that certain Security Agreement of even date herewith (including all annexes, exhibits or schedulesthereto, as from time to time amended, restated, supplemented or otherwise modified, the "SecurityAgreement");WHEREAS, pursuant to the Security Agreement Grantors are required to execute and deliver toAgent, for the benefit of the Lender Group and the Bank Product Provider, this Copyright Security AgreementNOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Grantors hereby agree as follows:1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have themeanings given to them in the Security Agreement and/or the Credit Agreement.2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantorhereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing firstpriority security interest in all of such Grantor's right, title and interest in, to and under the following, whetherpresently existing or hereafter created or acquired (collectively, the "Copyright Collateral"):(a) all of such Grantor's Copyrights and Copyright Intellectual Property Licenses towhich it is a party including those referred to on Schedule I hereto;(b)all reissues, continuations or extensions of the foregoing; and(c) all products and proceeds of the foregoing, including, without limitation, any claimby such Grantor against third parties for past, present or future infringement or dilution of any Copyright orany Copyright licensed under any Intellectual Property License.3. SECURITY AGREEMENT. The security interests granted pursuant to this CopyrightSecurity Agreement are granted in conjunction with the security interests granted to Agent, for the benefit ofLA/1101038A

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 47 of 63the Lender Group and the Bank Product Provider, pursuant to the Security Agreement. Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect to the security interest in theCopyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the termsand provisions of which are incorporated by reference herein as if fully set forth herein.4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any newUnited States copyrights or copyright applications, the provisions of this Copyright Security Agreement shallautomatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any suchnew copyright rights._Grantors hereby authorize Agent unilaterally to modify this Agreement by amendingSchedule I to include any future United States registered copyrights or applications therefor of Grantors.Notwithstanding the foregoing, no failure.to so modify this Copyright Security Agreement or amendSchedule I shall in any way affect, invalidate or detract from Agent's continuing security interest in allCollateral, whether or not listed on Schedule I.5. COUNTERPARTS. This Copyright Security Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, but all such separate counterparts shall togetherconstitute but one and the same instrument. In proving this Copyright Security Agreement or any other LoanDocument in any judicial proceedings, it shall not be necessary to produce or account for more than one suchcounterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a partyby facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.[SIGNATURE PAGE FOLLOWS]LA/1101038.4 3

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 48 of 63IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to beexecuted and delivered by its duly authorized officer as of the date first set forth above.By:Name:Title:By:Name:Title:ACCEPTED AND ACKNOWLEDGED BY:WELLS FARGO FOOTHILL, INC., as AgentBy:Name:Title:COPYRIGHT SECURITY AGREEMENTLA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 49 of 63SCHEDULE ITOCOPYRIGHT SECURITY AGREEMENTCOPYRIGHT REGISTRATIONSGrantor Country Copyright Registration No. Registration DateCopyright LicensesCOPYRIGHT SECURITY AGREEMENTLA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 50 of 63EXHIBIT BPATENT SECURITY AGREEMENTThis PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made this dayof , 200_, among the Grantors listed on the signature pages hereof (collectively, jointly andseverally, "Grantors" and each individually "Grantor"), and WELLS FARGO FOOTHILL, INC., in itscapacity as administrative agent for the Lender Group and the Bank Product Provider (together with itssuccessors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated,supplemented or otherwise modified from time to time, the "Credit Agreement") among 155 East Tropicana,LLC, a Nevada limited liability company ("Parent"), and each of Parent's Subsidiaries identified on thesignature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually a"Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), the lenders partythereto as "Lenders" ("Lenders"), and Agent, the Lender Group is willing to make certain fmancialaccommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of Lender Group are willing to make the financial accommodations toBorrowers as provided for in the Credit Agreement, but only upon the condition, among others, that theGrantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank ProductProvider, that certain Security Agreement of even date herewith (including all annexes, exhibits or schedulesthereto, as from.ime to time amended, restated, supplemented or otherwise modified, the "SecurityAgreement");WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver toAgent, for the benefit of the Lender Group and the Bank Product Provider, this Patent Security Agreement;NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, eachGrantor hereby agrees as follows:1. PEENED TERMS. All capitalized terms used but not otherwise defined herein have themeanings given to them in the Security Agreement and/or the Credit Agreement2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor herebygrants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first prioritysecurity interest in all of such Grantor's right, title and interest in, to and under the following, whetherpresently existing or hereafter created or acquired (collectively, the "Patent Collateral"):(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party includingthose referred to on Schedule I hereto;(b)all reissues, continuations or extensions of the foregoing; and(c) all products and proceeds of the foregoing, including, without limitation, any claim by suchGrantor against third parties for past, present or future infringement or dilution of any Patent or any Patentlicensed under any Intellectual Property License.LA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 51 of 633. SECURITY AGREEMENT. The security interests granted pursuant to this Patent SecurityAgreement are granted in conjunction with the security interests granted to Agent, for the benefit of the LenderGroup and the Bank Product Provider, pursuant to the Security Agreement. Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect to the security interest in thePatent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms andprovisions of which are incorporated by reference herein as if fully set forth herein.4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any newpatentable inventions or become entitled to the benefit of any patent application or patent for any reissue,division, or continuation, of any patent, the provisions of this Patent Security Agreement shall automaticallyapply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent rights.Without limiting Grantors' obligations under this Section 4, Grantors hereby authorize Agent unilaterally tomodify this Agreement by amending Schedule I to include any such new patent rights of Grantors.Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Scheduleshall in any way affect, invalidate or detract from Agent's continuing security interest in all Collateral, whetheror not listed on Schedule I.5. COUNTERPARTS. This Patent Security Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, but all such separate counterparts shall togetherconstitute but one and the same instrument. In proving this Patent Security Agreement or any other LoanDocument in any judicial proceedings, it shall not be necessary to produce or account for more than one suchcounterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a partyby facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.[SIGNATURE PAGE FOLLOWS]LA/1101038.4 3

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 52 of 63/N WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executedand delivered by its duly authorized officer as of the date first set forth above.By:Name:Title:By:Name:Title:ACCEPTED AND ACKNOWLEDGED BY:WELLS FARGO FOOTHILL, INC., as AgentBy:Name:Title:PATENT SECURITY AGREEMENTLA/I101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 53 of 63SCHEDULE ITOPATENT SECURITY AGREEMENTPATENT REGISTRATIONSGrantor Country Patent Registration No. Registration DatePatent LicensesPATENT SECURITY AGREEMENTLA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 54 of 63EXHIBIT CPLEDGED INTERESTS ADDENDUMThis Pledged Interests Addendum, dated as of , 20 , is delivered pursuant toSection 6 of the Security Agreement referred to below. The undersigned hereby agrees that this PledgedInterests Addendum may be attached to that certain Security Agreement, dated of even date herewith (asamended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), madeby the undersigned, together with the other Grantors named therein, to Wells Fargo Foothill, Inc., as Agent.Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in theSecurity Agreement and/or the Credit Agreement. The undersigned hereby agrees that, subject to the receiptof any approvals required under applicable Gaming Laws, the additional interests listed on this PledgedInterests Addendum as set forth below shall be and become part of the Pledged Interests pledged by theundersigned to the Agent in the Security Agreement and any pledged company set forth on this PledgedInterests Addendum as set forth below shrill be and become a "Pledged Company" under the SecurityAgreement, each with the same force and effect as if originally named therein.The undersigned hereby certifies that the representations and warranties set forth in Section 5 of theSecurity Agreement of the undersigned are true and correct as to the Pledged Interests listed herein on and asof the date hereof.1By:TitlePLEDGED INTERESTS ADDENDUMLA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 55 of 63Name of PledgorName of PledgedCompanyNumber ofShares/UnitsClass ofInterestsPercentage ofClass OwnedCertificateNos.PLEDGED INTERESTS ADDENDUMLA/I 101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 56 of 63EXHIBIT DTRADEMARK SECURITY AGREEMENTThis TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is made thisday of , 200, among Grantors listed on the signature pages hereof (collectively, jointly andseverally, "Grantors" and each individually "Grantor"), and WELLS FARGO FOOTHILL, INC., in itscapacity as Agent for the Lender Group and the Bank Product Provider (together with its successors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated,supplemented or otherwise modified from time to time, the "Credit Agreement") among 155 East Tropicana,LLC, a Nevada limited liability company ("Parent"), and each of Parent's Subsidiaries identified on thesignature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually a"Borrower", and individually and collectively, jointly and severally, as the "Borrowers"), the lenders partythereto as "Lenders" ("Lenders"), and Agent, the Lender Group is willing to make certain financialaccommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; andWHEREAS, the members of the Lender Group are willing to make the financial accommodations toBorrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantorsshall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Provider,that certain Security Agreement dated of even date herewith (including all annexes, exhibits or schedulesthereto, as from time to time amended, restated, supplemented or otherwise modified, the "SecurityAgreement");WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver toAgent, for the benefit of Lender Group and the Bank Product Provider, this Trademark Security Agreement;NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, eachGrantor hereby agrees as follows:1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have themeanings given to them in the Security Agreement and/or the Credit Agreement.2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantorhereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing firstpriority security interest in all of such Grantor's right, title and interest in, to and under the following, whetherpresently existing or hereafter created or acquired (collectively, the "Trademark Collateral"):(a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is aparty including those referred to on Schedule I hereto;(b)all reissues, continuations or extensions of the foregoing;(c) all goodwill of the business connected with the use of, and symbolized by, eachTrademark and each Trademark Intellectual Property License; and(d) all products and proceeds of the foregoing, including, without limitation, any claimby such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark orany Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated withany Trademark or any Trademark licensed under any Intellectual Property License.LA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 57 of 633. SECURITY AGREEMENT. The security interests granted pursuant to this TrademarkSecurity Agreement are granted in conjunction with the security interests granted to Agent, for the benefit ofthe Lender Group and the Bank Product Provider, pursuant to the Security Agreement. Each Grantor herebyacknowledges and affirms that the rights and remedies of Agent with respect to the security interest in theTrademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the termsand provisions of which are incorporated by reference herein as if fully set forth herein.4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any newtrademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantorsshall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extensionof any trademark registration. Without limiting Grantors' obligations under this Section 4, Grantors herebyauthorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such newtrademark rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark SecurityAgreement or amend Schedule I shall in any way affect, invalidate or detract from Agent's continuing securityinterest in all Collateral, whether or not listed on Schedule I.5. COUNTERPARTS. This Trademark Security Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, but all such separate counterparts shall togetherconstitute but one and the same instrument. In proving this Trademark Security Agreement or any other LoanDocument in any judicial proceedings, it shall not be necessary to produce or account for more than one suchcounterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a partyby facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.[signature page follows]LA/1101038A

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 58 of 63IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to beexecuted and delivered by its duly authorized officer as of the date first set forth above.By:Name:Title:By:. Name:Title:ACCEPTED AND ACKNOWLEDGED BY:WELLS FARGO FOOTHILL, INC., as AgentBy:Name:Title:TRADEMARK SECURITY AGREEMENTLA/1101038.4

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 59 of 63SCHEDULE ItoTRADEMARK SECURITY AGREEMENTTrademark Registrations/ApplicationsApplication/Grantor Country Mark App/Reg DateRegistration No.Trade NamesCommon Law TrademarksTrademarks Not Currently In UseTrademark LicensesPATENT SECURITY AGREEMENTLA/I101038A

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 60 of 63I I !i I . I II. Lll LI ' 'I, 42: 1•f rN11 +11157:11This Corporation Is authorized to Issue 75,000 Common Shares at No Par ValueTHIS CERTIFIES THAT 155 EAST TROPICANA, LLC the otorzei‘ e) one Hundred and 00/100 (100) *********************************** 16-aitt and ao-nassema 61e,*Imre& effre. aG000. gol6oration, towercreas, on# on, gro LooksTftito (poi on- dre el-epfireOvvon. or.chier catthoeisrat.Xtto,sqw, tOon .sarraulavotizis evyfficatolvribe* encloosedIn Witness Whereof, the. sad GorAoration. has- mused this Vereficato to- 6s. signed 4.fi r . its . rlo . ao.Morizedgereetio ma its. eolliorate treat to- 6erlawelortoleratei this, 8th drire March .../6 . 2005.W4isgToot- -4.r WatiAT:4Yet.k 5t-

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 61 of 6303/28/05 13:24._FAX _ 2,003Value aeceive4, Izepe6p s414 a and tngneyer-ant0-tffzer,,es,refreeenta the, aritAin. Geectificatee, cua do- Ae.-ely/ fiv.eo-ocal*con wzd woiret,.Atvviej&to tevzizeer, the, saa Jaicute& o/v the, 6,9-0-1a, &d& coithir& rtazizedCort)oratioth tlifr.ezni;tes4OatedOpfr.esence,ef

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 62 of 63

Case 11-22216-bam Doc 16-8 Entered 08/01/11 18:20:48 Page 63 of 63STOCK POWERFOR. VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto:100 shares of the no parvalue common stock of 155 East Tropicana Finance Corp., a Nevada corporation (the"Company"), which is represented by Certificate No. (the "Stock"), and herebyirrevocably constitutes and appointsas its true andlawful attorney-in-fact, with full power of substitution, to transfer the Stock on the books of theCompany.Dated this day of155 EAST TROPICANA, LLCBy:Mich I J. Hessling, Chief OperatiOfficer

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 1 of 52EXHIBIT 9

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 2 of 52111111110111111111111111111111111111111111120050329-0002524APNS: 162-28-101-002 and 162-28-102-001WHEN RECORDED MAIL TO:Paul, Hastings, Janofsky & Walker LLP515 South Flower Street, 25th FloorLos Angeles, California 90071Attention: John F. Hilson, Esq.Send Tax Bills to:155 East Tropicana, LLCdo 115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Michael HesslingFee: $48.00NIC Fee: $0.0003/29/2005 11:41:59T20050055655Requestor:LAWYERS TITLE OF NEVADAFrances Deane JKAClark County Recorder Pgs: 35DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OF RENTS ANDLEASES, AND SECURITY AGREEMENTby and from155 EAST TROPICANA, LLC, as "Grantor"toLAWYERS TITLE OF NEVADA, INC., as "Trustee"for the benefit ofWELLS FARGO FOOTHILL, INC.,in its capacity as the arranger and administrative agent, its successors and assigns, as itsinterests may appear, as "Beneficiary"Dated as of March 29, 2005THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATERECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCINGSTATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAME OF 155 EASTTROPICANA, LLC AS 'DEBTOR" AND WELLS FARGO FOOTHILL, INC. AS"SECURED PARTY." THE ORGANIZATIONAL NUMBER FOR 155 EASTTROPICANA, LLC IS NEVADA FILE NUMBER LLC13428-2004. INFORMATIONCONCERNING THE SECURITY INTEREST MAY BE OBTAINED FROMBENEFICIARY AT THE ADDRESS SET FORTH BELOW.THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM ISDEFINED IN SECTION 104.9334(8) OF THE NEVADA REVISED STATUTES ("NRS")AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF ANIMPROVEMENT UPON LAND.NY55/440321.5

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 3 of 52DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OF RENTS ANDLEASES, AND SECURITY AGREEMENT(Nevada)THIS DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OFRENTS AND LEASES, AND SECURITY AGREEMENT (this "Deed of Trust") is dated asof March 29, 2005, by and from 155 EAST TROPICANA, LLC, a Nevada limited liabilitycompany ("Grantor"), whose address is do 115 East Tropicana Avenue, Las Vegas, Nevada89109, Attention: Michael Hessling, to LAWYERS TITLE OF NEVADA INC. ("Trustee"),whose address is 1210 South Valley View, Las Vegas, Nevada 89102 for the benefit ofWELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arrangerand administrative agent, its successors and assigns, as its interests may appear ("Agent")pursuant to the Credit Agreement (as defined below), whose address is 2450 ColoradoAvenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with itssuccessors and assigns, is referred to herein as "Beneficiary").THIS INSTRUMENT SECURES FUTURE ADVANCES. THE MAXIMUMAMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $15,000,000. THISINSTRUMENT IS TO BE GOVERNED BY THE PROVISIONS OF NRS 106.300THROUGH NRS 106.400 INCLUSIVE. WITHOUT LIMITING THE FOREGOING, ANYAND ALL FUTURE ADVANCES BY AGENT OR LENDERS TO BORROWERS MADEFOR THE IMPROVEMENT, PROTECTION OR PRESERVATION OF TEE TRUSTPROPERTY (AS DEFINED HEREIN), TOGETHER WITH INTEREST AT THE RATEAPPLICABLE TO OVERDUE PRINCIPAL SET FORTH IN THE CREDIT AGREEMENT,SHALL BE AUTOMATICALLY SECURED HEREBY UNLESS SUCH A DOCUMENTEVIDENCING SUCH ADVANCES SPECIFICALLY RECITES THAT IT IS NOTINTENDED TO BE SECURED HEREBY AND THE PAYMENT OF ALL SUMSEXPENDED OR ADVANCED BY AGENT OR LENDERS UNDER OR PURSUANT TOTHE TERMS HEREOF OR THE CREDIT AGREEMENT OR TO PROTECT THESECURITY HEREOF, TOGETHER WITH INTEREST THEREON AS HEREINPROVIDED (WITHOUT LIMITING THE GENERALITY OF THE PROTECTIONSAFFORDED BY NRS CHAPTER 106) FUNDS DISBURSED THAT, IN THEREASONABLE EXERCISE OF AGENT'S JUDGMENT, ARE NEEDED FORIMPROVING PROPERTY OR TO PROTECT LENDER'S SECURITY IN THE TRUSTPROPERTY (AS DEFINED HEREIN) ARE TO BE DEEMED OBLIGATORYADVANCES HEREUNDER AND WILL BE. ADDED TO THE TOTAL INDEBTEDNESSBY THIS DEED OF TRUST AND SUCH INDEBTEDNESS SHALL BE INCREASEDACCORDINGLY.THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDITOBLIGATIONS WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING.INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE WHICHMAY FLUCTUATE FROM TIME TO TIME.NY55/440321.5 2

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 4 of 52Certain provisions of this Deed of Trust may be subject to the laws, rules andregulations of the Gaming Authorities (as defined herein).RECITALS:WHEREAS, reference is made to that certain Credit Agreement dated as of thedate hereof (as it may be amended, restated, supplemented or otherwise modified heretoforeor hereinafter from time to time, the "Credit Agreement"), is being entered into by (i) Agent,(ii) the Lenders (as defined in the Credit Agreement), (iii) Grantor, and (iv) each of Grantor'sSubsidiaries (as defined in the Credit Agreement) identified on the signature pages therein,which Credit Agreement provides for a revolving loan in the principal amount as specified insaid Credit Agreement. Grantor and each of Grantor's Subsidiaries identified on the signaturepages to the Credit Agreement are collectively referred to herein as "Borrowers".WHEREAS, Agent and the Lenders are unwilling to enter into the CreditAgreement and make available to Borrowers the credit facilities provided therein unlessGrantor, among other things, secures the Obligations of Borrowers under the CreditAgreement and the other Loan Documents (as such terms are defined in the CreditAgreement) by delivering this Deed of Trust.WHEREAS, Grantor is receiving a good and valuable benefit, the sufficiencyand receipt of which is• hereby acknowledged, from Agent and Lenders entering into theCredit Agreement with Grantor and the other Borrowers.ARTICLE 1DEFINITIONSSection 1.1 Definitions. All capitalized terms used herein withoutdefinition shall have the respective meanings ascribed to them in the Credit Agreement. Asused herein, the following terms shall have the following meanings:(a)term in Article 5 hereof."Event of Default": shall have the meaning ascribed to such(b) "Gaming Authorities": means any agency, authority, board,bureau, commission, department, office or instrumentality of any nature whatsoever of theUnited States federal government, any foreign government, any state, province or city or otherpolitical subdivision or otherwise, whether now or hereafter existing, or any officer or officialthereof, including, without limitation, the Nevada Gaming Commission, the Nevada StateGaming Control Board, the Clark County Liquor and Gaining Licensing Board, and any otheragency, in each case, with authority to regulate any gaming operation (or proposed gamingoperation) owned, managed or operated by any of the Borrowers.KY551440321.5 3

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 5 of 52(c) "Indebtedness": All obligations of the Borrowers toBeneficiary, including, without limitation, (1) the repayment of all amounts outstanding fromtime to time under the Credit Agreement and the other Loan Documents, with suchindebtedness maturing on the Maturity Date, including principal, interest (including allinterest that, but for the provisions of the Bankruptcy Code (as herein defined), would haveaccrued), and other amounts which may now or hereafter be advanced as Advances, (2) thefull and prompt performance of any and all repayment, fee, and indemnification obligationswith respect to any Letters of Credit, (3) fees, costs, expenses, charges and indemnificationobligations accrued, incurred or arising in connection with any Loan Document, (4) any andall future advances made pursuant to the terms of the Credit Agreement, and (5) all otherpayment Obligations. The Credit Agreement contains a revolving credit facility that permitsBorrowers to borrow certain principal amounts, repay all or a portion of such principalamounts, and reborrow the amounts previously paid to Beneficiary, all upon satisfaction ofcertain conditions stated in the Credit Agreement. This Deed of Trust secures all Advancesand re-advances under the revolving credit feature of the Credit Agreement.(d) "Intangible Property": means any and all intangible personalproperty owned, used or maintained in connection with any of the Trust Property or theoperation of any hotel, casino, restaurant, store, parking facility, special events arena, themepark or any other commercial operations thereon, including, without limitation, (a) the rightsto use all names and all derivations thereof now or hereafter used by Grantor in connectionwith the Land (as defined herein), or the Improvements (as defined herein), together with thegoodwill associated therewith, and all names, logos, and designs used by Grantor, or inconnection with the Land or the Improvements or in which Grantor has rights, with theexclusive right to use such names, logos and designs wherever they are now or hereafter usedin connection with the Land or the Improvements, and any and all other trade names,trademarks or service marks, whether or not registered, now or hereafter used in the operationof the Land or the Improvements, including, without limitation, any interest as a licensee orfranchisee, and, in each case, together with the goodwill associated therewith; (b) maps, plans,specifications, surveys, studies, tests, reports, data and drawings relating to the developmentof the Land or the Improvements and the construction of the Improvements, including,without limitation, all marketing plans, feasibility studies, soil tests, design contracts and allcontracts and agreements of Grantor relating thereto and all architectural, structural,mechanical and engineering plans and specifications, studies, data and drawings prepared foror relating to the development of the Land or the Trust Property (as defined herein) or theconstruction, renovation or restoration of any of the Improvements or the extraction ofminerals, sand, gravel or other valuable substances from the Land; (c) any and all books,records, customer lists (including lists or information derived from or related to the PlayerTracking System described within the definition of "Tangible Property"), concessionagreements, supply or service contracts, licenses, permits, governmental approvals (to theextent such licenses, permits and approvals may be pledged under applicable law), signs,goodwill, casino and hotel credit and charge records, supplier lists, checking accounts, safedeposit boxes (excluding the contents of such deposit boxes owned by persons other than theNY55/440321.5 4

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 6 of 52Borrower), cash, instruments, any and all "chattel paper" as such term is defined in Section 9-102 of the UCC, documents, unearned premiums, deposits, refunds, including, but not limitedto, income tax refunds, prepaid expenses, rebates, tax and insurance escrow and impoundaccounts, if any, actions and rights in action, and all other claims, and all other contract rightsand general intangibles resulting from or used in connection with the operation of the TrustProperty and in which Grantor now or hereafter has rights; (d) all of Grantor's documents,instruments, contract rights, and general intangibles including, without limitation, allinsurance policies, permits, licenses, franchises and agreements required for the use,occupancy or operation of the Land, or any of the Improvements; (e) general intangibles,vacation license resort agreements or other time share license or right to use agreements withrespect to the Land, the Improvements and/or the business being conducted thereon,including, without limitation, all rents, issues, profits, income and maintenance fees resultingtherefrom; whether any of the foregoing is now owned or hereafter acquired and (f) any andall licenses, permits, approvals (to the extent such licenses, permits and approvals are notprohibited from being pledged under applicable law), variances, special permits, franchises,certificates, rulings, certifications, validations, exemptions, filings, registrations,authorizations, consents, approvals, waivers, orders, rights and agreements (including options,option rights and contract rights) now or hereafter obtained by Grantor from anygovernmental, administrative or regulatory agency, authority, department, commission, board,bureau or instrumentality of the United States, any state of the United States, or any politicalsubdivision thereof, including, without limitation, any Gaming Authority, or any court,arbitrator or quasi-judicial authority having or claiming jurisdiction over the Land, theTangible Property, or any other element of the Trust Property or providing access thereto, orthe operation of any business on, at, or from the Land, including, without limitation, anygaming licenses.(e) "Inventory": as such term is defined in Section 9-102 of theUCC, including, without limitation, and in any event, all goods (whether such goods are in thepossession of the Grantor or a lessee, bailee or other person for sale, lease, storage, transit,processing, use or otherwise and whether consisting of whole goods, spare parts, components,supplies, materials or consigned or returned or repossessed goods) which are held for sale orlease or are to be furnished (or which have been furnished) under any contract of service orwhich are raw materials or work in progress or materials used or consumed in any ofGrantor's businesses;(f) . "Obligations": All of the agreements, covenants, conditions,warranties, representations and other obligations of the Borrowers under the CreditAgreement and the other Loan Documents, including, but not limited to, the "Obligations," asdefined in the Credit Agreement, but specifically excluding the Bank Product Obligations.This Deed of Trust is not security or collateral for the Bank Product Obligations.(g) "Permitted Liens": shall have the meaning ascribed to suchterm in the Credit Agreement.NY55/440321.5 5

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 7 of 52Property.(h) "Personalty": means the Intangible Property and the Tangible(i) "Security Agreement": means that certain Security Agreementdated as of the date hereof by and among the Agent and the grantors listed on the signaturepages thereof and those additional entities that may become parties thereto by executing theform of Supplement attached thereto as Annex 1.(j) "Tangible Property": means any and all tangible personalproperty, including, without limitation, all goods, equipment, supplies, building and othermaterials of every nature whatsoever and all other tangible personal property constituting apart or portion of the Trust Property and/or used in the operation of any hotel, casino,restaurant, store, parking facility, special events arena, theme park, and any other commercialoperations on the Trust Property, including, but not limited to, Inventory, communicationsystems, visual and electronic surveillance systems and transportation systems and notconstituting a part of the real property subject to the lien of this Deed of Trust and includingall property and materials stored on all or any portion of the Trust Property in which Grantorhas an interest and all tools, utensils, food and beverage, liquor, uniforms, linens,housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material,blueprints, surveys, plans and other documents relating to the Land or the Improvements, andall construction materials and all Fixtures (as defined herein), including, but not limited to, allgaming equipment and devices which are used in connection with the operation of the TrustProperty and those items of Fixtures which are purchased or leased by Grantor, machineryand any other item of personal property in which Grantor now or hereafter owns or acquiresan interest or right, and which are used or useful in the construction, operation, use andoccupancy of the Trust Property; to the extent permitted by the applicable contract orApplicable Law (as defined herein), all financial equipment, computer equipment, playertracking systems (including all computer hardware, operating software programs and all right,title and interest in and to any applicable license therefore, the "Player Tracking Systems"),calculators, adding machines, video game and slot machines, and any other electronicequipment of every nature used or located on any part of the Trust Property, and all presentand future right, title and interest of Grantor in and to any casino operator's agreement,license agreement or sublease agreement used in connection with the Trust Property.(k) "Trust Property": All of Grantor's right, title and interest inand to (1) the fee interest in the real property described on Exhibit A attached hereto andincorporated herein by this reference, together with any greater estate therein now owned oras hereafter may be acquired by Grantor (the "Land"), (2) all improvements now owned orhereafter acquired by Grantor, now or at any time situated, placed or constructed upon theLand (the "Improvements"; the Land and Improvements are collectively referred to herein asthe "Premises"), (3) all materials, supplies, equipment, apparatus and other items of personalproperty now owned or hereafter acquired by Grantor and now or hereafter attached to orinstalled in any of the Improvements or the Land, and water, gas, electrical, telephone, stormand sanitary sewer facilities and all other utilities whether or not situated in easements (theNY55/440321.5 6

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 8 of 52"Fixtures"), (4) all reserves, escrows or impounds required under the Credit Agreement andall deposit accounts maintained by Grantor with respect to the Trust Property (the "DepositAccounts"), (5) those certain lease agreements described in Exhibit B-1 attached hereto andby this reference incorporated herein, as they may be amended, modified and extended thereof(collectively, the "Ground Leases") by and between Eastern & Western Hotel Corporation,as lessee, and Grantor, as lessor, as the same may be amended, restated, renewed or extendedfrom time to time, (6) all existing and future leases, subleases, licenses, concessions,occupancy agreements, lease guarantees or other agreements (written or oral, now or at anytime in effect) which grant to any Person a possessory interest in, or the right to use oroccupy, all or any part of the Trust Property, whether made before or after the filing by oragainst Grantor of any petition for relief under the Bankruptcy Code, together with anyextension, renewal or replacement of the same and together with all related security and otherdeposits (and together with the Ground Leases, the "Leases"), (7) all of the rents, additionalrents, revenues, royalties, income, proceeds, profits, early termination fees or payments,security and other types of deposits, and other benefits paid or payable by parties to theLeases for using, leasing, licensing, possessing, operating from, residing in, selling orotherwise enjoying the Trust Property or any part thereof, whether paid or accruing before orafter the filing by or against Grantor of any petition for relief under the Bankruptcy Code,including, without limitation, all rights to payment for hotel room occupancy by hotel guests,which includes any payment or monies received or to be received in whole or in part, whetheractual or deemed to be, for the sale of services or products in connection therewith and/or inconnection with such occupancy, advance registration fees by hotel guests, tour or junketproceeds and deposits for conventions and/or party reservations (collectively, the "Rents"),(8) all other agreements, such as construction contracts, architects' agreements, engineers'contracts, utility contracts, maintenance agreements, management agreements, servicecontracts, listing agreements, guaranties, warranties, permits, licenses, certificates andentitlements in any way relating to the construction, use, occupancy, operation, maintenance,enjoyment or ownership of the Trust Property (the "Property Agreements"), (9) all rights,privileges, tenements, hereditaments, rights-of-way, easements, appendages andappurtenances appertaining to the foregoing, (10) all property tax refunds, utility refunds andrebates, earned . or received at any time (the "Tax Refunds"), (11) all accessions,replacements and substitutions for any of the foregoing and all proceeds thereof (the"Proceeds"), (12) all insurance policies, unearned premiums therefor and proceeds from suchpolicies covering any of the above property now or hereafter acquired by Grantor (the"Insurance"), (13) any awards, damages, remunerations, reimbursements, settlements orcompensation heretofore made or hereafter to be made by any governmental authoritypertaining to the Land, Improvements or Fixtures (the "Condemnation Awards"), (14) all ofGrantor's rights to appear and defend any action or proceeding brought with respect to theTrust Property and to commence any action or proceeding to protect the interest of Grantor inthe Trust Property, (15) all rights, powers, privileges, options and other benefits of Grantor aslessor under the Leases, including, without limitation, the immediate and continuing right toclaim for, collect and receive all Rents payable or receivable under the Leases or pursuantthereto (and to apply the same to the payment of the Indebtedness and the Obligations), and toNPI551440321.5 7

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 9 of 52do all other things which Grantor or any lessor is or may become entitled to do under theLeases, (16) all water rights, water stock, water permits and other rights to the use of waterthat are now or that may be hereinafter used in connection with the said Trust Property, or anypart thereof, or any improvements or appurtenances thereto, (17) all oil and gas and othermineral rights, if any, in or pertaining to the Land and all royalty, leasehold and other rights ofGrantor pertaining thereto, and (18) all right, title and interest of Grantor in and to all otherTangible Property and Intangible Property (except, with respect to Gaming Licenses, asprohibited by the Gaming Laws) now or at any time hereafter located on or appurtenant to theTrust Property and used or useful in connection with the ownership, management or operationof the Trust Property, including, without limitations, the Personalty. As used in this Deed ofTrust, the term "Trust Property" shall mean all or, where the context permits or requires, anyportion of the above or any interest therein. THE TERM "TRUST PROPERTY" ISINTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICHBENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTERESTUNDER SEPARATE INSTRUMENTS AND (II) THE EXCLUDED ASSETS, AS SUCHTERM IS DEFINED IN THE SECURITY AGREEMENT.(1) "UCC": The Uniform Commercial Code of the State ofNevada or, if the creation, perfection and enforcement of any security interest herein grantedis governed by the laws of a state other than the State of Nevada, then, as to the matter inquestion, the Uniform Commercial Code in effect in that state.ARTICLE 2GRANTSection 2.1 Grant. For and in consideration of good and valuableconsideration, the receipt and sufficiency whereof are hereby acknowledged, and in order tosecure the indebtedness and other obligations of Grantor herein set forth, to secure the full andtimely payment of the Indebtedness and the full and timely performance of the Obligations,Grantor hereby GRANTS, BARGAINS, ASSIGNS, TRANSFERS, SELLS, WARRANTSand CONVEYS, the Trust Property to Trustee, subject, however, to the Permitted Liens,TO HAVE AND TO HOLD the Trust Property and all parts, rights and appurtenances thereofto Trustee, IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself, itssuccessors and assigns to WARRANT AND FOREVER DEFEND the title to the TrustProperty unto Trustee.TO HAVE AND TO HOLD the Trust Property, together with all and singularthe parts, rights, privileges, hereditaments, and appurtenances thereto in any ways belongingor appertaining, to the use, benefit, and behoof of Trustee, its successors and assigns, in trustfor the benefit of Beneficiary, in fee simple forever. Notwithstanding anything to the contrarycontained in the immediately preceding sentence, Grantor hereby agrees and acknowledgesthat the Indebtedness secured by this Deed of Trust includes a revolving loan and is intendedto secure future advances; accordingly, this Deed of Trust shall not be canceled by the full andNY551440321.5 8

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 10 of 52complete repayment of the Indebtedness, so long as the Credit Agreement remains in forceand effect.ARTICLE 3WARRANTIES, REPRESENTATIONS AND COVENANTSGrantor warrants, represents and covenants to Beneficiary as follows:Section 3.1 Title to Trust Property and Lien of this Instrument. Grantorhas (i) good, marketable and insurable fee simple title to the Land and owns all Improvementslocated thereon, and (ii) good title to the balance of the Trust Property owned by it, each ofthe foregoing free and clear of all Liens whatsoever except the Permitted Liens. Grantor,subject to the Gaming Laws, has the full power and lawful authority to encumber the TrustProperty in the manner and form set forth in this Deed of Trust. This Deed of Trust createsvalid, enforceable first priority liens and security interests against the Trust Property.Section 3.2 First Lien Status. Grantor shall preserve and protect the firstlien and security interest status of this Deed of Trust and the other Loan Documents. If anylien or security interest, other than the Permitted Liens, is asserted against the Trust Property,Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed written notice ofsuch lien or security interest (including origin, amount and other terms), and (b) pay theunderlying claim in full or take such other action so as to cause it to be released or contest thesame in compliance with the requirements of the Credit Agreement (including therequirement of providing a bond or other security satisfactory to Beneficiary).Section 3.3 Payment and Performance. Grantor shall pay theIndebtedness when due under the Loan Documents and shall perform or cause the Borrowersto perform the Obligations in full when they are required to be performed.Section 3.4 Replacement of Fixtures. Grantor shall not, without the priorwritten consent of Beneficiary, permit any of the Fixtures to be removed at any time from theLand or Improvements, unless the removed item is removed temporarily for maintenance andrepair or, if removed permanently, is obsolete and is replaced by an article of equal or bettersuitability and value, owned by Grantor subject to the liens and security interests of this Deedof Trust and the other Loan Documents, and free and clear of any other lien or securityinterest except such as may be permitted under the Credit Agreement or first approved inwriting by Beneficiary.Section 3.5 Inspection. Grantor shall permit Beneficiary and its agents,representatives and employees to inspect the Trust Property and all books and records ofGrantor located thereon, and to conduct such environmental and engineering studies asBeneficiary may require. Provided that no Event of Default exists, all such testing andinvestigation shall be conducted at reasonable times and upon reasonable prior notice toNY55/440327.5 9

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 11 of 52Grantor. Beneficiary shall restore the Trust Property to the condition it was in immediatelyprior to such testing and investigation.Section 3.6 Contracts. Each material contract which is part of the TrustProperty (each, a "Contract"), (i) is the genuine, legal, valid, and binding obligation ofGrantor, (ii) is enforceable against Grantor in accordance with its terms, (iii) is in full forceand effect and is, to the best knowledge of Grantor, not subject to any setoffs, defenses,overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted oralleged as to any Contract, and (iv) is, to the best knowledge of Grantor, in all materialrespects, in compliance with all applicable laws, including, without limitation, the GamingLaws, whether federal, state, local or foreign ("Applicable Laws"). No Grantor nor, to thebest knowledge of Grantor, any other party to any Contract is in default in the performance orobservance of any of the terms thereof. No party to any Contract is the United Statesgovernment or an instrumentality thereof.Section 3.7 Leases. Grantor has delivered to Beneficiary true, correct andcomplete copies of all Leases, including all amendments thereof and modifications thereto.Each Lease (i) is the genuine, legal, valid and binding obligation of Grantor, (ii) isenforceable against Grantor and, to the best knowledge of Grantor, each other party thereto, inaccordance with its terms, (iii) is in full force and effect and, to the best knowledge ofGrantor, is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor haveany of the foregoing been asserted or alleged as to any Lease, and (iv) is, to the bestknowledge of Grantor, in compliance with all Applicable Laws. Subject to Article 7, Grantorcovenants and agrees as follows:(a) Grantor shall pay all sums to be paid by Grantor under anyLease and shall diligently perform and observe all covenants, agreements and obligations ofthe lessee set forth in each Lease, and not to commit, suffer or permit any material breachthereof. Any default by Grantor as lessor under any of the Leases or breach of an obligationthereunder shall be a default hereunder, provided that such shall not constitute a defaulthereunder until the expiration of any applicable notice and grace period under the applicableLease and the failure of Grantor to cure such default or breach under the applicable Leasewithin such grace period.(b) Grantor shall give prompt notice to Beneficiary of the actualreceipt by it of written notice of default served on Grantor by lessee, and shall promptlyfurnish to Beneficiary all information that it may reasonably request concerning theperformance by Grantor of the covenants contained in any Lease, including, withoutlimitation, evidence of payment of rent, taxes, insurance premiums and operating expenses.(c) Grantor shall not surrender any Lease (except a surrender uponthe expiration of the term of the applicable Lease or upon the termination by the lesseethereunder pursuant to the provisions thereof), or any portion thereof or of any interesttherein, and no termination of any Lease, by Grantor as lessor thereunder, shall be valid orNY55/440321 S 10

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 12 of 52effective, and subject to the terms of the applicable Lease, such Lease shall not be surrenderedor canceled, amended, other than in immaterial respects, or subordinated to any fee mortgage(except as set forth in the Credit Agreement), to any lease, or to any other interest, eitherorally or in writing, without the prior written consent of Beneficiary so long as this Deed ofTrust is in effect. Any attempted surrender, amendment (except in immaterial respects)cancellation or termination of any Lease other than as expressly permitted pursuant to theterms thereof by Grantor without obtaining the prior written consent of Beneficiary shall benull and void and without force and effect on the Lease, and such attempt shall constitute adefault hereunder.(d) Grantor hereby warrants the quiet and peaceful possession ofthe Trust Property to Beneficiary for so long as the Deed of Trust is in effect and furtherwarrants and agrees to defend the leasehold estate created under each Lease for the remainderof the term set forth therein against each and every person claiming the same or any partthereof.(e) Grantor shall use its commercially reasonable efforts (notincluding the payment of any money or other consideration to any third party) to obtain fromtime to time, promptly after request by Beneficiary and at no cost to Beneficiary, a tenant'sestoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.(f) If at any time Grantor fails to comply in any material respectwith any of Grantor's material obligations under any Lease and the lessee notifies Beneficiarythereof, then Beneficiary or Trustee may, but without obligation to do so and after providingreasonable notice to Grantor (provided that no notice shall be required in the event of anemergency or if the Lease is in danger of being terminated) and without releasing Grantorfrom any obligation hereunder or removing or waiving any default hereunder, perform onbehalf of Grantor any such obligations, and any and all reasonable costs and expenses(including, without limitation, reasonable attorneys' fees) incurred by Beneficiary or Trusteein connection therewith shall be repayable upon demand by Grantor, with interest thereon asset forth in the Credit Agreement, and shall be secured hereby; provided that the foregoingshall not be construed to require Beneficiary or Trustee to incur any expense or take anyaction with respect to Grantor's failure to comply with any of Grantor's obligations under anyLease.(g) Grantor, promptly upon receiving written notice of a breach bylessee (or by any receiver, trustee, custodian, or other party that succeeds the rights of lessee)or of any inability of lessee to perform the terms and provisions of any Lease (including,without limitation, by reason of a termination, rejection, or disaffirmance by lessee pursuantto any Bankruptcy Laws), which would materially impair the value of any Lease, shall notifyBeneficiary in writing of any such breach or inability. Grantor hereby assigns to Beneficiarythe proceeds of any claims that Grantor may have against lessee for any such breach orinability by lessee. So long as no Event of Default has occurred and is continuing, Grantorshall have the sole right to proceed against lessee on Grantor's and Beneficiary's behalf and toW55/440321.5 1 1

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 13 of 52receive and retain all proceeds of such claims except as otherwise provided in the CreditAgreement; during the continuance of an Event of Default, Beneficiary shall have the soleright to proceed against lessee, and Grantor shall cooperate with Beneficiary in suchendeavor. Grantor shall, at its expense, diligently prosecute any such proceedings, shalldeliver to Beneficiary copies of all papers served in connection therewith, and shall consultand cooperate with Beneficiary and its attorneys and agents, in the carrying on and defense ofany such proceedings.(h) Notwithstanding anything to the contrary in this paragraph, ifthere is an Event of Default which remains uncured, then Beneficiary shall have the right, butnot the obligation, to conduct and control, through counsel of Beneficiary's choosing, alllitigation and other proceedings under the Bankruptcy Laws relating to lessee; and anyreasonable expenses incurred by Beneficiary in such litigation and proceedings shall beadditional Indebtedness of Grantor secured by this Deed of Trust, shall bear interest as setforth in the Credit Agreement and shall be payable by Grantor upon demand. No settlementof any such proceeding shall be made by Grantor without Beneficiary's prior written consent.(i) In addition to any and all other assignments contained in thisDeed of Trust, Grantor hereby absolutely, presently and unconditionally assigns, transfers,and set over to Beneficiary all of Grantor's claims and rights to the payment of damages, andany other remedies available to Grantor, arising from any rejection of any Lease by lesseethereunder pursuant to any Bankruptcy Law. This assignment constitutes a present, absolute,irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, andshall continue in effect until all the Indebtedness and Obligations secured by this Deed ofTrust shall have been satisfied and discharged in full.Notwithstanding the foregoing, so long as no Event of Default has occurredand is continuing, Grantor shall have an absolute license to assert and settle any and all suchclaims, and to receive and apply all proceeds thereof as Grantor shall determine in itsdiscretion.Section 3.8 Construction of Improvements. All Improvements have beenand will be constructed in all material respects in accordance with Applicable Laws and allrequirements of Governmental Authorities and governmental approvals. To the bestknowledge of Grantor, the Improvements are free from latent and patent defects, and do notrequire any material repairs, reconstruction or replacement on the date hereof (except for anymaterial repairs, reconstruction or replacement that do not have a material adverse effect onthe value of the Improvements and do not materially and adversely affect Grantor's use andoperation of the Improvements).Section 3.9 Other Covenants. All of the covenants in the CreditAgreement are incorporated herein by reference and, together with covenants in this Article 3,shall, to the extent applicable, be covenants running with the land.N11'55/440321.5 12

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 14 of 52Section 3.10 Condemnation Awards and Insurance Proceeds.(a) Condemnation Awards. There are no pending or, to the bestknowledge of Grantor, threatened condemnation or eminent domain proceedings against theTrust Property or any part thereof. Grantor, immediately upon obtaining knowledge of theinstitution of any proceedings for the condemnation of the Trust Property or any portionthereof, will notify Beneficiary of the pendency of such proceedings. Except as set forth inthe Credit Agreement, Beneficiary may participate in any such proceedings and Grantor fromtime to time will deliver to Beneficiary all instruments requested by it to permit suchparticipation. Grantor assigns all awards and compensation to which it is entitled for anycondemnation or other taking, or any purchase in lieu thereof, to Beneficiary and authorizesBeneficiary to collect and receive such awards and compensation and to give proper receiptsand acquittances therefor, subject to the terms of the Credit Agreement. Grantor herebywaives all rights to such awards and compensation described in the foregoing sentence.Grantor, upon request by Beneficiary, shall make, execute and deliver any and all instrumentsrequested for the purpose of confirming the assignment of the aforesaid awards andcompensation to Beneficiary free and clear of any liens, charges or encumbrances of any kindor nature whatsoever.(b) Insurance Proceeds. Grantor assigns to Beneficiary all proceedsof any insurance policies insuring against loss or damage to the Trust Property. Except as setforth in the Credit Agreement, Grantor authorizes Beneficiary to collect and receive suchproceeds and authorizes and directs the issuer of each of such insurance policies to makepayment for all such losses directly to Beneficiary, instead of to Grantor and Beneficiaryjointly, as more specifically described in the Credit Agreement. In the event that the issuer ofsuch insurance policy fails to disburse directly or solely to Beneficiary but disburses insteadeither solely to Grantor or to Grantor and Beneficiary, jointly, Grantor shall immediatelyendorse and transfer such proceeds to Beneficiary. Upon Grantor's failure to do so,Beneficiary may execute such endorsements or transfers from and in the name of Grantor, andGrantor hereby irrevocably appoints Beneficiary as Grantor's agent and attorney-in-fact so todo.Section 3.11 Costs of Defending and Upholding the Lien. If any action orproceeding is commenced to which action or proceeding Trustee or Beneficiary is made aparty or in which it becomes necessary for Trustee or Beneficiary to defend or uphold the lienof this Deed of Trust including any extensions, renewals, amendments or modificationsthereof, Grantor shall, on demand, reimburse Trustee and Beneficiary for all expenses(including, without limitation, reasonable attorneys' fees and reasonable appellate attorneys'fees) incurred by Trustee or Beneficiary in any such action or proceeding and all suchexpenses shall be secured by this Deed of Trust. In any action or proceeding to foreclose thisDeed of Trust or to recover or collect the Indebtedness, the provisions of law relating to therecovering of costs, disbursements and allowances shall prevail unaffected by this covenant.ITY55440321.5 13

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 15 of 52Section 3.12 TRANSFER OF THE SECURED PROPERTY. EXCEPTAS EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF THE CREDITAGREEMENT, GRANTOR SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER,CREATE A SECURITY INTEREST IN, LEASE, OR OTHERWISE HYPOTHECATE, ALLOR ANY PORTION OF THE TRUST PROPERTY WITHOUT THE PRIOR WRITTENCONSENT OF BENEFICIARY. THE CONSENT BY BENEFICIARY TO ANY SALE,TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN,LEASE, OR OTHER HYPOTHECATION OF, ANY PORTION OF THE TRUSTPROPERTY SHALL NOT BE DEEMED TO CONSTITUTE A NOVATION OR ACONSENT TO ANY FURTHER SALE, TRANSFER, PLEDGE, ENCUMBRANCE,CREATION OF A SECURITY INTEREST IN, LEASE, OR OTHER HYPOTHECATION,OR TO WAIVE THE RIGHT OF BENEFICIARY, AT ITS OPTION, TO DECLARE THEINDEBTEDNESS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE,WITHOUT NOTICE TO GRANTOR OR ANY OTHER PERSON OR ENTITY, EXCEPTAS MAY BE REQUIRED PURSUANT TO THE TERMS OF ANY APPLICABLE LEASE,UPON ANY SUCH SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF ASECURITY INTEREST, LEASE, OR OTHER HYPOTHECATION TO WHICHBENEFICIARY SHALL NOT HAVE CONSENTED.Section 3.13 Security Deposits. To the extent required by law, or after anEvent of Default has occurred and during its continuance, if required by Beneficiary, allsecurity deposits of tenants of the Trust Property shall be treated as trust funds not to becommingled with any other funds of Grantor. Within twenty (20) days after request byBeneficiary, Grantor shall furnish satisfactory evidence of compliance with this Section 3.13,as necessary, together with a statement of all security deposits deposited by the tenants andcopies of all Leases not theretofore delivered to Beneficiary, as requested thereby, certified byGrantor.ARTICLE 4Intentionally Deleted.• ARTICLE 5DEFAULTSection 5.1 Events of Default. The occurrence of any of the followingevents shall constitute an event of default under this Deed of Trust (each an "Event ofDefault"):(a) an "Event of Default" (as such term is defined in the CreditAgreement) shall have occurred;NY55/440321 5 14

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 16 of 52(b)forth in this Deed of Trust;Grantor's breach of any of its covenants and/or obligations set(c) if any material misstatement or misrepresentation exists now orhereafter in any warranty or representation set forth in Article 3 hereof; or(d) an "Event of Default" (as such term is defined in that certainLeasehold Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and SecurityAgreement dated as of the date hereof by and from Eastern & Western Hotel Corporation toTrustee for the benefit of Beneficiary).ARTICLE 6REMEDIES AND FORECLOSURESection 6.1 Remedies. If an Event of Default occurs and is continuingbeyond any applicable notice and cure period, Beneficiary may, at Beneficiary's election andby or through Trustee or otherwise, exercise any or all of the following rights, remedies andrecourses, subject to the Gaming Laws:(a) To the extent permitted under the Credit Agreement, declare theIndebtedness to be immediately due and payable, without further notice, presentment, protest,notice of intent to accelerate, notice of acceleration, demand or action of any naturewhatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shallbecome immediately due and payable.(b) Notify all tenants of the Premises and all others obligated onleases of any part of the Premises that all rents and other sums owing on leases have beenassigned to Beneficiary and are to be paid directly to Beneficiary, and to enforce payment ofall obligations owing on leases, by suit, ejectment, cancellation, releasing, reletting orotherwise, whether or not Beneficiary has taken possession of the Premises, and to exercisewhatever rights and remedies Beneficiary may have under any assignment of rents and leases.Upon the occurrence of an Event of Default and continuing beyond any applicable notice andcure period, Beneficiary shall be the attorney-in-fact of Grantor with respect to any and allmatters pertaining to the Trust Property with full power and authority to give instructions withrespect to the collection and remittance of payments, to endorse checks, to enforce the rightsand remedies of Grantor, and to execute on behalf of Grantor and in Grantor's name anyinstruction, agreement or other writing required therefor. This power shall be irrevocable anddeemed to be a power coupled with an interest.(c) As and to the extent permitted by Applicable Law, enter theTrust Property, either personally or by its agents, nominees or attorneys, and take exclusivepossession thereof and thereupon, Beneficiary may (i) use, operate, manage, control, insure,maintain, repair, restore and otherwise deal with all and every part of the Premises andconduct business thereat; (ii) complete any construction on the Premises in such manner andNY55/440321.5 1 5

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 17 of 52form as Beneficiary deems advisable in the reasonable exercise of its judgment; (iii) exerciseall rights and power of Grantor with respect to the Premises, whether in the name of Grantor,or otherwise, including, without limitation, the right to make, cancel, enforce or modifyleases, obtain and evict tenants, and demand, sue for, collect and receive all earnings, revenues,rents, issues, profits and other income of the Premises and every part thereof, whichrights shall not be in limitation of Beneficiary's rights under any assignment of rents andleases securing the Indebtedness; and (iv) pursuant to the provisions of the Credit Agreement,apply the receipts from the Premises to the payment of the Indebtedness, after deductingtherefrom all expenses (including, without limitation, attorneys' fees) incurred in connectionwith the aforesaid operations and all amounts necessary to pay the taxes, assessments,insurance and other charges in connection with the Trust Property, as well as just andreasonable compensation for the services of Beneficiary, its counsel, agents and employees.(d) Hold, lease, develop, manage, operate or otherwise use theTrust Property upon such terms and conditions as Beneficiary may deem reasonable under thecircumstances (making such repairs, alterations, additions and improvements and taking otheractions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rentsand other amounts collected by Trustee in connection therewith in accordance with theprovisions of Section 6.7 hereof.(e) Require Grantor to assemble any collateral under the UCC andmake it available to Beneficiary, at Grantor's sole risk and expense, at a place or places to bedesignated by Beneficiary, in its sole discretion. Beneficiary may, in its sole discretion,appoint Trustee as the agent of Beneficiary for the purpose of disposition of any personalproperty in accordance with the Uniform Commercial Code.(1) Institute proceedings for the complete foreclosure of this Deedof Trust, either by judicial action or by power of sale, in which case the Trust Property may besold for cash or credit in accordance with Applicable Law in one. or more parcels asBeneficiary may determine. Except as otherwise required by Applicable Law, with respect toany notices required or permitted under the UCC, Grantor agrees that five (5) days' priorwritten notice shall be deemed commercially reasonable. At any such sale by virtue of anyjudicial proceedings, power of sale, or any other legal right, remedy or recourse, the title toand right of possession of any such property shall pass to the purchaser thereof, and to thefullest extent permitted by law, Grantor shall be completely and irrevocably divested of all ofits right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either atlaw or in equity, in and to the property sold and such sale shall be a perpetual bar both at lawand in equity against Grantor, and against all other Persons claiming or to claim the propertysold or any part thereof, by, through or under Grantor. Beneficiary or any of the Lenders maybe a purchaser at such sale. As provided in Section 11.2 below, if Beneficiary is the highestbidder, Beneficiary may credit the portion of the purchase price that would be distributed toBeneficiary against the Indebtedness in lieu of paying cash. In the event this Deed of Trust isforeclosed by judicial action, appraisement and valuation of the Trust Property is waived. Inthe event of any sale made under or by virtue of this Article 6 (whether made by virtue ofNY55/440321.5 16

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 18 of 52judicial proceedings or of a judgment or decree of foreclosure and sale) the entireIndebtedness, if not previously due and payable, immediately thereupon shall become due andpayable. The failure to make any such tenants of the Premises party to any such foreclosureproceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, adefense to any proceedings instituted by Beneficiary to collect the sums secured hereby.(g) With or without entry, to the extent permitted and pursuant tothe procedures provided by Applicable Law, institute proceedings for the partial foreclosureof this Deed of Trust for the portion of the Indebtedness then due and payable (if Beneficiaryshall have elected not to declare the entire Indebtedness to be immediately due and owing),subject to the continuing lien of this Deed of Trust for the balance of the Indebtedness notthen due; or (1) as and to the extent permitted by Applicable Law, sell for cash or upon creditthe Trust Property or any part thereof and all estate, claim, demand, right, title and interest ofGrantor therein, pursuant to power of sale or otherwise, at one or more sales, as an entity or inparcels, at such time and place, upon such terms and after such notice thereof as may berequired or permitted by Applicable Law, and in the event of a sale, by foreclosure orotherwise, of less than all of the Trust Property, this Deed of Trust shall continue as a lien onthe remaining portion of the Trust Property; or (2) institute an action, suit or proceeding inequity for the specific performance of any covenant, condition or agreement contained hereinor in any Loan Document; or (3) to the extent permitted by Applicable Law, recover judgmenton the Credit Agreement either before, during or after any proceedings for the enforcement ofthis Deed of Trust.(h) Make application to a court of competent jurisdiction for, andobtain from such court as a matter of strict right and without notice to Grantor or regard to theadequacy of the Trust Property for the repayment of the Indebtedness, the appointment of areceiver of the Trust Property, and Grantor irrevocably consents to such appointment. Anysuch receiver shall have all the usual powers and duties of receivers in similar cases, includingthe full power to rent, maintain and otherwise operate the Trust Property upon such terms asmay be approved by the court, and shall apply such Rents in accordance with the provisionsof Section 6.7 hereof.(i) Beneficiary shall have the right, but not the obligation, to curesuch default for the account of Grantor and to make any payment or take any action necessaryto effect such cure. Without limiting the generality of the foregoing, Grantor herebyauthorizes Beneficiary to pay all taxes, sewer use fees, water rates and assessments, withinterest, costs and charges accrued thereon, which may at any time be a lien (other than aPermitted Lien) upon the Land, or any part thereof; to pay the premiums for any insurancerequired under the Credit Agreement; to incur and pay reasonable expenses in protecting itsrights hereunder and the security hereby granted; and to pay any balance due under anysecurity agreement on any fixtures and equipment included as a part of the Premises; and thepayment of all amounts so incurred shall be secured hereby as fully and effectually as anyother obligation of Grantor secured hereby. If Beneficiary shall make any payment or takeaction in accordance with this section, Beneficiary will give to Grantor written notice of theW55440321.5 17

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 19 of 52making of any such payment or the taking of any such action. In any such event, Beneficiaryand any person designated by Beneficiary shall have, and is hereby granted, the right to enterupon the Premises at reasonable times and from any time and from time to time for thepurpose of taking any such action, and all monies expended by Beneficiary in connectiontherewith (including, but not limited to, reasonable legal expenses and disbursements),together with interest thereon at an annual rate of interest provided for in the CreditAgreement (or the highest rate permitted by law, whichever shall be less), from the date ofeach such expenditure, shall be paid by Grantor to Beneficiary forthwith upon demand byBeneficiary, and shall be secured by this Deed of Trust, and Beneficiary shall have, inaddition to any other right or remedy of Beneficiary, the same rights and remedies in the eventof non-payment of any such sums by Grantor as in the case of a default by any of theBorrowers in the payment of any installment of principal or interest due and payable under theCredit Agreement.(j) Exercise all other rights, remedies and recourses granted underthe Loan Documents or otherwise available at law or in equity.Section 6.2 Separate Sales. The Trust Property may be sold in one or moreparcels and in such manner and order as Trustee in its sole discretion may elect; the right ofsale arising out of any Event of Default shall not be exhausted by any one or more sales.Section 6.3 Remedies Cumulative, Concurrent and Nonexclusive.Beneficiary and Trustee shall have all rights, remedies and recourses granted in the LoanDocuments and available at law or in equity (including the UCC), which rights (a) shall becumulated and concurrent, (b) may be pursued separately, successively or concurrentlyagainst Grantor or others obligated under the Loan Documents, or against the Trust Property,or against any one or more of them, at the sole discretion of Beneficiary or Trustee, as thecase may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise orfailure to exercise any of them shall not be construed as a waiver or release thereof or of anyother right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. Noaction by Beneficiary or Trustee in the enforcement of any rights, remedies or recourses underthe Loan Documents or otherwise at law or in equity shall be deemed to cure any Event ofDefault.Section 6.4 Release of and Resort to Collateral. Beneficiary may release,regardless of consideration and without the necessity for any notice to or consent by theholder of any subordinate lien on the Trust Property, any part of the Trust Property without, asto the remainder, in any way impairing, affecting, subordinating or releasing the lien orsecurity interest created in or evidenced by the Loan Documents or their status as a first andprior lien and security interest in and to the Trust Property. For payment of the Indebtedness,Beneficiary may resort to any other security in such order and manner as Beneficiary mayelect.NY55/440321.5 18

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 20 of 52Section 6.5 Waiver of Redemption, Notice and Marshalling of Assets.To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waivesand releases (a) all benefit that might accrue to Grantor by virtue of any present or futurestatute of limitations or law or judicial decision exempting the Trust Property fromattachment, levy or sale on execution or providing for any stay of execution, exemption from.civil process, redemption or extension of time for payment, (b) all notices of any Event ofDefault or of any election by Trustee or Beneficiary to exercise or the actual exercise of anyright, remedy or recourse provided for under the Loan Documents, and (c) any right to amarshalling of assets or a sale in inverse order of alienation.Section 6.6 Discontinuance of Proceedings. If Beneficiary or Trusteeshall have proceeded to invoke any right, remedy or recourse permitted under the LoanDocuments or otherwise available to either of them at law or in equity and shall thereafterelect to discontinue or abandon it for any reason, Beneficiary or Trustee, as the case may be,shall have the unqualified right to do so and, in such an event, Grantor, Beneficiary andTrustee shall be restored to their former positions with respect to the Indebtedness, theObligations, the Loan Documents, the Trust Property and otherwise, and the rights, remedies,recourses and powers of Beneficiary and Trustee shall continue as if such right, remedy orrecourse had never been invoked, but no such discontinuance or abandonment shall waive anyEvent of Default which may then exist or the right of Beneficiary or Trustee thereafter toexercise any right, remedy or recourse under the Loan Documents or otherwise available toeither of them at law or in equity for such Event of Default.Section 6.7 Application of Proceeds. The proceeds of any sale made underor by virtue of this Article 6, together with any Rents and other amounts generated by theholding, leasing, management, operation or other use of the Trust Property, shall be appliedby Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unlessotherwise required by Applicable Law:(a) to the payment of the costs and expenses of taking possession ofthe Trust Property and of holding, using, leasing, repairing, improving and selling the same,including, without limitation (1) trustee's and receiver's fees and expenses, including therepayment of the amounts evidenced by any receiver's certificates, (2) court costs, (3)attorneys' and accountants' fees and expenses, and (4) costs of advertisement;(b) to the payment of the Indebtedness and performance of theObligations in such manner and order of preference as set forth in the Credit Agreement; andentitled thereto.(c)the balance, if any, to the payment of the Persons legallySection 6.8 Occupancy After Foreclosure. Except as otherwise requiredby Applicable Law, any sale of the Trust Property or any part thereof in accordance withSection 6.1(e) or Section 6.1(f) hereof will divest all right, title and interest of Grantor in andW55/440321.5 1 9

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 21 of 52to the property sold. Subject to Applicable Law, any purchaser at a foreclosure sale willreceive immediate possession of the property purchased. If Grantor retains possession of suchproperty or any part thereof subsequent to such sale, Grantor will be considered a tenant atsufferance of the purchaser, and will, if Grantor remains in possession after demand toremove, be subject to eviction and removal, forcible or otherwise, with or without process oflaw.Section 6.9 Additional Advances and Disbursements; Costs ofEnforcement.(a) If any Event of Default exists, Beneficiary shall have the right,but not the obligation, to cure such Event of Default in the name and on behalf of Grantor.All sums advanced and expenses incurred at any time by Beneficiary under this Section 6.9,or otherwise under this Deed of Trust or any of the other Loan Documents or Applicable Law,shall bear interest from the date that such sum is advanced or expense incurred, to andincluding the date of reimbursement, computed at the rate or rates at which interest is thencomputed on the Indebtedness, and all such sums, together with interest thereon, shall besecured by this Deed of Trust.(b) Grantor shall pay all expenses (including, without limitation,reasonable attorneys' fees and expenses and all reasonable costs and expenses related to legalwork, research and litigation) of or incidental to the perfection and enforcement of this Deedof Trust and the other Loan Documents, or the enforcement, compromise or settlement of theIndebtedness or any claim under this Deed of Trust and the other Loan Documents, and forthe curing thereof, or for defending or asserting the rights and claims of Beneficiary in respectthereof, by litigation or otherwise.Section 6.10 No Mortgagee in Possession. Neither the enforcement of anyof the remedies under this Article 6 the assignment of the Rents and Leases under Article 7,the security interests under Article 8, nor any other remedies afforded to Beneficiary under theLoan Documents, at law or in equity shall cause Beneficiary or Trustee to be deemed orconstrued to be a mortgagee in possession of the Trust Property, to obligate Beneficiary orTrustee to lease the Trust Property or attempt to do so, or to take any action, incur anyexpense, or perform or discharge any obligation, duty or liability whatsoever under any of theLeases or otherwise.Section 6.11 WAIVER OF GRANTOR'S RIGHTS. BY EXECUTIONOF THIS DEED OF TRUST, GRANTOR EXPRESSLY: (A) ACKNOWLEDGES THERIGHT OF BENEFICIARY TO ACCELERATE THE INDEBTEDNESS EVIDENCEDBY THE CREDIT AGREEMENT OR OMER LOAN DOCUMENTS UPON THEOCCURRENCE OF AN EVENT OF DEFAULT; (B) TO THE EXTENT ALLOWEDBY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH GRANTORMAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES, THEVARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES,N?55/440321.5 20

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 22 of 52OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE (OTHERTHAN AS PROVIDED FOR IN THE LOAN DOCUMENTS) AND TO JUDICIALHEARING PRIOR TO THE EXERCISE BY BENEFICIARY OF ANY RIGHT ORREMEDY HEREIN PROVIDED TO BENEFICIARY; (C) ACKNOWLEDGES THATGRANTOR HAS READ THIS DEED OF TRUST AND ITS PROVISIONS HAVEBEEN EXPLAINED FULLY TO GRANTOR AND GRANTOR HAS CONSULTEDWITH LEGAL COUNSEL OF GRANTOR'S CHOICE PRIOR TO EXECUTINGTHIS DEED OF TRUST; AND (I)) ACKNOWLEDGES THAT ALL WAIVERS OFTHE AFORESAID RIGHTS OF GRANTOR HAS BEEN MADE KNOWINGLY,INTENTIONALLY AND WILLINGLY BY GRANTOR AS PART OF A BARGAINEDFOR LOAN TRANSACTION.ARTICLE 7 •ASSIGNMENT OF RENTS AND LEASESSection 7.1 Assignment. In furtherance of and in addition to theassignment made by Grantor in Section 2.1 of this Deed of Trust, subject to the GamingLaws, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys toTrustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest inand to all Leases, whether now existing or hereafter entered into, and all of its right, title andinterest in and to all Rents. This assignment is an absolute assignment and not an assignmentfor additional security only. So long as no Event of Default shall have occurred and becontinuing and to the extent not prohibited by the Credit Agreement, Grantor shall have arevocable license from Trustee and Beneficiary to exercise all rights extended to the landlordunder the Leases, including the right to receive and collect all Rents and to hold the Rents intrust for use in the payment and performance of the Obligations and to otherwise use thesame. The foregoing license is granted subject to the conditional limitation that no Event ofDefault shall have occurred and be continuing. Upon the occurrence and during thecontinuance of an Event of Default beyond any applicable cure period, whether or not legalproceedings have commenced, and without regard to waste, adequacy of security for theObligations or solvency of Grantor, the license herein granted shall automatically expire andterminate, without notice by Trustee or Beneficiary (any such notice being hereby expresslywaived by Grantor).Section 7.2 Perfection Upon Recordation. Grantor acknowledges thatBeneficiary and Trustee have taken all actions necessary to obtain, and that upon recordationof this Deed of Trust, Beneficiary and Trustee shall have, to the extent permitted underApplicable Law, a valid and fully perfected, first priority, present assignment of the Rentsarising out of the Leases and all security for such Leases. Grantor acknowledges and agreesthat upon recordation of this Deed of Trust Trustee's and Beneficiary's interest in the Rentsshall be deemed to be fully perfected, "choate" and enforced as to Grantor and all thirdparties, including, without limitation, any subsequently appointed trustee in any case underTitle 11 of the United States Code (the "Bankruptcy Code"), without the necessity ofNY55/440321.5 21

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 23 of 52commencing a foreclosure action with respect to this Deed of Trust, making formal demandfor the Rents, obtaining the appointment of a receiver or taking any other affirmative action.Section 7.3 Bankruptcy Provisions. Without limitation of the absolutenature of the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree that(a) this Deed of Trust shall constitute a "security agreement" for purposes of Section 552(b)of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends toproperty of Grantor acquired before the commencement of a case in bankruptcy and to allamounts paid as Rents and (c) such security interest shall extend to all Rents acquired by theestate after the commencement of any case in bankruptcy.Section 7.4 No Merger of Estates. So long as part of the Indebtedness andthe Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estatesto the Trust Property shall not merge, but shall remain separate and distinct, notwithstandingthe union of such estates either in Grantor, Beneficiary, any tenant or any third party bypurchase or otherwise.ARTICLE 8SECURITY AGREEMENTSection 8.1 Security Interest. This Deed of Trust constitutes a "securityagreement" on personal property within the meaning of the UCC and other applicable law andwith respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, TaxRefunds, Proceeds, Insurance and Condemnation Awards. To this end, Grantor grants toBeneficiary a first and prior security interest in the Fixtures, Leases, Rents, Deposit Accounts,Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards and allother Trust Property which is personal property to secure the payment of the Indebtedness andperformance of the Obligations, and agrees that Beneficiary shall have all the rights andremedies of a secured party under the UCC with respect to such property. Any notice of sale,disposition or other intended action by Beneficiary with respect to the Fixtures, Leases, Rents,Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance andCondemnation Awards sent to Grantor at least five (5) days prior to any action under the UCCshall constitute reasonable notice to Grantor. THE TERM "TRUST PROPERTY" ISINTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICHBENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTERESTUNDER SEPARATE INSTRUMENTS; AND (U) THE EXCLUDED ASSETS, AS SUCHTERM IS DEFINED IN THE SECURITY AGREEMENT.Section 8.2 Financing Statements. Grantor authorizes Beneficiary to file,in form and substance satisfactory to Beneficiary, such financing statements and such furtherassurances as Beneficiary may, from time to time, reasonably consider necessary to create,perfect and preserve Beneficiary's security interest hereunder and Beneficiary may cause suchstatements and assurances to be recorded and filed, at such times and places as may beNY55/440321.5 22

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 24 of 52required or permitted by law to so create, perfect and preserve such security interest.Grantor's state of organization is the State of Nevada.Section 8.3 Fixture Filing. This Deed of Trust shall also constitute afinancing statement filed as a "fixture filing" for the purposes of the UCC against all of theTrust Property which is or is to become fixtures.Section 8.4 Information. Information concerning the security interestherein granted may be obtained at the address of Debtor (Grantor) and Secured Party(Beneficiary) as set forth in the first paragraph of this Deed of Trust. Grantor herebyauthorizes Beneficiary to file any and all financing statements and amendments thereto insuch form and in such locations as it deems necessary or appropriate in connection herewith.ARTICLE 9CONCERNING THE TRUSTEESection 9.1 Certain Rights. With the approval of Beneficiary, Trusteeshall have the right to select, employ and consult with counsel. Trustee shall have the right torely on any instrument, document or signature authorizing or supporting any action taken orproposed to be taken by it hereunder, believed by it in good faith to be genuine. Trustee shallbe entitled to reimbursement for actual, reasonable expenses incurred by it in the performanceof its duties and to reasonable compensation for Trustee's services hereunder as shall berendered. Grantor shall, from time to time, pay the compensation due to Trustee hereunderand reimburse Trustee for, and indemnify, defend and save Trustee harmless against, allliability and reasonable expenses which may be incurred by it in the performance of its duties,including those arising from joint, concurrent, or comparative negligence of Trustee;however, Grantor shall not be liable under such indemnification to the extent such liability orexpenses result solely from Trustee's or Beneficiary's gross negligence or willful misconduct.Grantor's obligations under this Section 9.1 shall not be reduced or impaired by principles ofcomparative or contributory negligence.Section 9.2 Retention of Money. All moneys received by Trustee shall,until used or applied as herein provided, be held in trust for the purposes for which they werereceived, but need not be segregated in any manner from any other moneys (except to theextent required by law), and Trustee shall be under no liability for interest on any moneysreceived by him hereunder.Section 9.3 Successor Trustees. If Trustee or any successor Trustee shalldie, resign or become disqualified from acting in the execution of this trust, or Beneficiaryshall desire to appoint a substitute Trustee, subject to the Gaming Laws, Beneficiary shallhave full power to appoint one or more substitute Trustees and, if preferred, several substituteTrustees in succession who shall succeed to all the estates, rights, powers and duties ofTrustee by an instrument in writing, executed and acknowledged by Beneficiary, and recordedin the Office of the County Recorder, Clark County, Nevada. Such appointment may beNY55/440321.5 23

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 25 of 52executed by any authorized agent of Beneficiary and as so executed, such appointment shallbe conclusively presumed to be executed with authority, valid and sufficient, without furtherproof of any action.Section 9.4 Perfection of Appointment. Should any deed, conveyance orinstrument of any nature be required from Grantor by any successor Trustee to more fully and .certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties,then, upon request by such Trustee, all such deeds, conveyances and instruments shall bemade, executed, acknowledged and delivered and shall be caused to be recorded and/or filedby Grantor.Section 9.5 Trustee Liability. In no event or circumstance shall Trustee orany substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust,either as a result of any action by Trustee (or any substitute Trustee) in the exercise of thepowers hereby granted or otherwise.ARTICLE 10MISCELLANEOUSSection 10.1 Notices. Any notice required or permitted to be given underthis Deed of Trust shall be given in accordance with Section 11 of the Credit Agreement.Section 10.2 Covenants Running with the Land. All Obligationscontained in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be, andshall be construed as, covenants running with the Trust Property. As used herein, "Grantor"shall refer to the party named in the first paragraph of this Deed of Trust and to anysubsequent owner of all or any portion of the Trust Property. All Persons who may have oracquire an interest in the Trust Property shall be deemed to have notice of, and be bound by,the terms of the Credit Agreement and the other Loan Documents; however, no such partyshall be entitled to any rights thereunder without the prior written consent of Beneficiary.Section 10.3 Attorney-in-Fact. Grantor hereby irrevocably appointsBeneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupledwith an interest and with full power of substitution, (a) to execute and/or record any notices ofcompletion, cessation of labor or any other notices that Beneficiary deems appropriate toprotect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after writtenrequest by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of thisDeed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments ofassignment, conveyance or further assurance with respect to the Leases, Rents, DepositAccounts, Property Agreements, Tax Refunds, Proceeds, Insurance and CondemnationAwards or any other Trust Property in favor of the grantee of any such deed and as may benecessary or desirable for such purpose, (c) to prepare, execute and file or record financingstatements, continuation statements, applications for registration and like papers necessary tocreate, perfect or preserve Beneficiary's security interests and rights in or to any of the TrustNY55/440321.5 24

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 26 of 52Property, and (d) while any Event of Default exists and continues after any applicable cureperiod, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall notunder any circumstances be obligated to perform any obligation of Grantor; (2) any sumsadvanced by Beneficiary in such performance shall be added to and included in theIndebtedness and shall bear interest at the rate or rates at which interest is then computed onthe Indebtedness; (3) Beneficiary as such attorney-in-fact shall only be accountable for suchfunds as are actually received by Beneficiary; and (4) Beneficiary shall not be liable toGrantor or any other person or entity for any failure to take any action which it is empoweredto take under this Section 103. Notwithstanding the foregoing, Beneficiary shall be liable forits gross negligence, willful misconduct, and bad faith in connection with exercising its rightshereunder.Section 10.4 Successors and Assigns. This Deed of Trust shall be bindingupon and inure to the benefit of Beneficiary, the Lenders, Trustee and Grantor and theirrespective successors and assigns. Grantor shall not, without the prior written consent ofBeneficiary, assign any rights, duties or obligations hereunder.Section 10.5 No Waiver. Any failure by Beneficiary, the Lenders or Trusteeto insist upon strict performance of any of the terms, provisions or conditions of the LoanDocuments shall not be deemed to be a waiver of same, and Beneficiary, the Lenders orTrustee shall have the right at any time to insist upon strict performance of all such terms,provisions and conditions.Section 10.6 Credit Agreement. If any conflict or inconsistency existsbetween this Deed of Trust and the Credit Agreement, the Credit Agreement shall govern.Section 10.7 Release or Reconveyance. Upon payment in full of theIndebtedness and performance in full of the Obligations, Beneficiary, at Grantor's expense,shall release the liens and security interests created by this Deed of Trust and reconvey theTrust Property to Grantor.Section 10.8 Waiver of Stay, Moratorium and Similar Rights. Grantoragrees, to the full extent that it may lawfully do so, that it will not at any time insist upon orplead or in any way take advantage of any stay, marshalling of assets, extension, redemptionor moratorium law now or hereafter in force and effect so as to prevent or hinder theenforcement of the provisions of this Deed of Trust or the Indebtedness secured hereby, orany agreement between Grantor and Beneficiary or any rights or remedies of Beneficiary orTrustee. Grantor, for itself and for all Persons hereafter claiming through or under it who mayat any time hereafter become holders of liens junior to the lien of this Deed of Trust, herebyexpressly waives and releases all rights to direct the order in which any of the Trust Propertyor any interest therein shall be sold in the event of any sale or sales pursuant hereto.Section 10.9 Governing Law. THIS DEED OF TRUST SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THENY55/440321.5 25

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 27 of 52STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWAND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), EXCEPT THAT (A)WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THECREATION, PRIORITY, PERFECTION AND ENFORCEMENT OF THE LIENCREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION INWHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TOTHE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION, AND (B) FORPERSONALTY, THE PERFECTION EFFECT OF PERFECTION OR NON-PERFECTIONAND PRIORITY OF THE SECURITY INTEREST SHALL BE SUBJECT TO ANYMANDATORY CHOICE OF LAW RULES IN THE UCC.Section 10.10 Choice of Forum.(a) Subject to Section 10.10(b) and. Section 10.10(c), all actions orproceedings arising in connection with this Deed of Trust shall be tried and litigated in stateor Federal courts located in the County of Clark, State of Nevada, unless such actions orproceedings are required to be brought in another court to obtain subject matter jurisdictionover the matter in controversy. GRANTOR WAIVES ANY RIGHT IT MAY HAVE TOASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT ISNOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TOVENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCEWITH THIS SECTION 10.10.(b) Nothing contained in this Section shall preclude Beneficiary frombringing any action or proceeding arising out of or relating to this Deed of Trust in any courtnot referred to in Section 10.10(a). SERVICE OF PROCESS, SUFFICIENT FORPERSONAL JURISDICTION IN ANY ACTION AGAINST GRANTOR, MAY BE MADEBY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITSADDRESS INDICATED IN SECTION 11 OF THE CREDIT AGREEMENT.(c) Notwithstanding Section 10.10(a) and subject to Section 10.9, in thesole and absolute discretion of Beneficiary, all actions or proceedings relating to theCollateral (as defined in the Credit Agreement), other than the Premises and the Fixtures,which are the subject of the Loan Documents shall be governed by and construed inaccordance with the laws of the State of New York, as applied to contracts made andperformed within the State of New York. Grantor hereby irrevocably submits to thejurisdiction of any New York state court sitting in the Borough of Manhattan in the City ofNew York or any federal court sitting in the Borough of Manhattan in the City of New Yorkin respect of any suit, action or proceeding arising out of or relating to the subject of the LoanDocuments, and irrevocably accepts for itself and in respect of its property, generally andunconditionally, jurisdiction of the aforesaid courts.NY55/440321.5 26

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 28 of 52(d) Grantor irrevocably waives, to the fullest extent it may effectively doso under Applicable Law, trial by jury and any objection that it may now or hereafter have tothe laying of the venue of any such suit, action or proceeding brought in any such court andany claim that any such suit, action or proceeding brought in any such court has been broughtin an inconvenient forum. Grantor irrevocably consents, to the fullest extent it mayeffectively do so under Applicable Law, to the service of process of any of theaforementioned courts in any such action or proceeding by the mailing of copies thereof byregistered or certified mail, postage prepaid, to Grantor at its said address, such service tobecome effective thirty (30) days after such mailing. Nothing shall affect the right ofBeneficiary to serve process in any other manner permitted by law or to commence legalproceedings or otherwise proceed against Grantor in any other jurisdiction.Section 10.11 Headings. The Article, Section and Subsection titles hereof areinserted for convenience of reference only and shall in no way alter, modify or define, or beused in construing, the text of such Articles, Sections or Subsections.Section 10.12 Entire Agreement. This Deed of Trust and the other LoanDocuments embody the entire agreement and understanding between Grantor and Beneficiaryand supersede all prior agreements and understandings between such parties relating to thesubject matter hereof and thereof. Accordingly, the Loan Documents may not be contradictedby evidence of prior, contemporaneous or subsequent oral agreements of the parties. Thereare no unwritten oral agreements between the parties.Section 10.13 Beneficiary as Agent; Successor Agents.(a) Agent has been appointed to act as Agent hereunder by theLenders. Agent shall have the right hereunder to make demands, to give notices, to exerciseor refrain from exercising any rights, and to take or refrain from taking any action (including,without limitation, the release or substitution of the Trust Property) in accordance with theterms of the Credit Agreement, any related agency agreement among Agent and the Lenders(collectively, as amended, supplemented or otherwise modified or replaced from time to time,the "Agency Documents") and this Deed of Trust. Grantor and all other persons shall beentitled to rely on releases, waivers, consents, approvals, notifications and other acts of Agent,without inquiry into the existence of required consents or approvals of the Lenders therefor.(b) Beneficiary shall at all times be the same Person that is Agentunder the Agency Documents. Written notice of resignation by Agent pursuant to the AgencyDocuments shall also constitute notice of resignation as Agent under this Deed of Trust.Removal of Agent pursuant to any provision of the Agency Documents shall also constituteremoval as Agent under this Deed of Trust. Appointment of a successor Agent pursuant tothe Agency Documents shall also constitute appointment of a successor Agent under thisDeed of Trust. Upon the acceptance of any appointment as Agent by a successor Agent underthe Agency Documents, that successor Agent shall thereupon succeed to and become vestedNY55/440321.5 27

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 29 of 52with all the rights, powers, privileges and duties of the retiring or removed Agent as theBeneficiary under this Deed of Trust, and the retiring or removed Agent shall promptly (i)assign and transfer to such successor Agent all of its right, title and interest in and to this Deedof Trust and the Trust Property, and (ii) execute and deliver to such successor Agent suchassignments and amendments and take such other actions, as may be necessary or appropriatein connection with the assignment to such successor Agent of the liens and security interestscreated hereunder, whereupon such retiring or removed Agent shall be discharged from itsduties and obligations under this Deed of Trust. After any retiring or removed Agent'sresignation or removal hereunder as Agent, the provisions of this Deed of Trust and theAgency Documents shall inure to its benefit as to any actions taken or omitted to be taken byit under this Deed of Trust while it was the Agent hereunder.(c) Each reference herein to any right granted to, benefit conferredupon or power exercisable, exercised or action taken by the "Beneficiary" shall be deemed tobe a reference to or be deemed to have been so taken, as the case may be, by Beneficiary in itscapacity as Agent pursuant to the Credit Agreement for the benefit of the Lenders, all as morefully set forth in the Credit Agreement.ARTICLE 11LOCAL LAW PROVISIONSSection 11.1 Power of Sale. (a) Should default be made by Grantor inpayment or performance of any Indebtedness or other Obligation or agreement secured herebyand/or in performance of any agreement herein, or should Grantor otherwise be in defaulthereunder, Beneficiary may, subject to NRS 107.080, declare all sums secured herebyimmediately due by delivery to Trustee of a written notice of breach and election to sell(which notice Trustee shall cause to be recorded and mailed as required by law) and shallsurrender to Trustee this Deed of Trust.(b) After three (3) months shall have elapsed following recordation of anysuch notice of breach, Trustee shall sell the property subject hereto at such time and at suchplace in the State of Nevada as Trustee, in its sole discretion, shall deem best to accomplishthe objects of these trusts, having first given notice of such sale as then required by law. Inthe conduct of any such sale Trustee may act itself or through any auctioneer, agent orattorney. The place of sale may be either in the county in which the property to be sold, orany part thereof, is situated, or at an office of the Trustee located in the State of Nevada.(c) Upon the request of Beneficiary or if required by law Trustee shallpostpone sale of all or any portion of said property or interest therein by public announcementat the time fixed by said notice of sale, and shall thereafter postpone said sale from time totime by public announcement at the time previously appointed.(d) At the time of sale so fixed, Trustee shall sell the property so advertisedor any part thereof or interest therein either as a whole or in separate parcels, as BeneficiaryNY55/440321.5 28

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 30 of 52may determine in its sole and absolute discretion, to the highest bidder for cash in lawfulmoney of the United States, payable at time of sale, and shall deliver to such purchaser a deedor deeds or other appropriate instruments conveying the property so sold, but withoutcovenant or warranty, express or implied. Beneficiary and Trustee may bid and purchase atsuch sale. To the extent of the Indebtedness secured hereby, Beneficiary need not bid for cashat any sale of all or any portion of the Trust Property pursuant hereto, but the amount of anysuccessful bid by Beneficiary shall be applied in reduction of said Indebtedness. Trusteehereby agrees, if it is then still in possession, to surrender, immediately and without demand,possession of said property to any purchaser.(e) Trustee shall apply the proceeds of any such sale to payment ofexpenses of sale and all charges and expenses of Trustee and of these trusts, including cost ofevidence of title and Trustee's fee in connection with sale; all sums expended under the termshereof, not then repaid, with accrued interest at the default rate determined by the CreditAgreement; all other sums then secured hereby, and the remainder, if any, to the person orpersons legally entitled thereto.(f) Beneficiary, from time to time before Trustee's sale, may rescind anynotice of breach and election to sell by executing, delivering and causing Trustee to record awritten notice of such rescission. The exercise by Beneficiary of such right of rescission shallnot constitute a waiver of any breach or default then existing or subsequently occurring, orimpair the right of Beneficiary to execute and deliver to Trustee, as above provided, othernotices of breach and election to sell, nor otherwise affect any term, covenant or conditionhereof or under any obligation secured hereby, or any of the rights, obligations or remedies ofthe parties thereunder.Section 11.2 Credit Bids. At any foreclosure sale, any person, includingGrantor, Trustee or Beneficiary, may bid for and acquire the Trust Property or any partthereof to the extent permitted by then Applicable Law.Section 11.3 Nevada Law. Where not inconsistent with the above, thefollowing covenants, Nos. 1; 2 (full replacement value); 3; 4 (the rate or rates at whichinterest is computed upon default of the Indebtedness in the Credit Agreement); 5; 6; 7(reasonable percentage); 8 and 9 of NRS 107.030 are hereby included herein by this referenceand made a part of this Deed of Trust.Section 11.4 Filing and Indexing. This Deed of Trust is to be filed andindexed in the real estate records and is also to be indexed in the index of UCC FinancingStatements of Clark County, Nevada under the name of 155 EAST TROPICANA, LLC, aNevada limited liability company, as debtor, and WELLS FARGO FOOTHILL, INC., in itscapacity as the arranger and administrative agent, its successors and assigns, as its interestsmay appear, as secured party. Grantor's organizational number is LLC13428-2004.Information concerning the security interest may be obtained from Beneficiary at thefollowing address 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404.W55440321.5 29

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 31 of 52[The remainder of this page has been intentionally left blank]TrY55440321.5 30

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 32 of 52DI WITNESS WHEREOF, Grantor has on the date set forth in theacknowledgement hereto, effective as of the date first above written, caused this instrument to beduly EXECUTED AND DELIVERED by authority duly given. •GRANTOR: 155 EAST TROPICANA, LLC,a Nevada limited liability companyBy:N e: . KieferTitle: C of Executive Officer[SIGNATURE PAGE TO DEED OF TRUST]S-1

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 33 of 52ACKNOWLEDGEMENTSTATE OFCOUNTY OF) ss.This instrument was acknowledged before me on March ZS-, 2005 by NEIL G. KIEFER,as CHIEF EXECUTIVE OFFICER of 155 EAST TROPICANA, LLC.NOTARY PUBLICMy commission expireLUCILLE GR1NNEU-MY riliAMIARION*D .0 348184I EXPLESN :omArtysumo s1 28, 2008[SIGNATURE PAGE TO DEED OF TRUST]S-2

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 34 of 52Exhibit ADescription of LandAll that certain real property situated in the County of Clark, State of Nevada, described asfollows:PARCEL I:That portion of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, Township 21 South, Range 51 East,M.D.M., described as follows:COMMENCING at the North Quarter (N 1/4) corner of said Section 28;THENCE South 89'50'14" west, along the North line of the Northwest Quarter (NW 1/4) of saidSection 28, a distance of 1,318.16 feet to a point;THENCE South 02'54'50" East, a distance of 101.41 feet to a point on the South right of wayline of Tropicana Avenue (100 feet wide) said point also being the Northwest (NW)corner of Tropicana Park, as shown by map thereof on file in Book 8 of Plats,Page 37 and reverted to acreage by map thereon on file in Book 15 of Plats,Page 11, Clark County Records said point being the TRUE POINT OF BEGINNING;THENCE North 87'11'36" East, along said South right of way line, a distance of452.59 feet to a point of tangency of a curve concave to the Southwest andhaving a radius of 15.00 feet;THENCE along said curve through a central angle of 89'50'04" an arc length of 23.52 feet to apoint on the Westerly right of way line of Scott Street, as shown on said plats;THENCE South 02'58'20" East, along said right of way line, a distance of 631.04 feet to a pointon the centerline of Mona Avenue, as shown on the aforementioned plat of Tropicana Park;THENCE South 87'01'40" West, along said centerline, and the Westerlyextension thereof, a distance of 468.21 feet to a point on the West line ofsaid Tropicana Park;THENCE North 02'54'50" West, along said line to the TRUEPOINT OF BEGINNING.EXCEPTING THEREFROM that portion of said land conveyed to the State of Nevadaby deed recorded June 23, 1999 in Book 990623, Doc/Inst. No. 02544, OfficialRecords, Clark County, Nevada.PARCEL IL(Hotel San Remo Convention Center)The Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 21 South, RangeNYS5/440321.5

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 35 of 5261 East, M.D.M.EXCEPT the portion thereof conveyed to the State of Nevada by Deed recorded May29, 1959 as Document No. 162200 of Official Records, Clark County, NevadaRecords.FURTHER EXCEPTING the interest in the South 30 feet and the West 20 feetconveyed to Clark County for roads, utilities and other public and incidentalpurposes by Deed recorded September 13, 1971 as Document No. 128706.FURTHER EXCEPTING that portion of said land conveyed to Ben Hur Hotel, Inc.described as follows:COMMENCING at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of said Section 28;THENCE North 88'43'17" West along the South line thereof a distance of 658.98 feet to theSouthwest (SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, said point being the TRUE POINT OFBEGINNING;THENCE continuing North 88'43'17" West a distance of 148.90 feet to theSoutheast (SE) corner of the Tropicana Park Subdivision as shown in Book 8 ofPlats, Page 37, Clark County Records, Nevada; thence North 00'26'17" West alongthe East line of said Tropicana Park a distance of 571.77 feet;THENCE North 89'38'50" East a distance of 149.91 feet to a point in the West line of theEast Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28;THENCE South 00'19'51" East a distance of 576.01 feetto the TRUE POINT OF BEGINNING.FURTHER EXCEPTING that certain spandrel area conveyed to Clark County for roadpurposes by Deed recorded May 4, 1987 as Document No. 870504/00953 andre-recorded May 20, 1987 as Document No. 870520/00620 of Official Records.NY55/440321.3

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 36 of 52Exhibit B-1Ground Leases1. Amended and Restated Casino Lease dated as of March 9, 2005 by and between 155 EastTropicana, LLC, as lessor, and Eastern & Western Hotel Corporation, as lessee, conveyinga leasehold interest to lessee in Parcel I (as more particularly described on Exhibit Ahereto).2. Amended and Restated Hotel Lease dated as of March 9, 2005 by and between 155 EastTropicana, LLC, as lessor, and Eastern & Western Hotel Corporation, as lessee, conveyinga leasehold interest to lessee in Parcel I & II (as more particularly described on Exhibit Ahereto).NY55/4403215

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 37 of 52EXHIBIT 10

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 38 of 5211111 III 111E111111111111 111H111111 MI III20050329-0002526APNS: 162-28-101-002 and 162-28-102-001WHEN RECORDED MAIL TO:Paul, Hastings, Jan ofsky & Walker LLP515 South Flower Street, 25th FloorLos Angeles, California 90071Attention: John F. Hilson, Esq.Fee: $27.00NIC Fee: $0.000312912005 11:41:59T20050055655Requestor:LAWYERS TITLE OF NEVADAFrances DeaneJKAClark County Recorder Pgs: 14ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,RENTS AND REVENUES(Nevada - Fee)THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS ANDREVENUES (this "Assignment") is made and entered into as of March 29, 2005, by andbetween 155 EAST TROPICANA, LLC, a Nevada limited liability company (the "Assignor,"which term includes any successors under that certain Deed of Trust, Fixture Filing withAssignment of Rents and Leases, and Security Agreement (the "Deed of Trust") dated as of thedate hereof by and from Assignor to Lawyers Title of Nevada Inc., as trustee, for the benefit ofAgent (as defined herein), as beneficiary, and WELLS FARGO FOOTHILL, INC., in itscapacity as the arranger and administrative agent, its successors and assigns, as its interests mayappear ("Agent")).WHEREAS:RECITALS:A. All references herein to the "Real Property" shall be to: (i) those certainparcels of real property which are owned by Assignor and which are located in the County ofClark, State of Nevada and which are more particularly described on "Exhibit A" attachedhereto (together with all improvements located thereon, the "Land"); (ii) all real property whichis adjacent to, or used in connection with, the Land and in which Assignor now owns, orhereafter acquires, an interest (the "Adjacent Property"); and (iii) all tenements, hereditamentsand appurtenances to the Land or the Adjacent Property.B. Reference is also made to that certain Credit Agreement dated as of thedate hereof (as it may be amended, restated, supplemented or otherwise modified heretofore orhereinafter from time to time, the "Credit Agreement"), by and among (i) Assignor, (ii) 155East Tropicana Finance Corp. ("155 Corp."), (iii) Agent, and (iv) the Lenders (as defined in theCredit Agreement). Assignor and 155 Corp. are collectively referred to herein as "Borrowers".NY55/442735.3 1

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 39 of 52

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 40 of 52All capitalized terms which are used but not otherwise defined herein shall have the respectivemeanings and be construed herein as provided in the Credit Agreement and any reference to aprovision of the Credit Agreement shall be deemed to incorporate that provision as a part hereofin the same manner and with the same effect as if the same were fully set forth herein.C. The Credit Agreement provides for, among other things, a revolving loanin the principal amount as specified in said Credit Agreement (the "Loan").D. It is a condition of the Credit Agreement that all of Assignor's present andfuture right, title and interest in and to:(i) all assignable personal property leases, purchase contracts andconstruction related equipment contracts, which are now existing or are hereafter enteredinto, for furniture, fixtures, equipment, signs and other items of personal property whichare used in connection with, or which relate to: (a) the Real Property, (b) any hotel,casino and/or resort business and related activities which are now, or are hereafter,conducted by, or on behalf of, Assignor on the Real Property (collectively, the"Hotel/Casino Facilities"); or (c) any other business activity now, or hereafter,conducted by, or on behalf of, Assignor on, or in connection with, the Real Property(collectively, the "Additional Business(es)"); all together with illy and all amendments,modifications, extensions, or renewals thereof (collectively, the "EquipmentAgreements");(ii) all assignable leases, subleases, licenses, concessions, franchisesand other use or occupancy agreements which now exist or are hereafter entered into andwhich relate to any portion of the Real Property, and all guarantees, extensions, renewals,amendments and modifications thereof (collectively, the "Leases");(iii) all present and future rents, issues, profits, products, earnings,accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits ofany kind or nature (collectively, the "Proceeds") which relate to, or are derived from, theReal Property, the Hotel/Casino Facilities, or any Additional Business, including, withoutlimitation, present and future Proceeds, of any nature whatsoever, derived from, orreceived with respect to, casinos, bars, restaurants, hotel rooms, spa facilities, golfcourses, banquet facilities, convention facilities, retail premises and other facilitiesrelated to, or used in connection with, the Real Property, the Hotel/Casino Facilities,and/or any Additional Business, and also including without limitation, Proceeds from anyof the Leases (collectively, the "Rents and Revenues"); and(iv) all present and future assignable permits, construction relatedagreements (including, without limitation, the Architect Agreement and the RenovationContract), licenses, warranties, contracts and other entitlements, if any, which are issued,granted, agreed to, or entered into in connection with, or relating to, the Real Property,NY55/442715.3 2

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 41 of 52the Hotel/Casino Facilities or any Additional Business, together with any and allamendments, modifications, extensions or renewals thereof (collectively, the"Entitlements");in each and every case excluding all Excluded Assets (as defined in the Security Agreement), bepresently assigned to Agent for the benefit of the Lenders in consideration of the Loan upon theterms and conditions set forth below.NOW, THEREFORE, in consideration of the making of the Loan, Assignor doeshereby presently, absolutely and unconditionally assign to Agent for the benefit of the Lendersall of its right, title and interest in and to the Equipment Agreements, the Leases, the Rents andRevenues and the Entitlements, in each and every case excluding all Excluded Assets (as definedin the Security Agreement), as follows:1. Assignor does hereby grant, assign and convey unto Agent all the right,title, interest and privilege which Assignor has or may hereafter acquire, in or to: (a) allassignable Equipment Agreements, Leases and/or Entitlements; and (b) the Rents and Revenues.Without limiting the generality of the foregoing, and subject to the provisions of Sections 5 and 6below, Agent shall have the present and continuing right with full power and authority, in itsown name, or in the name of Assignor, or otherwise: (y) to do any and all things which Assignormay be or may become entitled to do under the Equipment Agreements, Leases, and/orEntitlements and the right to make all waivers and agreements, give all notices, consents andreleases and other instruments and to do any and all other things whatsoever which Assignormay be or may become entitled to do under said Equipment Agreements, Leases and/orEntitlements; and (z) to make claim for, enforce, collect, receive and make receipt (in its ownname, in the name of Assignor, or otherwise) for any and all of the Rents and Revenues and todo any and all things which Assignor is or may become entitled to do for the collection of theRents and Revenues.2. The acceptance of this Assignment and the payment or performance underthe Equipment Agreements, the Leases, the Rents and Revenues and/or Entitlements herebyassigned shall not constitute a waiver of any rights of Agent or Lenders under the terms of theCredit Agreement or any other Loan Document for the benefit of any of Agent or Lenders.3. Assignor will promptly notify Agent of the occurrence of any defaultunder any of the Equipment Agreements, Leases and/or Entitlements, which, if left uncured,would be reasonably likely to materially and adversely affect either the Hotel/Casino Facilities or.any Additional Business.4. Assignor shall keep and perform the following with respect to theEquipment Agreements, the Leases and the Entitlements:NY55/4427153 3

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 42 of 52(a) Except as may be permitted in the Credit Agreement, Assignor willnot further assign any interest in the Equipment Agreements, in the Leases, in the Rents andRevenues or in the Entitlements, or create or permit any lien, charge, or encumbrance upon theirinterests in the Equipment Agreements, in the Leases, in the Rents and Revenues or in theEntitlements;(b)Assignor will not, without the prior written consent of Agent:(i) cause, or consent to, any cancellation, termination orsurrender of any Equipment Agreement, Lease or Entitlement if such cancellation, termination orsurrender would be reasonably likely to materially and adversely affect either the Hotel/CasinoFacilities or any Additional Business (except for any cancellation or termination of anEquipment Agreement, Lease or Entitlement which is caused by a default thereunder on the partof a party other than Assignor or one of its Affiliates);(ii) permit any event to occur which would entitle any party toan Equipment Agreement, Lease or Entitlement to terminate or cancel said EquipmentAgreement, Lease or Entitlement if such cancellation or termination would be reasonably likelyto materially and adversely affect either the Hotel/Casino Facilities or any Additional Business(except any cancellation or termination of an Equipment Agreement, Lease or Entitlement whichis caused by a default thereunder on the part of a party other than Assignor or one of itsAffiliates);(iii) amend or modify any of the Equipment Agreements or theLeases or any of the Entitlements if such amendment or modification would be reasonably likelyto materially and adversely affect either the Hotel/Casino Facilities or any Additional Business;(iv) waive any default under or breach of any EquipmentAgreements, any Leases or any Entitlements except for any waiver that would not be reasonablylikely to result in any material adverse affect on either the Hotel/Casino Facilities or anyAdditional Business; or(v) give any consent, waiver or approval which would impairAssignor's interest in any of the Equipment Agreements, any of the Leases or any of theEntitlements if such consent, waiver or approval would be reasonably likely to materially andadversely affect either the Hotel/Casino Facilities or any Additional Business.5. Notwithstanding anything to the contrary contained in this Assignment, itis understood and agreed that so long as there shall exist no Event of Default under the CreditAgreement or Deed of. Trust, there is reserved to Assignor a revocable license to retain, use andenjoy the Equipment Agreements, the Leases, the Entitlements and the properties andentitlements which are the subject thereof. Upon the occurrence of an Event of Default, suchlicense granted to Assignor may be immediately revoked by Agent without further demand orNY55/442715.3 4

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 43 of 52notice and Agent is hereby empowered to enter and take possession of the Real Property and touse, manage and operate the same and to do all acts required or permitted by the EquipmentAgreements, the Leases and/or the Entitlements, and perform such other acts in connection withthe use, management and operation of the properties and entitlements, which are the subject ofthe Equipment Agreements, the Leases and the Entitlements as Agent, in its sole discretion, maydeem proper (including, without limitation, such acts as are otherwise authorized under thisAssignment). Agent agrees that, until such license granted to Assignor has been revoked, as setforth above, Agent shall refrain from exercising its rights and remedies which are granted withrespect to the Equipment Agreements, the Leases, the Entitlements and/or the properties theyconcern under Section 1 of this Assignment or under this Section 5. Should the Event of Defaultwhich resulted in any such revocation (and all other Events of Default that may then exist) becured prior to foreclosure, deed-in-lieu of foreclosure, or a similar conveyance under the LoanDocuments, then such license granted to Assignor shall be immediately reinstated withoutfurther demand or notice and Agent shall, as soon as reasonably possible, redeliver to Assignorpossession of the Equipment Agreements, of the Leases and of the Entitlements (and, at theexpense of Assignor, shall execute such notices to third parties as Assignor may reasonablyrequest) and the parties hereto shall each be restored to, and be reinstated in, their respectiverights and positions hereunder as if the Event of Default had not occurred (without impairment ofor limitation on Agent's right to proceed hereunder upon any other Events of Default).6. It is also understood and agreed that so long as there shall exist no Eventof Default under the Credit Agreement or Deed of Trust, there is reserved to Assignor arevocable license to collect the Rents and Revenues as they become due, but not prior to accrual.Upon the occurrence of an Event of Default, such license granted to Assignor may beimmediately revoked without further demand or notice and Agent is hereby empowered, butshall not be obligated, to do any, or all of the following: (i) enter and take possession of the RealProperty; (ii) manage and operate all, or any portion of, the Real Property, the Hotel/CasinoFacilities and/or the Additional Businesses (or any of them); (iii) demand payment of the Rentsand Revenues from the appropriate party; (iv) give notice that further payments of Rents andRevenues are to be made as directed by Agent; and (v) settle, compromise, bring suit in respectof Rents and Revenues or otherwise deal with the person owing such Rents and Revenues, eitherin the name of Assignor or in its own name; all on its own behalf or through a receiver. If anysuch Rents and Revenues are collected by Assignor in violation of this Assignment, such Rentsand Revenues shall be held in trust for the benefit of Agent. No action taken by Agent, or by areceiver, in exercising any of the rights and remedies hereunder shall cause any of them to becharacterized as a Person in possession. This Assignment is intended to be and is an absolutepresent assignment from Assignor to Agent and not merely the passing of a security interest.Agent agrees that, until such license granted to Assignor has been revoked, as set forth above,Agent shall refrain from exercising its rights and remedies which are granted with respect to theRents and Revenues and/or the collection thereof under Section 1 of this Assignment or underthis Section 6. Should the Event of Default which resulted in any such revocation (and all theother Events of Default then existing) be cured prior to foreclosure, deed-in-lieu of foreclosure,or a similar conveyance under the Loan Documents, then such license granted to Assignor shallNY55/442715.3 5

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 44 of 52be immediately reinstated without further demand or notice and Agent shall, as soon asreasonably possible, execute, at the expense of Assignor, such notices to third parties as Assignormay reasonably request and the parties hereto shall each be restored to, and be reinstated in, theirrespective rights and positions hereunder as if the Event of Default had not occurred (withoutimpairment of or limitation on Agent's right to proceed hereunder upon any other Events ofDefault).7. Agent shall not be obligated to perform or discharge any obligation orduty to be performed or discharged by Assignor under the Equipment Agreements, the Leases,the Entitlements, and/or relating to the Rents and Revenues. This Assignment shall not placeresponsibility for the management, control, care, operation or repair of the Real Property, theHotel/Casino Facilities or any Additional Business, upon any of the Agent or Lenders, or uponany of their respective trustees, officers, directors, employees, agents, attorneys, stockholders,members or partners (collectively, the "Indemnified Parties"); nor shall this Assignment causeany of the Indemnified Parties to be responsible or liable for any negligence in the management,control, care, operation or repair of the Real Property, the Hotel/Casino Facilities or anyAdditional Business, which results in loss, injury or death to any tenant, guest, licensee,employee or stranger (provided that this Section 7 shall not act to relieve any Indemnified Partyfrom liability which results from such Indemnified Party's own gross negligence or willfulmisconduct).8. Assignor agrees to indemnify, protect, defend and hold harmless theIndemnified Parties from and against any and all losses, dsmsges, expenses or liabilities of anykind or nature from any suits, claims, demands or other proceedings, including reasonablecounsel fees incurred in investigating or defending such claim, suffered by any of them andcaused by, relating to, arising out of, resulting from, or in any way connected with: (i) thisAssignment; (ii) any of the Equipment Agreements, the Leases, the Entitlements, or the Rentsand Revenues; or (iii) the management, control, care, operation or repair of the Real Property,the Hotel/Casino Facilities and/or any Additional Business; all in accordance with the JointVenture Agreement, Operating Agreement and all applicable Loan Documents.9. Assignor agrees that this Assignment and the designation and directionsherein set forth are irrevocable. Until all Indebtedness and Obligations of the Borrowers havebeen paid and performed in full, Assignor will not make any other assignment, designation ordirection inconsistent herewith (except as otherwise permitted in the Credit Agreement), and anysuch assignment, designation or direction which is inconsistent herewith shall be void. Assignorwill, from time to time, execute all such instruments of further assurance and all suchsupplemental instruments as may be reasonably requested by Agent.10. No action or inaction on the part of Agent, or any Lender, shall constitutean assumption on the part of Agent, or any Lender, of any obligations or duties under theEquipment Agreements, Leases and/or the Entitlements, or relating to the Rents and Revenues.No action or inaction on the part of Assignor shall adversely affect or limit in any way the rightsNY551442715.3 6

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 45 of 52of Agent under this Assignment or, through this Assignment, under the Equipment Agreements,the Leases and/or the Entitlements, or relating to the Rents and Revenues.11. Assignor covenants and represents that no other assignments of theirinterests in the Equipment Agreements, Leases and/or the Entitlements, or of its interests in theRents and Revenue have been made; that no notice of termination has been served on Assignorwith respect to any Equipment Agreements, the Leases or the Entitlements, the termination ofwhich would be reasonably likely to materially and adversely affect either the Hotel/CasinoFacilities or any Additional Business; and that there are presently no defaults existing under anyof the Equipment Agreements, the Leases or the Entitlements, which defaults would bereasonably likely to materially and adversely affect either the Hotel/Casino Facilities or anyAdditional Business if left uncured.12. Upon the payment of all Indebtedness and performance of all Obligationsof the Borrowers under the Credit Agreement in full, Agent, at the request and the expense ofAssignor, will deliver either an instrument canceling this Assignment or assigning the rights ofthe Agent hereunder, as Assignor shall direct.13. Assignor and Agent intend that this Assignment shall be a present,absolute and unconditional assignment, subject to the license granted above, and not merely thepassing of a security interest. During the term of this Assignment, neither the EquipmentAgreements, the Leases, the Entitlements nor the Rents and Revenues shall constitute property ofAssignor (or any estate of Assignor) within the meaning of 11 U.S.C.§541 (as it may beamended or recodified from time to time).14. This Assignment applies to, binds and inures to the benefit of, the partieshereto and their respective heirs, administrators, executors, successors and assigns. ThisAssignment may not be modified or terminated orally.15. All of the rights and remedies of Agent hereunder are cumulative and notexclusive of any other right or remedy which may be provided for hereunder or under any otherLoan Document. Nothing contained in this Assignment and no act done or omitted by Agent, orany Lender, pursuant to its terms shall be deemed a waiver by Agent, or any Lender, of anyrights or remedies under the Loan Documents, and this Assignment is made and acceptedwithout prejudice to any rights or remedies possessed by Agent, or any Lender, under the termsof the Loan Documents. The right of the Agent and the Lenders to collect the secured principal,interest, and other Indebtedness, and to enforce any security may be exercised by Agent prior to,simultaneous with, or subsequent to any action taken under this Assignment.16. Upon the occurrence of an Event of Default, Assignor shall be deemed tohave appointed and does hereby appoint Agent the attorney-in-fact of Assignor to prepare, sign,file and/or record such documents or instruments, or take such other actions, as may bereasonably necessary to perfect and preserve, against third parties, the interest in the EquipmentNY55/442715.3 7

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 46 of 52Agreements, the Leases, the Entitlements and Rents and Revenues which is granted to Agenthereunder.17. This Assignment, the Credit Agreement, the Deed of Trust, the securityinterests granted thereunder and the exercise of rights, powers and remedies thereunder aresubject to all applicable provisions of the Nevada Gaming Control Act, as codified in Chapter463 of Nevada Revised Statutes, as amended from time to time, and the regulations of theNevada Gaming Commission promulgated thereunder, as amended from time to time, and shallbe limited to the extent necessary to not render such documents invalid or unenforceable, inwhole or in part.18. This Assignment shall be governed by the internal laws of the State ofNew York, without regard to principles of conflict of law. This Assignment, however, will begoverned by the mandatory provisions of Nevada law as it relates to the perfection andenforcement of the security interests granted herein, to the extent required to make the remedieseffective.19. This Assignment may be executed in any number of separate counterpartswith the same effect as if the signatures hereto and hereby were upon the same instrument Allsuch counterparts shall together constitute one and the same document.[SIGNATURE PAGE FOLLOWS]NY55/442715.3 8

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 47 of 52IN WITNESS WHEREOF, the parties have executed the foregoing instrument asof the day and year first above written.ASSIGNOR: 155 EAST TROPICANA, LLC,a Nevada limited liability r ti panYBy:N G. KieferTitle: Chief Executive Officer[SIGNATURE PAGE TO ASSIGNMENT OF ENTITLEMENTS –NEVADA – FEE]S-1

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 48 of 52STATE OF )) ss.COUNTY OF )ACKNOWLEDGMENTThis instrument was acknowledged before me on March 2L -, 2005 by NEIL G. KIEFER,as CHIEF EXECUTIVE OFFICER of 155 EAST TROPICANA, LLC.NOTAR PUBLICMy commission expi[SIGNATURE PAGE TO ASSrGNMENT OF ENTITLEMENTS —NEVADA — FEE]S-3

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 49 of 52AGENT:WELLS FARGO FOOTHILL, INC., aCalifornia corporation, in its capacity as thearranger an administrative agentBy:arse: Jim FarmerTitle: Senior Vice President[SIGNATURE PAGE TO ASSIGNMENT OF ENTITLEMENTS -NEVADA - FEE]S-2

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 50 of 52ACKNOWLEDGMENTSTATE OF CALIFORNIACOUNTY OF (.it() ss.1%. )On March 204 2005, before me, 4/14 CtdrCit/OilDate Name Title o 1\ Nn e Notary Pi Public)personally appearedName(s) opersonally known to me0 proved to me on the basis of satisfactoryevidenceKARLA SOPHIA GORG1.1Commission # 1301881Notary Public — CaItornialLos Angeles CountyMyComm. Exp Ap422. 2035to be the person whose name is subscribed to thewithin instrument and acknowledged that heexecuted the same in his authorized capacity, andthat by his signature on the instrument, the person,or the entity on behalf of which the person acted,executed the instrument.SS my hand and official seal.(SEAL)[SIGNATURE PAGE TO ASSIGNMENT OF ENTITLEMENTS –NEVADA – FEE]S-4

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 51 of 52EXHIBIT "A"LEGAL DESCRIPTIONAll that certain real property situated in the County of Clark, State of Nevada, describedas follows:PARCEL I:That portion of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, Township 21 South, Range 51 East,M.D.M., described as follows:COMMENCING at the North Quarter (N 1/4) corner of said Section 28;THENCE South 89'50'14" west, along the North line of the Northwest Quarter (NW 1/4)of said Section 28, a distance of 1,318.16 feet to a point;THENCE South 02'54'50" East, a distance of 101.41 feet to a point on the South right ofway line of Tropicana Avenue (100 feet wide) said point also being the Northwest (NW)corner of Tropicana Park, as shown by map thereof on file in Book 8 of Plats,Page 37 and reverted to acreage by map thereon on file in Book 15 of Plats,Page 11, Clark County Records said point being the TRUE POINT OF BEGINNING;THENCE North 87'11'36" East, along said South right of way line, a distance of452.59 feet to a point of tangency of a curve concave to the Southwest andhaving a radius of 15.00 feet;THENCE along said curve through a central angle of 89'50'04" an arc length of 23.52feet to a point on the Westerly right of way line of Scott Street, as shown on said plats;THENCE South 02'58'20" East, along said right of way line, a distance of 631.04 feet toa point on the centerline of Mona Avenue, as shown on the aforementioned plat ofTropicana Park;THENCE South 87'01'40" West, along said centerline, and the Westerlyextension thereof, a distance of 468.21 feet to a point on the West line ofsaid Tropicana Park;THENCE North 02'54'50" West, along said line to the TRUEPOINT OF BEGINNING.EXCEPTING THEREFROM that portion of said land conveyed to the State of Nevadaby deed recorded June 23, 1999 in Book 990623, Doc/Inst. No. 02544, OfficialRecords, Clark County, Nevada.PARCEL II:(Hotel San Remo Convention Center)The Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NENY55/4427153

Case 11-22216-bam Doc 16-9 Entered 08/01/11 18:20:48 Page 52 of 521/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 21 South, Range61 East, M.D.M.EXCEPT the portion thereof conveyed to the State of Nevada by Deed recorded May29, 1959 as Document No. 162200 of Official Records, Clark County, NevadaRecords.FURTHER EXCEPTING the interest in the South 30 feet and the West 20 feetconveyed to Clark County for roads, utilities and other public and incidentalpurposes by Deed recorded September 13, 1971 as Document No. 128706.FURTHER EXCEPTING that portion of said land conveyed to Ben Hur Hotel, Inc.described as follows:COMMENCING at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of said Section 28;THENCE North 88'43'17" West along the South line thereof a distance of 658.98 feet tothe Southwest (SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of Section 28, said point being the TRUE POINT OFBEGINNING;THENCE continuing North 88'43'17" West a distance of 148.90 feet to theSoutheast (SE) corner of the Tropicana Park Subdivision as shown in Book 8 ofPlats, Page 37, Clark County Records, Nevada; thence North 00'26'17" West alongthe East line of said Tropicana Park a distance of 571.77 feet;THENCE North 89'38'50" East a distance of 149.91 feet to a point in the West line of theEast Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28;THENCE South 00'19'51" East a distance of 576.01 feetto the TRUE POINT OF BEGINNING.FURTHER EXCEPTING that certain spandrel area conveyed to Clark County for roadpurposes by Deed recorded May 4, 1987 as Document No. 870504/00953 andre-recorded May 20, 1987 as Document No. 870520/00620 of Official Records.NY55/442715.3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 1 of 45EXHIBIT 11

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 2 of 45Execution VersionSECURI'I IES ACCOUNT CONTROL AGREEMENTMarch 29, 2005Wells Fargo Foothill, Inc., a California corporation, whose address is 2450 ColoradoAvenue, Suite 3000W, Santa Monica, CA 90404, Attention: Business Finance DivisionManager ("Secured Party"); Eastern & Western Hotel Corporation, whose address is155 E. Tropicana, Las Vegas, NV 89109, whose address is ("Grantor"); and Wells FargoBrokerage Services, LLC, whose address is 608 2" d Avenue South, 101 Floor, MAC-N9303-104, Minneapolis, MN 55402-1916 Attention: John Riutzel, ("SecuritiesIntermediary"); hereby agree as follows:Securities Intermediary and Grantor have entered into a customeragreement (as from time to time amended, modified, supplemented, orrestated, the "Customer Agreement"), pursuant to which SecuritiesIntermediary has established its securities account number 11553005 inthe name of Grantor (collectively, the "Securities Account").B. Grantor and Secured Party have entered into a Guarantee and PledgeAgreement dated March 29, 2005 (as from time to time amended,modified, supplemented, or restated, the "Security Agreement"), in whichGrantor has granted Secured Party a security interest in the SecuritiesAccount..C. Secured Party, Grantor and Securities Intermediary are entering into thisAgreement to provide for the control of the Securities Account and toperfect the security interest of Secured Party in the Securities Account asmore fully described in the Security Agreement.1. The Securities Account. Securities Intermediary hereby represents andwarrants to Secured . Party and Grantor that (i) the Securities Account has been establishedin the name of Grantor as recited above, (ii) the Customer Agreement, the securityentitlements arising out of the financial assets carried in the Securities Account and anyfree credit balances are valid and legally binding obligations of Securities Intermediary,and (iii) except for the claims and interest of Secured Party and of Grantor in theSecurities Account, Securities Intermediary does not know of any claim to or interest inthe Securities Account or in any financial asset carried therein. Securities Intermediarywill treat all property held by it in the Securities Account as financial assets under Article8 of the Uniform Commercial Code of New York (the "State").2. No Withdrawals After Receipt of Notice of Exclusive Control. AfterSecurities Intermediary receives a Notice of Exclusive Control (as such term is defined inSection 4 below), notwithstanding the provisions of Section 3 below, Securities

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 3 of 45Intermediary shall (i) neither accept nor comply with any entitlement order from Grantorwithdrawing any financial assets from the Securities Account nor deliver any suchfinancial assets to Grantor nor pay any free credit balance or other amount owing fromSecurities Intermediary to Grantor with respect to the Securities Account without thespecific prior written consent of Secured Party, and (ii) comply with entitlement orders'originated by Secured Party concerning the Securities Account without further consent ofGrantor.3. Priority of Lien. Securities Intermediary hereby acknowledges that it hasreceived notice of the existence of the Security Agreement and of the security interest ofSecured Party in the Securities Account and recognizes the security interest grantedtherein to Secured Party by Grantor. Securities Intermediary hereby confums that theSecurities Account is a cash Securities Account and that it will not advance any margin orother credit to Grantor therein, either directly or by allowing it to trade in instrumentssuch as options and commodities contracts that create similar obligations, norhypothecate any securities carried in the Securities Account. Securities Intermediaryhereby waives and releases all liens, encumbrances, claims and rights of setoff it mayhave against the Securities Account of any financial asset carried in the SecuritiesAccount or any credit balance in the Securities Account and agrees that, except forpayment of its customary fees and commission pursuant to the Customer Agreement, itwill not assert any such lien, encumbrance, claim or right against the Securities Accountor any financial asset carried in the Securities Account or any credit balance in theSecurities Account. Securities Intermediary will not agree with any third party thatSecurities Intermediary will comply with entitlement orders concerning the SecuritiesAccount originated by such third party without the prior written consent of Secured Partyand Grantor.4. Control. Except as otherwise provided in Sections 2 and 3 above,Securities Intermediary shall make trades of financial assets held in the SecuritiesAccount at the instruction of Grantor, or its authorized representatives, and comply withentitlement orders concerning the Securities Account from Grantor, or its authorizedrepresentatives, until such time as Secured Party delivers a written notice to SecuritiesIntermediary which states that Secured Party is thereby exercising exclusive control overthe Securities Account. Such notice may be referred to herein as the "Notice of ExclusiveControl". After Securities Intermediary receives a Notice of Exclusive Control, it willimmediately cease complying with instructions or entitlement orders concerning theSecurities Account originated by Grantor or its representatives.5. Statements, Confirmations and Notices of Adverse Claims. SecuritiesIntermediary will send copies of all statements, confirmations and other correspondenceconcerning the Securities Account simultaneously to each of Grantor and Secured Party atthe address set forth in the heading of this Agreement. If Securities Intermediaryacquires knowledge that any person asserts any lien, encumbrance or adverse claimagainst the Securities Account or in any financial asset carried therein, SecuritiesIntermediary will promptly notify Secured Party and Grantor thereof.2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 4 of 456. Responsibility of Securities Intermediary. Except for permitting awithdrawal or payment in violation of Section 2 above or advancing margin or othercredit to Grantor in violation of Section 3 above, Securities Intermediary shall have noresponsibility or liability to Secured Party for making trades of fmancial assets held in theSecurities Account at the instruction of Grantor, or its authorized representatives, whichare received by Securities Intermediary before Securities Intermediary receives a Noticeof Exclusive Control. Securities Intermediary shall have no responsibility or liability toGrantor for complying with a Notice of Exclusive Control or complying with entitlementorders concerning the Securities Account originated by Secured Party. Neither thisAgreement nor the Security Agreement imposes or creates any obligation or duty ofSecurities Intermediary other than those expressly set forth herein.7. Tax Reporting. All items of income, gain, expense and loss recognizedin the Securities Account shall be reported to the Internal Revenue Service and all stateand local taxing authorities under the name and taxpayer identification number ofGrantor.8. Customer Agreement. This Agreement supplements the CustomerAgreement among the parties hereto. In the event of a conflict between this Agreementand the Customer Agreement, the terms of this Agreement will prevail. Regardless ofany provision in the Customer Agreement, the State shall be deemed to be the SecuritiesIntermediary's location for the purposes of this Agreement and the perfection and priorityof Secured Party's security interest in the Securities Account.9. Termination. The rights and powers granted herein to Secured Party havebeen granted in order to perfect its security interest in the Securities Account, are powerscoupled with an interest and will neither be affected by the death or bankruptcy ofGrantor nor by the lapse of time. The obligations of the Securities Intermediary underSections 2, 3, 4 and 5 above shall continue in effect until the security interest of SecuredParty in the Securities Account has been terminated pursuant to the terms of the SecurityAgreement and Secured Party has notified Securities Intermediary of such termination inwriting. Upon receipt of such notice the obligations of Securities Intermediary underSections 2, 3, 4 and 5 above with respect to the operation and maintenance of theSecurities Account after the receipt of such notice shall terminate, Secured Party shallhave no further right to originate entitlement orders concerning the Securities Accountand Securities Intermediary may take such steps as Grantor may request to vest fullownership and control of the Securities Account in Grantor, including, but not limited to,removing the name of Secured Party from the Securities Account or transferring all of thefinancial assets and credit balances in the Securities Account to another securitiesSecurities Account in the name of Grantor or its designee.10. This Agreement. This Agreement, the schedules and exhibits hereto andthe agreements and instructions required to be executed and delivered hereunder set forththe entire agreement of the parties with respect to the subject matter hereof and supersede3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 5 of 45and discharge all prior agreements (written or oral) and negotiations and allcontemporaneous oral agreements concerning such subject matter and negotiations.There are no oral conditions precedent to the effectiveness of this Agreement.11. Amendments. No amendment, modification or termination of thisAgreement or waiver of any right hereunder shall be binding on any party hereto unless itis in writing and is signed by the party to be charged.12. Severability. If any term or provision set forth in this Agreement shall beinvalid or unenforceable, the remainder of this Agreement, or the application of suchterms or provisions to persons or circumstances, other than those to which it is heldinvalid or unenforceable, shall be construed in all respects if such invalid orunenforceable term or provision were omitted.13. Successors. The terms of this Agreement shall be binding upon, and shallinure to the benefit of, the parties hereto and their respective corporate successors or heirsand personal representatives.14. Rules of Construction. In this Agreement, words in the singular numberinclude the plural, and in the plural include the singular; words of the masculine genderinclude the feminine and the neuter, and when the sense so indicates words of the neutergender may refer to any gender and the word "or" is disjunctive but not exclusive. Thecaptions and section numbers appearing in this Agreement are inserted as a matter ofconvenience. They do not define, limit or describe the scope or intent of the provisions ofthis Agreement.15. Notices. Any notice, request or other communication required orpermitted to be given under this Agreement shall be in writing and deemed to , have beenproperly given when delivered in person, or when sent by telecopy or other means andelectronic confirmation of error free receipt is received or two days after being sent bycertified or registered United States mail, return receipt requested, postage prepaid,addressed to the party at the address set forth next to such parties' name at the heading ofthis Agreement. Any party may change its address for notices in the manner set forthabove.16. Choice of Law. The parties hereto agree that certain material events,occurrences and transactions relating to this Agreement bear a reasonable relationship tothe State. The validity, terms, performance and enforcement of this Agreement shall begoverned by those laws of the. State which are applicable to agreements which arenegotiated, executed, delivered and performed solely in the State.17. Counterparts. This Agreement may be executed in any numbercounterparts, all of which shall constitute one and the same instrument, and any partyhereto may execute this Agreement by signing and delivering one or more counterparts.Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as4

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 6 of 45effective as delivery of an original executed counterpart of this Agreement. Any partydelivering an executed counterpart of this Agreement by telefacsimile also shall deliveran original executed counterpart of this Agreement but the failure to deliver an originalexecuted counterpart shall not affect the validity, enforceability, and binding effect of thisAgreement.IN WITNESS WHEREOF, the parties hereto have caused this Agreement as ofthe date first above written.[Signature Pages Follow]5

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 7 of 45GRANTOR:EASTERN & WESTERN HOTELCORPORATION,a Nevada corporationBy:Mic 1 J. HesslingIts: Executive Vice President andAssistant Secretary[SIGNATURE PAGE TO CONTROL AGREEMENT]S-1

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 8 of 45-erECURED PARTY:WELLS FARGO FOOTHILL, INC.,a California corporation,as AgentBy:Name: Jim FarmerTitle: Senior Vice President[SIGNATURE PAGE TO CONTROL AGREEMENT]S-2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 9 of 45MAR-29-2005 TUE 12:23 Pr LS FARGO FOOTHILL FAX NO, 1 511357 P. 01mm w vi.; I I .uoa VVtLLS IBS LA k 42366 p.1•SECURITIES INTERMEDIARY:WELLS FARGO BROKERAGE SERVICES, LLCeVrACA-.

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 10 of 45EXHIBIT 12

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 11 of 45Execution VersionPARENT PLEDGE AGREEMENTThis PARENT PLEDGE AGREEMENT (this "Agreement") is made this 29th day of March, 2005,among FLORIDA HOOTERS LLC, a Nevada limited liability company ("Florida Hooters"), EW COMMONLLC, a Nevada limited liability company ("EW Common": Florida Hooters and EW Common collectively,jointly and severally, "Pledgors" and each individually "Pledgor") and WELLS FARGO FOOTHILL, INC., inits capacity as administrative agent for the Lender Group and the Bank Product Provider (together with itssuccessors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated,supplemented or otherwise modified from time to time, including all schedules thereto, the "CreditAgreement") among 155 East Tropicana, LLC, a Nevada limited liability company ("Parent"), and each ofParent's Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent, arereferred to hereinafter each individually as a "Borrower", and individually and collectively, jointly andseverally, as the "Borrowers"), the lenders party thereto as "Lenders" ("Lenders"), and Agent, the LenderGroup is willing to make certain financial accommodations available to Borrowers from time to time pursuantto the terms and conditions thereof,WHEREAS, Pledgors own the Investment Related Property (as hereinafter defined and listed onSchedule 1 attached hereto), andWHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the otherLoan Documents and to induce the Lender Group to make financial accommodations to Borrowers as providedfor in the Credit Agreement, Pledgors have agreed to grant a continuing security interest in and to theCollateral (as hereinafter defined) in order to secure the prompt and complete payment, observance andperformance of, among other things, (a) the obligations of Pledgors arising from this Agreement, (b) theobligations of Borrowers arising from the Credit Agreement, and the other Loan Documents, (c) all BankProduct Obligations, and (d) all Obligations of Borrowers (including, without limitation, any interest, fees orexpenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowablein whole or in part as a claim in any Insolvency Proceeding), plus reasonable attorneys fees and expenses if theobligations represented thereunder are collected by law, through an attorney-at-law, or under advice therefrom(clauses (a), (b), (c), and (d) being hereinafter referred to as the "Secured Obligations"), by the granting of thesecurity interests contemplated by this Agreement, andNOW, THEREFORE, for and in consideration of the recitals made above and other good and valuableconsideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties heretoagree as follows:1. Defined Terms. AH capitalized terms used herein (including, without limitation, in thepreamble and recitals hereof) without definition shall have the meanings ascribed thereto in the CreditAgreement. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, thefollowing terms shall have the following meanings: •Agreement.(a) "Bank Product Obligations" has the meaning specified therefor in the CreditLA/1101452.5

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 12 of 45(b)(c)(d)''Bank Product Provider" has the meaning specified therefor in the Credit Agreement"Books" has the meaning specified therefor in Section 2 hereof."Closing Date" has the meaning specified therefor in the Credit Agreement(e) ''Code" means the New York Uniform Commercial Code, as in effect from time totime; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of theattachment, perfection, priority, or remedies with respect to Agent's Lien on any Collateral is governed by theUniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term"Code" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely forpurposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.(f)(g)(h)"Collateral" has the meaning specified therefor in Section 2 hereof."Commitment" has the meaning specified therefor in the Credit Agreement"Event of Default" has the meaning specified therefor in the Credit Agreement.(i) ''Gaming Laws" means all applicable federal, state and local laws, rules andregulations pursuant to which the Nevada Gaming Authorities possess regulatory, licensing or permit authorityover the ownership or operation of gaming facilities within the State of Nevada, including, the Nevada GamingControl Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and theregulations of the NGC promulgated thereunder.Agreement.Agreement.(j)(k)"Governing Documents" has the meaning specified therefor in the Credit"Governmental Authority" has the meaning specified therefor in the Credit(1) "Insolvency Proceeding" has the meaning specified therefor in the Credit Agreement.(m) "Investment Related Property" means (i) investment property (as that term is definedin the Code) in the Pledged Companies, and (ii) all of the following regardless of whether classified asinvestment property under the Code: all Pledged Interests, Pledged Operating Agreements, and PledgedPartnership Agreements.(n)(o)(p)"Lender Group" has the meaning specified therefor in the Credit Agreement."Lien" has the meaning specified therefor in the Credit Agreement."Loan Documents" has the meaning specified therefor in the Credit Agreement.(q) "Nevada Gaming Authorities" means the NGC, the NGCB and applicable county,city and municipal authorities within the State of Nevada possessing regulatory, licensing or permit authorityover the ownership or operation of gaming activities in the State of Nevada (or any such county, city ormunicipality therein).(r)(s)"NGC" means the Nevada Gaming Commission."NGCB" means the Nevada State Gaming Control Board.LA/1101452.5 2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 13 of 45(t)(u)"Obligations" has the meaning specified therefor in the Credit Agreement."Person" has the meaning specified therefor in the Credit Agreement.(v) "Pledgedp Companies" means, each Person listed on Schedule 1 hereto as a "PledgedCompany", together with each other Person, all or a portion of whose Stock, is acquired or otherwise ownedby a Pledgor after the Closing Date.(w) "Pledged Interests" means all of each Pledgor's right, title and interest in and to all ofthe Stock now or hereafter owned by such Pledgor, regardless of class or designation, including, withoutlimitation, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, allproceeds thereof and all rights relating thereto, including, without limitation, any certificates representing theStock, the right to request after the occurrence and during the continuation of an Event of Default (subject toapplicable Gaming Laws) that such Stock be registered in the name of Agent or any of its nominees, the rightto receive any certificates representing any of the Stock and the right to require that such certificates bedelivered to Agent together with undated powers or assignments of investment securities with respect thereto,duly endorsed in blank by such Pledgor, all warrants, options, share appreciation rights and other rights,contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus, orother compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments,and other property from time to time received, receivable, or otherwise distributed in respect of or in additionto, in substitution of, on account of, or in exchange for any or all of the foregoing.(x) "Pledged Interests Addendum" means a Pledged Interests Addendum substantially inthe form of Exhibit A to this Agreement(y) "Pledged Operating Agreements" means all of each Pledgor's rights, powers, andremedies under the limited liability company operating agreements of the Pledged Companies that are limitedliability companies.(z)"Pledged Partnership Agreements" means all of each Pledgor's rights, powers, andremedies under the partnership agreements of each of the Pledged Companies that are partnerships.(aa) "Proceeds" has the meaning specified thereto in Section 2 hereof.(bb) "Security Interest" has the meaning specified thereto in Section 2 hereof.(cc) "Senior Secured Notes" means the Senior Secured Notes due 2012 issued byBorrowers pursuant to the Senior Secured Note Indenture.(dd) "Senior Secured Note Indenture" means that certain indenture, dated as of the datehereof, among the Trustee, Borrowers and their Subsidiaries.(ee) "Stock" has the meaning specified therefor in the Credit Agreement(2) "Trustee" means The Bank of New York Trust Company, N.A., in its capacity astrustee for the holders of the Senior Secured Notes.(gg) "Trustee Liens" means the Liens granted by Pledgors to the Trustee as CollateralAgent under the Senior Secured Note Indenture pursuant to the Trustee Pledge Agreement, only so long asPledgors' obligations remain outstanding thereunder and to the extent such Lien remains subject to theIntercreditor Agreement.LA/1101452.5 3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 14 of 45(hh) "Trustee Pledge Agreement" means that certain Parent Pledge Agreement, dated asof the date hereof, by and among Pledgors and the Trustee.2. Grant of Security. Each Pledgor hereby unconditionally grants, assigns and pledges to Agent,for the benefit of the Lender Group and the Bank Product Provider, a continuing security interest in(hereinafter referred to as the "Security Interest"), such Pledgor's right, title, and interest in and to thefollowing personal property, whether now owned or hereafter acquired or arising and wherever located (the"Collateral"):(a)all of such Pledgor's Investment Related Property in the Pledged Companies;(b) all of such Pledgor's books and records indicating, summarizing, or evidencing itsInvestment Related Property ("Books");(c) all of the proceeds and products, whether tangible or intangible, of the foregoing,including proceeds of insurance or commercial tort claims covering or relating to the foregoing, and any andall Investment Related Property, money, or other tangible or intangible property resulting from the sale, lease,license, exchange, collection, or other disposition of any of the foregoing, any rebates or refunds, whether fortaxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and theproceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured ornot insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reasonof loss or damage to, or otherwise with respect to the foregoing Collateral (the "Proceeds"). Without limitingthe generality of the foregoing, the term "Proceeds" includes whatever is receivable or received whenInvestment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whethersuch disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity orguaranty payable to any Pledgor or Agent from time to time with respect to any of the Investment RelatedProperty.3. Security for Obligations. This Agreement and the Security Interest created hereby secures thepayment and performance of all the Secured Obligations, whether now existing or arising hereafter. Withoutlimiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitutepart of the Obligations and would be owed by Borrowers, or any of them, to Agent, the Lender Group, theBank Product Provider or any of them, but for the fact that they are unenforceable or not allowable due to theexistence of an Insolvency Proceeding involving any Borrower.4. Pledgors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of thePledgors shall remain liable under the contracts and agreements included in the Collateral, including, withoutlimitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of theduties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) theexercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not releaseany Pledgor from any of its duties or obligations under such contracts and agreements included in theCollateral, and (c) none of the members of the Lender Group shall have any obligation or liability under suchcontracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the membersof the Lender Group be obligated to perform any of the obligations or duties of any Pledgor thereunder or totake any action to collect or enforce any claim for payment assigned hereunder. Without limiting thegenerality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of thePledged Interests, including, without limitation, all voting, consensual, and dividend rights, shall remain in theapplicable Pledgor until the occurrence and continuation of an Event of Default and until Agent shall notify theapplicable Pledgor of Agent's exercise of voting, consensual, and/or dividend rights with respect to thePledged Interests pursuant to Section 10 hereof.5. Representations and Warranties. Each Pledgor, jointly and severally, hereby represents andwarrants as follows:LA/1101452.5 4

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 15 of 45(a) The exact legal name of each of the Pledgors is set forth on the signature pages ofthis Agreement or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.(b) This Agreement creates a valid security interest in the Collateral of each of thePledgors, to the extent a security interest therein can be created under the Code, securing the payment of theSecured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filingof a financing statement under the Code, all filings and other actions necessary or desirable to perfect andprotect such security interest have been duly taken or will have been taken upon the filing of financingstatements listing each applicable Pledgor, as a debtor, and Agent, as secured party, in the jurisdictions' listednext to such Pledgor's name on Schedule 2 attached hereto. Upon the making of such filings, Agent shall havea first priority perfected security interest in the Collateral of each Pledgor to the extent such security interestcan be perfected by the filing of a financing statement.(c) (i) Except for the Security Interest created hereby, each Pledgor is and will at alltimes be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than theTrustee Liens, of the Pledged Interests indicated on Schedule 1 as being owned by such Pledgor and, whenacquired by such Pledgor, any Pledged Interests acquired after the Closing Date; (ii) all of the PledgedInterests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constituteor will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies ofsuch Pledgor identified on Schedule 1 hereto as supplemented or modified by any Pledged InterestsAddendum; (iii) such Pledgor has the right and requisite authority to pledge, the Investment Related Propertypledged by such Pledgor to Agent as provided herein; (iv) all actions necessary or desirable to perfect,establish the first priority of, or otherwise protect, Agent's Liens in the Investment Related Collateral, and theproceeds thereof, have been duly taken, (A) upon the execution and delivery of this Agreement; (B) upon thetaking of possession by Agent of any certificates constituting the Pledged Interests, to the extent such PledgedInterests are represented by certificates, together with undated powers endorsed in blank by the applicablePledgor; and (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 2attached hereto for such Pledgor with respect to the Pledged Interests of such Pledgor that are not representedby certificates, and (v) each Pledgor has delivered to and deposited with Agent (or, with respect to any PledgedInterests created after the Closing Date, will deliver and deposit in accordance with Sections 6(a)and 7 hereof) all certificates representing the Pledged Interests owned by such Pledgor to the extent suchPledged Interests are represented by certificates, and undated powers endorsed in blank with respect to suchcertificates.(d) Except for such authorizations, consents and other actions as those described inSection 23 hereof and as shall have been obtained and shall be in effect, no authorization, consent, approval orother action by, and no notice to or registration, recordation or filing with, any Governmental Authority isrequired for (i) the due execution, delivery and performance by each Pledgor of this Agreement, (ii) the grantby each Pledgor of the Security Interest granted by this Agreement, (ill) the perfection of such Security Interest(except for the filing of any appropriate financing statements) or (iv) the exercise by the Lender Group and theBank Product Providers of their rights and remedies under this Agreement; in each case under clauses(i) through (iv) above, except as may be required by applicable Gaming Laws or except as may be required inconnection with such disposition of Investment Related Property by laws affecting the offering and sale ofsecurities generally.6. Covenants. Each Pledgor, jointly and severally, covenants and agrees with Agent and theLender Group, that from and after the date of this Agreement and until the date of termination of thisAgreement in accordance with Section 21 hereof:(a) Possession of Collateral. In the event that any Collateral, including proceeds, isevidenced by or consists of Negotiable Collateral (as such term may be defined in the Code), InvestmentRelated Property, or Chattel Paper (as such term may be defined in the Code), and if and to the extent thatperfection or priority of Agent's Security Interest is dependent on or enhanced by possession, the applicableLA/1101452.55

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 16 of 45Pledgor, immediately upon the request of Agent and in accordance with Section 8 hereof, shall execute suchother documents as shall be requested by Agent in its Permitted Discretion or, if applicable, endorse anddeliver physical possession of such Negotiable Collateral (as such term may be defined in the Code),Investment Related Property, or Chattel Paper (as such terms may be defined in the Code) to Agent, togetherwith such undated powers endorsed in blank as shall be requested by Agent.(b) Investment Related Property.If any Pledgor shall receive or become entitled to receive any PledgedInterests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof)deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;All sums of money and property paid or distributed in respect of theInvestment Related Property which are received by any Pledgor shall be held by the Pledgors in trust for thebenefit of Agent segregated from such Pledgor's other property, and such Pledgor shall deliver it forthwith toAgent's in the exact form received • provided, however, that cash dividends received by any Pledgor, if and tothe extent they are not prohibited by the Credit Agreement, may be retained by such Pledgor so long as noEvent of Default has occurred or is continuing;Each Pledgor shall promptly deliver to Agent a copy of each notice or othercommunication received by it in respect of any Pledged Interests;(iv) No Pledgor shall make or consent to any amendment or other modificationor waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged PartnershipAgreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interestsother than pursuant to the Loan Documents;(v) Each Pledgor agrees that it will cooperate with Agent in obtaining allnecessary approvals and making all necessary filings under federal, state, local, or foreign law in connectionwith the Security Interest on the Investment Related Property or any sale or transfer thereof; and(vi) As to all limited liability company or partnership interests, issued under anyPledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnershipinterests, issued each Pledgor, jointly and severally, hereby represents, warrants and covenants that the PledgedInterests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securitiesexchanges or in securities markets, (B) do not and will not constitute investment company securities, and(C) are not and will not be held by such Pledgor in a securities account. In addition, none of the PledgedOperating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of thePledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provideor shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform CommercialCode as in effect in any relevant jurisdiction.(c) Transfers and Other Liens. Pledgors shall not (i) sell, assign (by operation of law orotherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create orpermit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for the TrusteeLiens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent's consent to anysale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the otherLoan Documents.(d) Other Actions as to Any and All Collateral. Each Pledgor shall promptly (and in anyevent within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon acquiringor otherwise obtaining any Collateral after the date hereof consisting of Investment Related Property and,upon the request of Agent and in accordance with Section 8 hereof, promptly execute such other documents, orLA/1101452.5 6

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 17 of 45if applicable, deliver certificates evidencing any Investment Related Property in accordance with Section 6hereof and do such other acts or things deemed necessary or desirable by Agent to protect Agent's SecurityInterest therein.(e) Restrictions on Fundamental Changes. No Pledgor shall (i) enter into any merger,consolidation, reorganization, or recapitalization, or reclassify its Stock, (ii) liquidate, wind up, or dissolveitself (or suffer any liquidation or dissolution), (Hi) convey, sell, lease, license, assign, transfer, or otherwisedispose of, in one transaction or a series of transactions, all or any substantial part of any of the Collateral ofany of Pledgors, or (iv) suspend or go out of a substantial portion of its or their business.(f) Change Name. No Pledgor shall change, and no Pledgor shall cause any Borrower'sor any of its Subsidiaries' to change, its name, organizational identification number, state of organization, ororganizational identity; provided, however, that a Borrower or a Subsidiary of a Borrower may change itsname upon at least 30 days prior written notice by Administrative Borrower to Agent of such change, and solong as, at the time of such written notification, such Borrower or such Subsidiary provides any financingstatements necessary to perfect and continue perfected the Agent's Liens.(g) Records. Each Pledgor shall at all times keep at least one complete set of its recordsconcerning substantially all of the Collateral at the location set forth on Schedule 3 hereto, and not change suchlocation or such records without giving Agent at least thirty (30) days prior written notice thereof.(h) Additional Stock. Each Pledgor shall, to the extent it may lawfully do so, use its bestefforts to prevent the Pledged Companies from issuing additional Stock or Proceeds, except for cash dividendsor other distributions, if any, that are not prohibited by the terms of the Credit Agreement to be paid by thePledged Companies to Pledgors.Amendment of Governing Documents. Pledgors shall not permit the PledgedCompanies to (i) authorize the amendment of or amend the Governing Documents of the Pledged Companiesto provide that the Stock of such Pledged Company is governed by Article 8 of the Code, or (ii) authorize theissuance of or issue certificates evidencing the Stock of the Pledged Companies unless such certificates havebeen pledged and delivered to Agent pursuant to the terms of this Agreement.Gaming Laws. Each Pledgor shall obtain, as promptly as practicable following thedate hereof, the applicable approvals of the Nevada Gaming Authorities, as referred to in Section 23 hereof,required to authorize or continue the pledge or negative pledge of the Investment Related Property in thisAgreement and shall promptly execute any and all such instruments and documents, deliver any certificatesand do all such other acts or things deemed necessary, appropriate or desirable by the Nevada GamingAuthorities to obtain such approvals. Furthermore, in connection with the Operator Licensing Event, eachPledgor shall obtain all necessary consents or approvals of the Nevada Gaming Authorities for the continuedeffect of the pledge of the Investment Related Property pursuant to this Agreement.7. Relation to Other Security Documents. The provisions of this Agreement shall be read andconstrued with the other Loan Documents referred to below in the manner so indicated.(a) Credit Agreement. In the event of any conflict between any provision in misAgreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.LA/1101452.5 7

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 18 of 458. Further Assurances.(a) Each Pledgor agrees that from time to time, at its own expense, such Pledgor willpromptly execute and deliver all further instruments and documents, and take all further action, that may benecessary or that Agent may reasonably request, in order to perfect and protect any Security Interest granted orpurported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunderwith respect to any of the Collateral.(b) Each Pledgor authorizes the filing of such financing or continuation statements, oramendments thereto, and such Pledgor will execute and deliver to Agent such other instruments or notices, asmay be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interestgranted or purported to be granted hereby.(c) Each Pledgor authorizes Agent to file, transmit, or communicate, as applicable,financing statements and amendments describing the Collateral as all ownership interest of such Pledgor inParent, and the proceeds thereof or words of similar effect, in order to perfect Agent's security interest in theCollateral without such Pledgor's signature. Each Pledgor also hereby ratifies its authorization for Agent tohave filed in any appropriate jurisdiction any financing statements filed prior to the date hereof.(d) Each Pledgor acknowledges that it is not authorized to file any financing statement oramendment or termination statement with respect to any financing statement filed in connection with thisAgreement without the prior written consent of Agent, subject to such Pledgor 's rights under Section 9-509 (d) (2) of the Code.9. Agent's Right to Perform Contracts. Upon the occurrence of an Event of Default, Agent (orits designee) may proceed to perform any and all of the obligations of any Pledgor contained in any contract,lease, or other agreement and exercise any and all rights of any Pledgor therein contained as fully as suchPledgor itself could.10. Agent Appointed Attorney-in-Fact Subject to applicable Gaming Laws, each Pledgor herebyirrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and inthe name of such Pledgor or otherwise, at such time as an Event of Default has occurred and is continuingunder the Credit Agreement, to take any action and to execute any instrument which Agent may reasonablydeem necessary or advisable to accomplish the purposes of this Agreement.11. Agent May Perform. If any of Pledgors fails to perform any agreement contained herein,Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of Agentincurred in connection therewith shall be payable, jointly and severally, by Pledgors.12. Agent's Duties. The powers conferred on Agent hereunder are solely to protect Agent'sinterest in the Collateral, for the benefit of the Lender Group and the Bank Product Provider, and shall notimpose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in itsactual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty asto any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any otherrights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody andpreservation of any Collateral in its actual possession if such Collateral is accorded treatment substantiallyequal to that which Agent accords its own property.13. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of thedate of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisitionthereof will be, registered or qualified under the various federal or state securities laws of the United States anddisposition thereof after an Event of Default may be restricted to one or more private (instead of public) salesin view of the lack of such registration. Each Pledgor understands that in connection with such disposition,LA/1101452.5 8

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 19 of 45Agent may approach only a restricted number of potential purchasers and further understands that a sale undersuch circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests wereregistered and qualified pursuant to federal and state securities laws and sold on the open market. EachPledgor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause thePledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon theadvice and opinion of any nationally recognized brokerage or investment fum (but shall not be obligated toseek such advice and the failure to do so shall not be considered in determining the commercial reasonablenessof such action) as to the best manner in which to offer the Pledged Interest for sale and as to the best pricereasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agenthas handled the disposition in a commercially reasonable manner.14. Voting Rights.(a) Upon the occurrence and during the continuation of an Event of Default and subjectto applicable Gaming Laws, (i) Agent may, at its option, and with prior notice to any Pledgor, and in additionto all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise,exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interestsowned by such Pledgor, but under no circumstances is Agent obligated by the terms of this Agreement toexercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, eachPledgor hereby appoints Agent, such Pledgor 's true and lawful attorney-in-fact and IRREVOCABLE PROXYto vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted orwhich may be submitted to a vote of shareholders, partners or members, as the case may be. The power-ofattorneygranted hereby is coupled with an interest and shall be irrevocable.(b) For so long as any Pledgor shall have the right to vote the Pledged Interests ownedby it, such Pledgor covenants and agrees that it will not, without the prior written consent of Agent, vote ortake any consensual action with respect to such Pledged Interests which would materially adversely affect therights of Agent and the other members of the Lender Group or the value of the Pledged Interests.15. Remedies. Upon the occurrence and during the continuance of an Event of Default:(a) Agent may exercise in respect of the Collateral, in addition to other rights andremedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights andremedies of a secured party on default under the Code or any other applicable law.(b) Without limiting the generality of the foregoing, each Pledgor expressly agrees that,in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind(except a notice specified below of time and place of public or private sale) to or upon any of Pledgors or anyother Person (all and each of which demands, advertisements and notices are hereby expressly waived to themaximum extent permitted by the Code or any other applicable law), may take immediate possession of all orany portion of the Collateral and (i) require Pledgors to, and each Pledgor hereby agrees that it will at its ownexpense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent andmake it available to Agent at one or more locations where such Pledgor regularly maintains Inventory, and(ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels atpublic or private sale, at any of Agent's offices or elsewhere, for cash, on credit, and upon such other terms asAgent may deem commercially reasonable. Each Pledgor agrees that, to the extent notice of sale shall berequired by law, at least 10 days notice to any of Pledgors of the time and place of any public sale or the timeafter which any private sale is to be made shall constitute reasonable notification and specifically such noticeshall constitute a reasonable "authenticated notification of disposition" within the meaning of Section 9-611 ofthe Code. Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having beengiven. Agent may adjourn any public or private sale from time to time by announcement at the time and placefixed therefor, and such sale may, without further notice, be made at the time and place to which it was soadjourned.LA/1101952.59

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 20 of 4516. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in thisAgreement or in the other Loan Documents or now or hereafter existing at law or in equity or by statute orotherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedyprovided for in this Agreement or in the other Loan Documents or now or hereafter existing at law or in equityor by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of suchrights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent of any or all suchother rights, powers, or remedies.17. Marshaling. Agent shall not be required to marshal any present or future collateral security(including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations orany of them or to resort to such collateral security or other assurances of payment in any particular order, andall of its rights and remedies hereunder and in respect of such collateral security and other assurances ofpayment shall be cumulative and in addition to all other rights and remedies, however existing or arising. Tothe extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law relating to themarshaling of collateral which might cause delay in or impede the enforcement of Agent's rights and remediesunder this Agreement or under any other instrument creating or evidencing any of the Secured Obligations orunder which any of the Secured Obligations is outstanding or by which any of the Secured Obligations issecured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Pledgor herebyirrevocably waives the benefits of all such laws.18. Indemnity and Expenses.(a) Each Pledgor agrees to indemnify Agent and the other members of the Lender Groupfrom and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growing out of orresulting from this Agreement (including, without limitation, enforcement of this Agreement) or any otherLoan Document to which such Pledgor is a party, except claims, losses or liabilities resulting from the grossnegligence or willful misconduct of the party seeking indemnification as determined by a fmal non-appealableorder of a court of competent jurisdiction. This provision shall survive the termination of this Agreement andthe Credit Agreement and the repayment of the Secured Obligations.(b) Pledgors, jointly and severally, shall, upon demand, pay to Agent (or Agent, maycharge to the Loan Account) all the Lender Group Expenses which Agent may incur in connection with (i) theadministration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon the occurrence orcontinuation of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateralin accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any ofthe rights of Agent hereunder or (iv) the failure by any of Pledgors to perform or observe any of the provisionshereof.19. Merger. Amendments: Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THEOTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIESAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTENAGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consentto any departure by any of Pledgors herefrom, shall in any event be effective unless the same shall be inwriting and signed by Agent, and then such waiver or consent shall be effective only in the specific instanceand for the specific purpose for which given. No amendment of any provision of this Agreement shall beeffective unless the same shall be in writing and signed by Agent and each of Pledgors to which suchamendment applies.20. Addresses for Notices. All notices and other communications provided for hereunder shall begiven in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and toPledgors at the address set forth below, or, as to any party, at such other address as shall be designated by suchparty in a written notice to the other party.LA/1101452.510

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 21 of 45If to Pledgors: 115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Michael HesslingFacsimile: (702) 739-778321. Continuing Security Interest: Assignments under Credit Agreement. This Agreement shallcreate a continuing security interest in the Collateral and shall (a) remain in full force and effect until theObligations have been paid in full in cash in accordance with the provisions of the Credit Agreement and theCommitments have expired or have been terminated, (b) be binding upon each of Pledgors, and theirrespective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and itssuccessors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any the Lendermay, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portionof its rights and obligations under the Credit Agreement to any other Person, and such other Person shallthereupon become vested with all the benefits in respect thereof granted to such the Lender herein orotherwise. Upon payment in full in cash of the Obligations in accordance with the provisions of the CreditAgreement and the expiration or termination of the Commitments, the Security Interest granted hereby shallterminate, this Agreement shall terminate (without prejudice to Agent's obligation to fulfill its duties inconnection with the termination of the Security Interest, as referenced below, which obligation shall survivethe termination of this Agreement) and all rights to the Collateral shall revert to Pledgors or any other Personentitled thereto. At such time, Agent will authorize the filing of appropriate termination statements toterminate such Security Interests. No transfer or renewal, extension, assignment, or termination of thisAgreement or of the Credit Agreement, any other Loan Document, or any other instrument or documentexecuted and delivered by any Pledgor to Agent nor any additional Advances or other loans made by any theLender to Borrowers, nor the taking of further security, nor the retaking or re-delivery of the Collateral toPledgors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Provider, orany of them, shall release any of Pledgors from any obligation, except a release or discharge executed inwriting by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act,delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless suchwaiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent ofany right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedywhich Agent would otherwise have had on any other occasion.22. Governing Law.(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOANDOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOANDOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THEPARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER ORTHEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDERGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEWYORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORKGENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING INCONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIEDAND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLELAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;PROVIDED. HOWEVER. THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANYCOLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTSOF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCHCOLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PLEDGOR AND EACH MEMBERLA/1101452.511

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 22 of 45OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANYRIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TOOBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITHTHIS SECTION 22.(c) EACH PLEDGOR AND EACH MEMBER OF THE LENDER GROUP HEREBYWAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTIONBASED UPON OR ARISWG OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THETRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACHPLEDGOR AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HASREVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURYTRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OFLITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO ATRIAL BY THE COURT.23. Compliance with Gaming Laws. Notwithstanding anything to the contrary contained hereinor in any other Loan Documents, Agent expressly acknowledges and agrees that the exercise of its rights andremedies under this Agreement is subject to the mandatory provisions of the Gaming Laws. Specifically,Agent acknowledges and agrees that once Pledgors have been licensed or found suitable by the NevadaGaming Authorities:(a) The pledge of the Investment Related Property of any Pledged Company that is alicensee of or registered with the Nevada Gaming Authorities by Pledgors, and any restrictions on the transferof and agreements not to encumber such Investment Related Property of any corporation or limited liabilitycompany that is a holding company contained in this Agreement or in any other Loan Document, shall not beeffective without the prior approval of the NGC upon the recommendation of the NGCB. The certificates orinstruments representing or evidencing such Investment Related Property may not continue to be held by Agentunless such approval has been obtained. The approval of the pledge of the Investment Related Property mayrequire amendment of this Agreement to include additional references to regulatory requirements under theGaming Laws. In addition, no amendment of this Agreement shall be effective until applicable approvals of theNevada Gaming Authorities have been obtained.(b) In the event that Agent exercises one or more of the remedies set forth in thisAgreement with respect to any Investment Related Property of any gaming licensee or registered company,including without limitation, foreclosure or transfer of any interest in such Investment Related Property (exceptback to Pledgors), the exercise of voting and consensual rights, and any other resort to or enforcement of thesecurity interest in such Investment Related Property, such action shall require the separate and prior approvalof the Nevada Gaming Authorities and the licensing of Agent, unless such licensing requirement is waived bythe Nevada Gaming Authorities.(c) Agent and any custodial agent of Agent in the State of Nevada shall be required tocomply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approvalof the pledge granted hereunder by Pledgors, including, without limitation, the requirement that Agent or itsagent maintain any certificates evidencing the Investment Related Property of gaming licensees and registeredcompanies at a location in Nevada designated to the NGCB, and that Agent or its agent permit agents oremployees of the NGCB to inspect such certificates immediately upon request during normal business hours.(d) Neither Agent nor any agent of Agent shall surrender possession of any suchInvestment Related Property to any Person other than Pledgors without the prior approval of the NevadaGaming Authorities or as otherwise permitted by the Gaming Laws.LA/1101452.5 12

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 23 of 45(e) The approval by the Nevada Gaming Authorities of this Agreement, or anyamendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agent to takeany actions provided for in this Agreement for which approval by the Nevada Gaming Authorities is required,without first obtaining such prior and separate approval, to the extent required by the Gaming Laws.24. Agent. Each reference herein to any right granted to, benefit conferred upon or powerexercisable by the "Agent" shall be a reference to Agent, for the benefit of the Lender Group and the BankProduct Provider.25. Limited Recourse. Notwithstanding anything contained in this Agreement to the contrary,Pledgors shall not have any personal liability under this Agreement for the Secured Obligations to Agentand/or the Lenders and any claim based on or in respect of any of the Secured Obligations shall be enforcedonly against the Collateral pledged hereunder and not against any other assets, properties or funds of Pledgorsor against any officer, director, manager, member, shareholder of each Pledgor.26. Waivers.(a) Each Pledgor hereby waives: (i) notice of acceptance hereof; (ii) notice of any loansor other financial accommodations made or extended under the Credit Agreement, or the creation or existenceof any Secured Obligations; (iii) notice of the amount of the Secured Obligations, subject, however, to suchPledgor's right to make inquiry of Agent to ascertain the amount of the Secured Obligations at any reasonabletime; (iv) notice of any adverse change in the financial condition of Borrowers or of any other fact that mightincrease such Pledgor's risk hereunder; (v) notice of presentment for payment, demand, protest, and noticethereof as to any instrument among the Loan Documents; (vi) notice of any Default or Event of Default underthe Credit Agreement; and (vii) all other notices and demands to which such Pledgor might otherwise beentitled.(b) Each Pledgor hereby waives the right by statute or otherwise to require any memberof the Lender Group to institute suit against any Borrower or to exhaust any rights and remedies which theLender Group, has or may have against such Borrower. Each Pledgor further waives any defense arising byreason of any disability or other defense (other than the defense that the Secured Obligations shall have beenperformed and indefeasibly paid in cash, to the extent of any such payment) of any Borrower or by reason ofthe cessation from any cause whatsoever of the liability of any Borrower in respect thereof.(c) Each Pledgor hereby waives: (i) any rights to assert against the Lender Group anydefense (legal or equitable), set-off, counterclaim, or claim which such Pledgor may now or at any timehereafter have against any Borrower or any other party liable to the Lender Group; (ii) any defense, set-off,counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack ofperfection, sufficiency, validity, or enforceability of the Secured Obligations or any security therefor; (iii) anydefense arising by reason of any claim or defense based upon an election of remedies by the Lender Group;(iv) the benefit of any statute of limitations affecting such Pledgor's liability hereunder or the enforcementthereof, and any act which shall defer or delay the operation of any statute of limitations applicable to theSecured Obligations shall similarly operate to defer or delay the operation of such statute of limitationsapplicable to such Pledgor's liability hereunder.(d) Until such time as all of the Secured Obligations have been fully, finally andindefeasibly paid in full in cash: (i) each Pledgor hereby waives and postpones any right of subrogation suchPledgor has or may have as against Borrowers with respect to the Secured Obligations; (ii) in addition, eachPledgor hereby waives and postpones any right to proceed against Borrowers or any other Person, now orhereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective ofwhether direct or indirect, liquidated or contingent), with respect to the Secured Obligations; and (iii) inaddition, each Pledgor also hereby waives and postpones any right to proceed or to seek recourse against orwith respect to any property or asset of Borrowers.LA/1101452.5 13

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 24 of 45(e) If any of the Secured Obligations at any time are secured by a mortgage or deed oftrust upon real property, any member of the Lender Group may elect, in their sole discretion, upon a defaultwith respect to the Secured Obligations, to foreclose such mortgage or deed of trust judicially or nonjudiciallyin any manner permitted by law, before or after enforcing this Agreement, without diminishing or affecting theliability of Pledgors hereunder. Each Pledgor understands that (a) by virtue of the operation of antideficiencylaws that may be applicable to nonjudicial foreclosures, an election by the Lender Group nonjudicially toforeclose such a mortgage or deed of trust may have the effect of impairing or destroying rights of subrogation,reimbursement, contribution, or indemnity of such Pledgor against Borrowers or other guarantors or sureties,and (b) absent the waiver given by such Pledgor herein, such an election may estop the Lender Group fromenforcing this Agreement against such Pledgor. Understanding the foregoing, and understanding that eachPledgor hereby is relinquishing a defense to the enforceability of this Agreement, each Pledgor hereby waivesany right to assert against any member of the Lender Group any defense to the enforcement of thisAgreement, whether denominated "estoppel" or otherwise, based on or arising from an election by anymember of the Lender Group nonjudicially to foreclose any such mortgage or deed of trust. Each Pledgorunderstands that the effect of the foregoing waiver may be that such Pledgor may have liability hereunder foramounts with respect to which such Pledgor may be left without rights of subrogation, reimbursement,contribution, or indemnity against Borrowers or other guarantors or sureties. Each Pledgor also agrees that the"fair market value" provisions of applicable state law, to the extent that such law exists, shall have noapplicability with respect to the determination of such Pledgor's liability under this Agreement.(0 Without limiting the generality of any other waiver or other provision set forth in thisAgreement, each Pledgor waives all rights and defenses that such Pledgor may have if Borrowers' debt issecured by real property. This means, among other things:(i) any member of the Lender Group may collect from any Pledgor without firstforeclosing on any real or personal property collateral that may be pledged by Borrowers.(2.1) If any member of the Lender Group foreclose) on any real propertycollateral that may be pledged by Borrowers:(iii) the amount of the debt may be reduced only by the price for which thatcollateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.(iv) Agent may collect from any Pledgor even if Agent or the Lenders, byforeclosing on the real property collateral, has/have destroyed any right such Pledgor may have to collect fromBorrowers.This is an unconditional and irrevocable waiver of any rights and defenses Pledgors may have if Borrowers'debt is secured by real property. ,(g)[Intentionally Omitted](h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OROTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR WANES ALL RIGHTSAND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY LENDER, EVEN THOUGHTHAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TOSECURITY FOR A SECURED OBLIGATION, HAS DESTROYED SUCH PLEDGOR'S RIGHTS OFSUBROGATION AND REIMBURSEMENT AGAINST BORROWERS.(i)the following waivers:Without affecting the generality of this Section, each Pledgor hereby also agrees toLA/1101452.5 14

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 25 of 45(1) Each Pledgor agrees that the Agent's right to enforce this Agreement isabsolute and is not contingent upon the genuineness, validity or enforceability of any of the Loan Documents.Each Pledgor agrees that Agent's rights under this Agreement shall be enforceable even if Borrowers had noliability at the time of execution of the Loan Documents or later ceases to be liable.(ii) Each Pledgor agrees that Agent's rights under the Loan Documents willremain enforceable even if the amount secured by the Loan Documents is larger in amount and moreburdensome than that for which Borrowers are responsible. The enforceability of this Agreement againstPledgors shall continue until all sums due under the Loan Documents have been paid in full and shall not belimited or affected in any way by any impairment or any diminution or loss of value of any security orcollateral for Borrowers' obligations under the Loan Documents, from whatever cause, the failure of anysecurity interest in any such security or collateral or any disability or other defense of Borrowers, any otherguarantor of Borrowers' obligations under the Loan Documents, any pledgor of collateral for any person'sobligations to any member of the Lender Group or any other person in connection with the Loan Documents.Each Pledgor waives the right to require Agent to (A) proceed againstBorrowers, any guarantor of Borrowers' obligations under the Loan Documents, any other pledgor of collateralfor any person's obligations to the Lender Group or any other person in connection with Borrowers' loan, (B)proceed against or exhaust any other security or collateral Agent may hold for the benefit of the Lender Group,or (C) pursue any other right or remedy for such Pledgor's benefit, and agrees that Agent may exercise its rightunder this Agreement without taking any action against Borrowers, any guarantor of Borrowers' obligationsunder the Loan Documents, any pledgor of collateral for any person's obligations to the Lender Group or anyother person in connection with Borrowers' loan, and without proceeding against or exhausting any security orcollateral Agent holds for the benefit of the Lender Group.27. Miscellaneous.(a) This Agreement may be executed in any number of counterparts and by differentparties on separate counterparts, each of which, when executed and delivered, shall be deemed to be anoriginal, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery ofan executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall beequally as effective as delivery of an original executed counterpart of this Agreement Any party delivering anexecuted counterpart of this Agreement by telefacsimile or other electronic method of transmission also shalldeliver an original executed counterpart of this Agreement but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoingshall apply to each other Loan Document mutatis mutandis.(b) Any provision of this Agreement which is prohibited or unenforceable shall beineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisionshereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.(c) Headings used in this Agreement are for convenience only and shall not be used inconnection with the interpretation of any provision hereof.(d) The pronouns used herein shall include, when appropriate, either gender and bothsingular and plural, and the grammatical construction of sentences shall conform thereto.[signature pages follow]LA/1101452.515

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 26 of 45IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by andthrough their duly authorized officers, as of the day and year first above written.FLORIDA HOOTERS LLC,a Nevada limited liability companyBy: Hooters Gaming LLCIts: MemberBy: HG Casino Management, Inc.Its: ManagerBy: Lags Ventures, LLCIts: MemberBy:.Name? NeikG. j eArIts: PresideuwBY:Name: David L. LageschulteIts: Sole Member[SIGNATURE PAGE TO PARENT PLEDGE AGREEMENT]S-I

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 27 of 45IN WITNESS WHEREOF, the undersigned paities hereto have executed this Agreement by andthrough their duly authorized officers, as of the day and year first above written.FLORIDA HOOTERS LLC,a Nevada limited liability companyBy: Hooters Gaming LLCIts: MemberBy HG Casino Management, Inc.Its: ManagerBy: Lags Ventures,Its: MemberBy:Name: Neil G. KieferIts: PresidentBy:Name: David L. LageschulteIts: Sole Member[SIGNATURE PAGE TO PARENT PLEDGE AGREEMENT]S-1

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 28 of 45EW COMMON LLC,a Nevada limited liability companyBy: Eastern & Western Hotel CorporationIts: ManagerBy:Name: MiobaeTJ. HesslingIts: Executive Vice President and Assistant Secretary[SIGNATURE PAGE TO PARENT PLEDGE AGREEMENT]S-2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 29 of 45WELLS FARGO FOOTHILL, INC.,a California corporation,as AgentBy: L—-----Name: JimFamerTitle: Senior Vice President[SIGNATURE PAGE TO PARENT PLEDGE AGREEMENT]S-3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 30 of 45Schedule 1Pledged CompaniesName of PledgedCompanyName ofPledgor Number of Class of Percentage of CertificateShares/Units Interests Class Owned Nos.155 East Tropicana, LLCFlorida Hooters LLC 66.67 Units Membership 66%%Interests155 East Tropicana, LLC EW Common LLC 33.33 Units Membership 331A%InterestsSCHEDULES TO PARENT PLEDGE AGREEMENTCREDIT FACILITY - schedules to parent pledge agreement (2).DOC [Client-Matter]

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 31 of 45Schedule 2List of Uniform Commercial Code Filing JurisdictionsGrantor JurisdictionsFlorida Hooters LLC Nevada Secretary of StateEW Common LLC Nevada Secretary of StateSCHEDULES TO PARENT PLEDGE AGREEMENTCREDIT FACILITY - schedules to parent pledge agreement (2).DOC

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 32 of 45r. V% **4J"•V> r.Iv,M*.» „›§M & ? K > * i*. •5siapp13., . •-^.*«S?S#K /1,-»J.fe*io?w!& .rS'ivr V'^Iiisi y. - v A; rsjf", • 4 it. a' Jerg"W-H n >> I* m *

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 33 of 45Schedule 3PledgorFlorida Hooters LLCEW Common LLCLocationPledgors' records regarding theCollateral are located at:155 East TropicanaLas Vegas, Nevada 89109SCHEDULES TO PARENT PLEDGE AGREEMENTCREDIT FACILITY - schedules to parent pledge agreement (2).DOC

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 34 of 455. • *-W./ , •* rh* yit. A J As,l; •„,

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 35 of 45EXHIBIT APLEDGED INTERESTS ADDENDUMThis Pledged Interests Addendum, dated as of , 20 , is delivered pursuant toSection 6(13) of the Parent Pledge Agreement referred to below. The undersigned hereby agrees that thisPledged Interests Addendum may be attached to that certain Parent Pledge Agreement, dated as of March 29,2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Parent PledgeAgreement""), made by the undersigned in favor of Wells Fargo Foothill, Inc., as Agent. Capitalized termsused but not defined herein shall have the meaning ascribed to such terms in the Parent Pledge Agreementand/or the Credit Agreement. The undersigned hereby agrees that, subject to the receipt of any approvalsrequired under applicable Gaming Laws, the additional interests listed on this Pledged Interests Addendum asset forth below shall be and become part of the Pledged Interests pledged by the undersigned to the Agent inthe Parent Pledge Agreement and any pledged company set forth on this Pledged Interests Addendum as setforth below shall be and become a "Pledged Company" under the Parent Pledge Agreement, each with theSame force and effect as if originally named therein.The undersigned hereby certifies that the representations and warranties set forth in Section 5 of theParent Pledge Agreement of the undersigned are true and correct as to the Pledged Interests listed herein onand as of the date hereof.[PLEDGOR]By:TitlePLEDGED INTERESTS ADDENDUMLA/1101452.5

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 36 of 45• •i-V ."ST: esp• , !„ , :L'tit ' AmMMAS TAMSAM: • «• :MeiM6*lh",:** 12 r*;

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 37 of 45Name of PledgorName of PledgedCompanyNumber ofShares/UnitsClass ofInterestsPercentage ofClass OwnedCertificateNos.LA/1!0)452.3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 38 of 45EXHIBIT 13

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 39 of 45Execution VersionCONTROL AGREEMENT(Investment Property)This CONTROL AGREEMENT (this "Agreement") is entered into as of March29, 2005, among WELLS FARGO FOOTHILL, INC., a California corporation, as thearranger and administrative agent for certain lenders (in such capacity, together with itssuccessor and assigns, if any, in such capacity, the "Agent"), FLORIDA HOOTERS LLC, aNevada limited liability company ("Florida Hooters"), EW COMMON LLC, a Nevada limitedliability company ("EW Common"; Florida Hooters and EW Common collectively, jointly andseverally, "Pledgors" and each individually, "Pledgor"), and 155 EAST TROPICANA, LLC, aNevada limited liability company ("Issuer").RECITALSA. Pursuant to that certain Parent Pledge Agreement (the "PledgeAgreement"), dated as of March 29, 2005, among Pledgors and Agent, Pledgors granted toAgent, for the benefit of the Lender Group, a security interest in, among other things, eachPledgor's right, title and interest in and to all of the Stock of Issuer, whether now or hereafterowned by such Pledgor and regardless of class or designation (the "Pledged Interests"). Allcapitalized terms used herein without definition shall have the meanings ascribed thereto in thePledge Agreement.B. The parties are entering into this Agreement to give Agent control over thePledged Interests and to specify certain rights and duties of the parties with respect to thePledged Interests.1. The Pledged InterestsAGREEMENTIssuer represents and warrants to Agent that:(a) The Pledgors are the registered owners of the Pledged Interests. ThePledged Interests consist of "uncertificated securities" (as defined in Section 104.8102(a)(1)(r) ofthe Nevada Uniform Commercial Code (the "Code"; provided, however, that in the event that,by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, orremedies with respect to Agent's security interest in the Pledged Interests is governed by theUniform Commercial Code as enacted and in effect in a jurisdiction other than the State ofNevada, the term "Code" shall mean the Uniform Commercial Code as enacted and in effect insuch other jurisdiction solely for purposes of the provisions thereof relating to such attachment,perfection, priority, or remedies).(b) Other than (i) the Trustee Liens, and (ii) the claims and interests of theparties referred to in this Agreement, Issuer does not know of any claim to or interest in thePledged Interests.LA/1106368.2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 40 of 452. Control by Agent; Priority(a) Issuer unconditionally and irrevocably agrees that it will comply withinstructions originated by Agent regarding the Pledged Interests without further consent by thePledgors. Issuer agrees that Agent shall at all times have "control" (as defined in Section104.8106 of the Code) over the Pledged Interests.(b) Issuer will not agree with any third party that it will comply withinstructions originated by such third party regarding the Pledged Interests.(c) By executing this Agreement, Issuer acknowledges Agent's securityinterest in the Pledged Interests.(d) By executing this Agreement, each Pledgor consents to (i) Agent having"control" (as defined in Section 104.8106 of the Code) over the Pledged Interests, and (ii)Issuer's execution and delivery of this Agreement.3. The Pledged Interests Shall Remain UncertificatedEach Pledgor and Issuer agree to cause the Pledged Interests to at all times remain"uncertificated securities" (as defined in Section 104.8102(a)(1)(r) of the Code).4. Termination(a) Agent may terminate this Agreement by written notice to Pledgors andIssuer. Pledgors and Issuer may not terminate this Agreement without the prior written consentof Agent.(b) If Agent notifies Issuer that Agent's security interest in the PledgedInterests has terminated, this Agreement will immediately terminate.(c) Upon payment in full in cash of the Obligations in accordance with theprovisions of the Credit Agreement, and the expiration or termination of the Commitments, thisAgreement shall terminate, and all rights to the Pledged Interests shall revert to Pledgors or anyother Person entitled thereto.5. Governing LawThis Agreement will be governed by the laws of the State of New York.6. AmendmentsNo amendment of, or waiver of a right under, this Agreement will be bindingunless it is in writing and signed by the party to be charged.7. SeverabilityTo the extent a provision of this Agreement is unenforceable, this Agreement willbe construed as if the unenforceable provision were omitted.LA/11063681 2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 41 of 458. Successors and AssignsA successor to or assignee of Agent's rights and obligations under the LoanAgreement will succeed to Agent's rights and obligations under this Agreement.9. Miscellaneous(a) This Agreement may be executed in any number of counterparts and bydifferent parties on separate counterparts, each of which, when executed and delivered, shall bedeemed to be an original, and all of which, when taken together, shall constitute but one and thesame Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile orother electronic method of transmission shall be equally as effective as delivery of an originalexecuted counterpart of this Agreement. Any party delivering an executed counterpart of thisAgreement by telefacsimile or other electronic method of transmission also shall deliver anoriginal executed counterpart of this Agreement but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Agreement.(b) Any provision of this Agreement which is prohibited or unenforceableshall be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof in that jurisdiction or affecting the validity or enforceability of suchprovision in any other jurisdiction.(c) Headings used in this Agreement are for convenience only and shall not beused in connection with the interpretation of any provision hereof.10. NoticesA notice or other communication to a party under this Agreement will be inwriting, will be sent to the party's address set forth on the signature pages hereto or to such otheraddress as the party may notify the other parties and will be effective on receipt.11. Gaming Laws; Restrictions in Pledge AgreementNotwithstanding anything to the contrary contained herein, Agent expresslyacknowledges and agrees that (a) the exercise of its rights and remedies hereunder is subject tothe mandatory provisions of Gaming Laws, and (b) it is subject to any and all restrictions in thePledge Agreement regarding the Pledged Interests.[signature page follows.]LA/1106368.2 3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 42 of 45IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their respective officers thereunto duly authorized, as of the date first above written.FLORIDA HOOTERS LLC,a Nevada limited liability company,as a PledgorBy: Hooters Gaming LLCIts: MemberBy: HG Casino Management, Inc.Its: ManagerBy: Lags Ventures, LLCIts: MemberBy:Nam KieferIts: P st dentBy:Name: David L. LageschulteIts: Sole MemberAddress for Notices:115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Michael HesslingFacsimile: (702) 739-7783[SIGNATURE PAGE TO CONTROL AGREEMENT- INVESTMENT PROPERTY]S-1

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 43 of 45EW COMMON LLC,a Nevada limited liability company,as a PledgorBy: Eastern & Western Hotel rporationIts: ManagerBy:Name: Mic►el J. HesslingIts: Executive Vice President andAssistant SecretaryAddress for Notices:115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Michael HesslingFacsimile: (702) 739-7783[SIGNATURE PAGE TO CONTROL AGREEMENT- INVESTMENT PROPERTY]• S-2

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 44 of 45155 EAST TROPICANA, LLC,a Nevada limited liability company,as IssuerBy:Name: Neil G. KieferIts: Chief Executive OfficerAddress for Notices:115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Michael HesslingFacsimile: (702) 739-7783[SIGNATURE PAGE TO CONTROL AGREEMENT- INVESTMENT PROPERTY]S-3

Case 11-22216-bam Doc 16-10 Entered 08/01/11 18:20:48 Page 45 of 45WELLS FARGO FOOTHILL, INC.,a California corporation,as AgentBy:N e: Jim FamerTitle: Senior Vice PresidentAddress for Notices:2450 Colorado AvenueSuite 3000 WestSanta Monica, California 90404Attention: Specialty Finance ManagerFacsimile: (310) 453-7442[SIGNATURE PAGE TO CONTROL AGREEMENT- INVESTMENT PROPERTY]S-4

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 1 of 45EXHIBIT 14

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 2 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...EX-2.1 2 a2157764zex-2 1.htm EXHIBIT 2.1Exhibit 2.1155 EAST TROPICANA, LLC155 EAST TROPICANA FINANCE CORP.(as Issuers)$130,000,000 83/4% Senior Secured Notes due 2012INDENTUREDated as of March 29, 2005THE BANK OF NEW YORK TRUST COMPANY, N.A.(as Trustee)1 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 3 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...TABLE OF CONTENTSARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCESection 1.1 DefinitionsSection 1.2 Other DefinitionsSection 1.3 Incorporation by Reference of Trust Indenture ActSection 1.4 Rules of ConstructionARTICLE II THE NOTESSection 2.1 Form and DatingSection 2.2 Execution and AuthenticationSection 2.3 Registrar, Paying Agent and DepositarySection 2.4 Paying Agent to Hold Money in TrustSection 2.5 Holder ListsSection 2.6 Transfer and ExchangeSection 2.7 Replacement NotesSection 2.8 Outstanding NotesSection 2.9 Treasury NotesSection 2.10 Temporary NotesSection 2.11 CancellationSection 2.12 Defaulted InterestSection 2.13 CUSIP NumbersSection 2.14 Issuance of Additional NotesARTICLE III REDEMPTIONSection 3.1Section 3.2Section 3.3Section 3.4Section 3.5Section 3.6Section 3.7Section 3.8Section 3.9Notices to TrusteeSelection of Notes to Be RedeemedNotice of RedemptionEffect of Notice of RedemptionDeposit of Redemption PriceNotes Redeemed in PartOptional RedemptionNo Mandatory RedemptionRegulatory Redemption2 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 4 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...ARTICLE IV COVENANTSSection 4.1 Payment of NotesSection 4.2 Maintenance of Office or AgencySection 4.3 Commission Reports and Reports to HoldersSection 4.4 Compliance CertificateSection 4.5 TaxesSection 4.6 Stay, Extension and Usury LawsSection 4.7 Limitation on Incurrence of Additional Indebtedness and Disqualified Capital StockSection 4.8 Limitation on Liens Securing IndebtednessSection 4.9 Limitation on Restricted PaymentsSection 4.10 Limitation on Dividend and Other Payment Restrictions Affecting SubsidiariesSection 4.11 Limitation on Impairment of Security InterestsSection 4.12 Limitation on Transactions with AffiliatesSection 4.13 Limitation on Sale Of Assets And Subsidiary StockSection 4.14 Repurchase of Notes at the Option of the Holder Upon a Change of ControlSection 4.15 Subsidiary GuarantorsSection 4.16 Limitation on Status as Investment CompanySection 4.17 Maintenance of Properties and InsuranceSection 4.18 Corporate ExistenceSection 4.19 Limitation on Lines of BusinessSection 4.20 Rule 144A InformationSection 4.21 Additional CollateralSection 4.22 Liquidated Damages NoticeSection 4.23 Compliance with Lease-Related AgreementsSection 4.24 Limitation on Use of ProceedsSection 4.25 Gaming Licenses and Other PermitsSection 4.26 Restrictions on Activities of Finance CorpARTICLE V MERGER AND SUCCESSORSSection 5.1 Limitation on Merger, Sale or ConsolidationSection 5.2 Successor Corporation Substitutedii3 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 5 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...ARTICLE VI DEFAULTS AND REMEDIESSection 6.1 Events of DefaultSection 6.2 AccelerationSection 6.3 Other RemediesSection 6.4 Waiver of DefaultsSection 6.5 Control by MajoritySection 6.6 Limitation on SuitsSection 6.7 Rights of Holders of Notes to Receive PaymentSection 6.8 Collection Suit by TrusteeSection 6.9 Trustee May File Proofs of ClaimSection 6.10 PrioritiesSection 6.11 Undertaking for CostsSection 6.12 Disqualified HoldersARTICLE VII TRUSTEESection 7.1 Duties of TrusteeSection 7.2 Rights of TrusteeSection 7.3 Individual Rights of TrusteeSection 7.4 Trustee's DisclaimerSection 7.5 Notice of DefaultsSection 7.6 Reports by Trustee to Holders of the Notes and to Gaming AuthoritiesSection 7.7 Compensation and IndemnitySection 7.8 Replacement of TrusteeSection 7.9 Successor Trustee by Merger, etc.Section 7.10 Eligibility; DisqualificationSection 7.11 Preferential Collection of Claims Against IssuerARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.1 Option to Effect Legal Defeasance or Covenant DefeasanceSection 8.2 Legal DefeasanceSection 8.3 Covenant DefeasanceSection 8.4 Conditions to Legal or Covenant DefeasanceSection 8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisionsiii4 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 6 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 8.6 Repayment to IssuersSection 8.7 ReinstatementSection 8.8 Satisfaction and DischargeARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVERSection 9.1 With Consent of Holders of a MajoritySection 9.2 With Consent of All Affected Holders of Notes or SupermajoritySection 9.3 Without Consent of Holders of NotesSection 9.4 Consent Payment; Supplemental IndenturesSection 9.5 Revocation and Effect of ConsentsSection 9.6 Notation on or Exchange of NotesSection 9.7 Trustee to Sign Amendments, etc.Section 9.8 Compliance with Trust Indenture ActARTICLE X COLLATERAL AND SECURITYSection 10.1 Collateral Agreements; Security InterestsSection 10.2 Further Assurances and SecuritySection 10.3 OpinionsSection 10.4 Release of CollateralSection 10.5 Certificates of the IssuerSection 10.6 Authorization of Actions to be Taken by the Trustee Under the Collateral AgreementsSection 10.7 Authorization of Receipt of Funds by the Trustee Under the Collateral AgreementsARTICLE XI GUARANTEESSection 11.1 GuaranteesSection 11.2 Execution and Delivery of GuaranteesSection 11.3 Guarantors May Consolidate, etc., on Certain TermsSection 11.4 Guarantee by Future SubsidiariesSection 11.5 Release of GuarantorsSection 11.6 Limitation of Guarantor's Liability; Certain Bankruptcy EventsSection 11.7 Application of Certain Terms and Provisions to the Guarantorsiv5 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 7 of 45ARTICLE XII MISCELLANEOUSSection 12.1 Trust Indenture Act ControlsSection 12.2 NoticesSection 12.3 Communication by Holders of Notes with Other Holders of NotesSection 12.4 Certificate and Opinion as to Conditions PrecedentSection 12.5 Statements Required in Certificate or OpinionSection 12.6 Rules by Trustee and AgentsSection 12.7 No Personal Liability of Directors, Officers, Employees and StockholdersSection 12.8 GOVERNING LAW; WAIVER OF JURY TRIALSection 12.9 No Adverse Interpretation of Other AgreementsSection 12.10 SuccessorsSection 12.11 SeverabilitySection 12.12 Counterpart OriginalsSection 12.13 Table of Contents, Headings, Etc.Section 12.14 Intercreditor AgreementSection 12.15 Force MajeureSection 12.16 Applicable Gaming Laws6 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 8 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...EXHIBIT A FORM OF NOTEEXHIBITSEXHIBIT B FORM OF CERTIFICATE OF TRANSFEREXHIBIT C FORM OF CERTIFICATE OF EXCHANGEEXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOREXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENTGUARANTORSEXHIBIT F FORM OF INTERCREDITOR AGREEMENTvi7 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 9 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...CROSS-REFERENCE TABLE*TIA SectionIndenture Section310(a)(1) 7.10(a)(2) 7.10(a)(3)N.A.(a)(4)N.A.(a)(5) 7.8; 7.10(b) 7.8; 7.10; 12.2(c)N.A.311(a) 7.11(b) 7.11(c)N.A.312(a) 2.5(b) 12.3(c) 12.3313(a) 7.6(b) 7.6, 7.7(c) 7.5, 7.6; 12.2(d) 7.6314(a) 4.3; 4.4; 12.2(b) 10.3(c)(1) 12.4(c)(2) 12.4(c)(3)N.A.(d) 10.5(e) 12.5(f)N.A.315(a)7.1(b)(b) 7.5; 12.2(c)7.1(a)(d)7.1(c)(e) 6.11316(a)(last sentence) 2.9(a)(1)(A) 6.5(a)(1)(B) 6.4(a)(2)N.A.(b) 6.7(c) 9.5317(a)(1) 6.8(a)(2) 6.9(b) 2.4318(a) 12.1(c) 12.1This Cross-Reference table shall not, for any purpose, be deemed to be part of this Indenture.vii8 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 10 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...* N.A. means not applicableviii9 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 11 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...INDENTURE, dated as of March 29, 2005, among 155 East Tropicana, LLC, a Nevada limited-liability company (the"Company"), and 155 East Tropicana Finance Corp., a Nevada corporation ("Finance Corp " and, together with the Company, the"Issuers," which term includes any successors to any of such persons under this Indenture), the Guarantors (as defined herein), andThe Bank of New York Trust Company, N.A., a national banking association (the "Trustee").Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Ph%Series A Senior Secured Notes due 2012 (the "Series A Notes") and the 8 3/4% Series B Senior Secured Notes due 2012 (the "SeriesB Notes," and together with the Series A Notes, the "Notes"):Section 1.1 DefinitionsARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE"144A Global Note" means one or more Global Notes bearing the Private Placement Legend that shall be issued in anaggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold in reliance on Rule 144A."501 Global Note" means one or more Global Notes bearing the Private Placement Legend that shall be issued in anaggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold to institutional "accreditedinvestors" within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act."Accrued Bankruptcy Interest" means, with respect to any Indebtedness, all interest accruing thereon after the filing of apetition by or against the Issuers or any of the Subsidiaries or any parent under any Bankruptcy Law, in accordance with and at therate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencingor governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceedingunder such Bankruptcy Law."Acquired Indebtedness" means Indebtedness of any Person existing at the time such Person becomes a Subsidiary,including by designation, or is merged or consolidated into or with one of the Issuers or one of the Subsidiaries."Acquisition" means the purchase or other acquisition of any Person or all or substantially all the assets of any Person byany other Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration."Additional Notes" means additional Notes which may be issued after the Issue Date pursuant to this Indenture (other thanpursuant to an Exchange Offer or otherwise in exchange for or in replacement of outstanding Notes). All references herein to"Notes" shall be deemed to include Additional Notes.110 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 12 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or underdirect or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlativemeanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shallmean (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of suchPerson, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of 10% or moreof the voting securities of such Person. Notwithstanding the foregoing, "Affiliate" shall not include Wholly Owned Subsidiaries."Agent" means any Registrar, Paying Agent or co-registrar."Applicable Capital Gain Tax Rate" means, for any taxable period, the highest effective combined individual UnitedStates federal, Nevada or Florida state and local income tax applicable to net capital gain during such period."Applicable Income Tax Rate" means, for any taxable period, the highest effective combined individual United Statesfederal, Nevada or Florida state and local income tax applicable during such period."Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note,the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time."Average Life"means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum ofthe products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal(or redemption) payment of such security or instrument and (b) the amount of each such respective principal (or redemption)payment by (2) the sum of all such principal (or redemption) payments."Bankruptcy Code" means the United States Bankruptcy Code, codified at 11 U.S.C. § 101-1330, as amended."Bankruptcy Law" means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors."Beneficial Owner" or "beneficial owner" for purposes of the definitions of "Change of Control" and "Affiliate" has themeaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date)."Board of Directors" means, with respect to any Person, the board of directors of such Person (or if such Person is not acorporation, the equivalent board of managers or members or body performing similar functions for such Person) or any committeeof the board of directors of such Person (or if such Person is not a corporation, any committee of the equivalent board of managersor members or body performing similar functions for such Person) authorized, with respect to any particular matter, to exercise thepower of the211 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Enteredhttp://www.08/01/11sec. gov/Archives/edgar/data/1326686/000104746905014761...18:20:48 Page 13 of 45boardof directors of such Person (or if such Person is not a corporation, the equivalent board of managers or members or bodyperforming similar functions for such Person)."Broker-Dealer" means any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer inexchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities."Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which bankinginstitutions in New York, New York are authorized or obligated by law or other government action to close."Capital Contribution" means any contribution to the Issuers' equity from one of the Issuers' direct or indirect parents forwhich no consideration has been given other than the issuance of Qualified Capital Stock."Capital Stock" means, (i) with respect to any Person that is a corporation, any and all shares, interests, participations,rights or other equivalents (however designated) of corporate stock issued by such Person, (ii) with respect to a Person that is alimited liability company, any and all membership interests in such Person, and (iii) with respect to any other Person, any and allpartnership, joint venture or other equity interests of such Person."Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required tobe classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of suchobligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP."Cash Collateral and Disbursement Agreement" means the Cash Collateral and Disbursement Agreement, dated as of thedate of Indenture, among the Issuers, the Trustee and the Disbursement Agent, as in effect on the Issue Date or as amended inaccordance with Article IX."Cash Equivalent" means:(1)(2)securities issued or directly and fully guaranteed or insured by the United States of America or any agency orinstrumentality thereof (provided, that the full faith and credit of the United States of America is pledged insupport thereof),time deposits, certificates of deposit, bankers' acceptances and commercial paper issued by the parentcorporation of any domestic commercial bank of recognized standing having capital and surplus in excess of$500,000,000,(3) commercialpaper issued by others rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereofby Moody's,(4) repurchaseobligations with a term of not more than seven days for underlying securities of the types described in (1) and (2)above entered into312 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 14 of 45http://www. sec. gov/Arch ives/edgar/data/1326686/000104746905014761...with any financial institution meeting the qualifications specified in (2) above, or(5) moneymarket funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in (1)through (4) of this definition,and in the case of each of (1), (2), and (3) of this definition maturing within one year after the date of acquisition."Casino" means, collectively, those portions of the Casino/Hotel Property containing the showroom, gaming and liquorservicing areas of the Casino/Hotel Property, including, without limitation, the areas of the Casino/Hotel Property containing andimmediately adjacent the slot machines, video machines, all gaming devices, table games, poker room, keno area, baccarat areas,and any other areas which are subject to direct supervision by the Nevada Gaming Authorities, together with all surveillance areas,counting rooms, cashier cages and other areas ancillary to casino gaming."Casino Lease" means the Amended and Restated Casino Lease, dated March 9, 2005, by and between the Company andE&W, as in effect on the Issue Date, without giving effect to any amendment or supplement thereto or modification thereof, exceptsuch amendments, supplements and modifications that are not, individually or in the aggregate (together with any otheramendments, supplements or modifications to any of the Lease-Related Agreements or License Agreements), adverse toNoteholders."Casino/Hotel Property" means that certain resort hotel and all restaurants therein and other facilities, related assets andreal and personal property used in connection therewith commonly known as the San Remo Las Vegas Casino Casino/HotelProperty (and, after the completion of the Renovation, the Hooters Casino, Casino/Hotel Property and Entertainment Center) andlocated at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada."Clearstream" means Clearstream Banking Luxembourg, Socidtd Anonyme, or any successor securities clearing agency."Code" means the Internal Revenue Code of 1986, as amended."Collateral" means all assets and other property, whether now owned or hereafter acquired, upon which a Lien securingthe Obligations is granted or purported to be granted under any Collateral Agreement."Collateral Accounts" means the Renovation Disbursement Account and the Interest Reserve Account."Collateral Agreements" means, collectively, the Cash Collateral and Disbursement Agreement, the E&W CollateralAgreements, the Parent Pledge Agreements, and all other mortgages, deeds of trust, security agreements, pledge agreements,control agreements, collateral assignment agreements and other agreements, instruments, financing statements and other documentsevidencing, creating, setting forth413 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 15 of 45http://www. sec. gov/Arch ives/edgaridata/1326686/000104746905014761...orlimiting any Lien on Collateral in favor of the Trustee (or, in the case of mortgages, deeds of trust or similar agreements, in favor ofthe Trustee or another trustee thereunder), for the benefit of the Holders. For the avoidance of doubt, "Collateral Agreements"shall not include the Intercreditor Agreement."Commission" means the Securities and Exchange Commission."consolidated"means, with respect to the Issuers, the combination of the Company's accounts and the consolidation of the accounts of FinanceCorp. and the Subsidiaries with the Company's accounts, all in accordance with GAAP; provided, that "consolidated" will notinclude consolidation of the accounts of any Unrestricted Subsidiary with the Issuers' accounts."Consolidated Coverage Ratio" of any specified Person or Persons on any specified date of determination (the"Transaction Date") means the ratio, on a pro formabasis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses(exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Periodto (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businessespermanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Chargeswould no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date)during the Reference Period; provided, that for purposes of such calculation:(1)Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or priorto the Transaction Date shall be given pro forma effect as if they had occurred on the first day of the ReferencePeriod,(2) transactionsgiving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on thefirst day of the Reference Period,(3)(4)the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the ReferencePeriod or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of theproceeds therefrom to the extent used to refinance or retire other Indebtedness (other than Indebtedness incurredunder any revolving credit agreement or similar facility)) shall be given pro forma effect as if it had occurred onthe first day of the Reference Period,the Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on anyDisqualified Capital Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis asif the average rate in effect from the beginning of the Reference Period to the Transaction Date had been theapplicable rate for the entire period,514 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 16 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...provided, that if such Person or any of the Subsidiaries is a party to an Interest Swap or Hedging Obligation(which shall remain in effect for the 12-month period immediately following the Transaction Date) that has theeffect of fixing the interest rate on the date of computation, then such rate (whether higher or lower) shall beused, and(5)Consolidated EBITDA and Consolidated Fixed Charges, respectively, of such Person for the followingReference Periods shall be deemed to be equal to the actual Consolidated EBITDA and actual ConsolidatedFixed Charges of such Person during such Reference Period multiplied by: (x) for the First Reference Period,four; (y) for the Second Reference Period, two; and (z) for the Third Reference Period, 4/3."Consolidated EBITDA" means, with respect to any specified Person or Persons for any specified period, the ConsolidatedNet Income of such Person for such period adjusted to add thereto (to the extent deducted for purposes of determiningConsolidated Net Income), without duplication, the sum of:(1) consolidatedincome tax expense and the amount of Permitted Tax Distributions subtracted from net income in thedetermination of the Consolidated Net Income of such Person for such period,(2) consolidated depreciation and amortization expense,(3) Consolidated Fixed Charges, and(4)all other non-cash charges reducing Consolidated Net Income for such period but excluding non-cash chargesthat require an accrual of or a reserve for cash charges for any future periods and normally occurring accrualssuch as reserves for accounts receivable, andless(x) the amount of all cash payments made by such Person or any of the Subsidiaries during such period to the extent suchpayments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or anyprior period; provided, that consolidated income tax expense and depreciation and amortization of a Subsidiary that is aless than Wholly Owned Subsidiary shall only be added to the extent of the Issuers' equity interest in such Subsidiary, and(y) all Management/Royalty Payments and EW Preferred Return for such period, in each case, to the extent not alreadydeducted for purposes of determining Consolidated Net Income for such period."Consolidated Fixed Charges" means, with respect to any specified Person or Persons for any specified period, theaggregate amount (without duplication and determined in each case in accordance with GAAP) of:615 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 17 of 45(a)(b)interest expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance withthe following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its ConsolidatedSubsidiaries during such period (without duplication), including (1) original issue discount and non-cash interestpayments or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) allcommissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters ofcredit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributableto such period, andthe product of (i) the amount of dividends and distributions (excluding the EW Preferred Return) accrued orpayable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock(other than by Subsidiaries to the Issuers or to the Wholly Owned Subsidiaries) times (ii) a fraction, thenumerator of which is one and the denominator of which is one minus the then current effective consolidatedUnited States federal, state and local income tax rate of such Person, expressed as a decimal (as estimated ingood faith by the Issuers).For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest ratereasonably determined in reasonable good faith by the Issuers to be the rate of interest implicit in such Capitalized LeaseObligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guarantee bysuch Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expenseattributable to the Indebtedness guaranteed."Consolidated Net Income" means, with respect to any specified Person or Persons for any specified period, the netincome (or loss) of such specified Person and its Consolidated Subsidiaries (determined on a consolidated basis in accordance withGAAP) for such period reduced by the maximum amount of Permitted Tax Distributions attributable to such net income for suchperiod, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):(a)(b)allgains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual andnonrecurring (including any gain or loss from the sale or other disposition of assets outside the ordinary course ofbusiness or from the issuance or sale of any Capital Stock),the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such specified Personor any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends ordistributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period,but in any case not in excess of such specified Person's pro rata share of such specified Person's net income forsuch period,716 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 18 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(c)(d)the net income, if positive, of any of such specified Person's Consolidated Subsidiaries to the extent that thedeclaration or payment of dividends or similar distributions is not at the time permitted by operation of the termsof its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmentalregulation applicable to such Consolidated Subsidiary, andthe net income of, and all dividends and distributions from, any Unrestricted Subsidiary."Consolidated Net Worth" of any Person at any date means the aggregate consolidated stockholders' equity of suchPerson (including amounts of equity attributable to Preferred Stock) and its Consolidated Subsidiaries, as would be shown on theconsolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included incalculating such equity) the amount of any such stockholders' equity attributable to Disqualified Capital Stock or treasury stock ofsuch Person and its Consolidated Subsidiaries"Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereaftercreated or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financialstatements of such Person in accordance with GAAP."Continuing Director" means during any period of 24 consecutive months after the Issue Date, individuals who at thebeginning of any such 24-month period constituted the applicable Issuer's Board of Directors (together with any new directorswhose election by such Issuer's Board of Directors or whose nomination for election by such Issuer's shareholders was approvedby a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whoseelection or nomination for election was previously so approved, including new directors designated in or provided for in anagreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of such Issuer'sassets, if such agreement was approved by a vote of such majority of directors)."contractually subordinated" means subordinated in right of payment by its terms or the terms of any document orinstrument or instrument relating thereto. For the avoidance of doubt, unsecured Indebtedness is not "contractually subordinated"to secured Indebtedness and a junior Lien on any assets securing Indebtedness does not render such Indebtedness "contractuallysubordinated" to Indebtedness that is secured by a senior Lien on such assets."Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall beprincipally administered, which office at the date hereof is located at The Bank of New York Trust Company, N.A., 700 SouthFlower Street, Suite 500, Los Angeles, California 90017, Attention: Corporate Trust Administration, or such other address as theTrustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any817 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 19 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders andthe Issuers)."Credit Agreement" meansthe Credit Agreement to be entered into, as of the Issue Date, by the Issuers with Wells Fargo Foothill, including any related notes,guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/orrelated documents may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time whether ornot with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence,irrespective of any changes in the terms and conditions thereof Without limiting the generality of the foregoing, the term "CreditAgreement" shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement ormodification to any Credit Agreement and all refundings, refinancings and replacements of any Credit Agreement with anothercredit agreement, including any credit agreement:(1) extending the maturity of any Indebtedness incurred thereunder or contemplated thereby,(2) addingor deleting borrowers or guarantors thereunder, so long as borrowers and iss uers include one or more of theIssuers and the Subsidiaries and their respective successors and assigns,(3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided,that on the date such Indebtedness is incurred it would not be prohibited by Section 4.7 hereof, or(4) otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of this Indenture."Credit Facility Basket" has the meaning set forth in Section 4.7(b) hereof."Debt Incurrence Ratio Test" has the meaning set forth in Section 4.7(a) hereof."Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default."Definitive Note" means one or more certificated Notes registered in the name of the Holder thereof and issued inaccordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto except that such Note shall not include theinformation called for by footnotes 3 and 4 thereof."Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified inSection 2.3 hereof as the Depositary with respect to the Notes, until a successor will have been appointed and become suchpursuant to the applicable provisions of this Indenture, and thereafter "Depositary" will mean or include such successor.918 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 20 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."Disbursement Agent" means The Bank of New York Trust Company, N.A., or the then acting Disbursement Agent underthe Cash Collateral and Disbursement Agreement."Disqualified Capital Stock" means with respect to any Person, any Equity Interest of such Person that, by its terms or bythe terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or thepassage of time or both would be, required to be redeemed or repurchased, including at the option of the holder thereof, by suchPerson or any of the Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Notes.Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holdersthereof have the right to require the Issuers to repurchase such Equity Interests upon the occurrence of a change of control or anasset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Issuers may notrepurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuers' purchase of the Notes as arerequired to be purchased pursuant to the provisions of this Indenture as described in Sections 4.13 and 4.14 hereof"Distribution Compliance Period" means the 40-day restricted period as defined in Regulation S."DTC" means The Depository Trust Company and any successor thereto."E&W" means Eastern & Western Hotel Corporation, a Nevada corporation."E&W Collateral Agreemnts" mean (i) the E&W Guarantee & Pledge Agreement and (ii) the Leasehold Deed of Trust,Security Agreement and Fixtures Filing with Assignment of Rents, dated as of the Issue Date, by and between E&W and The Bankof New York Trust Company, N.A., as Collateral Agent for the Holders of the Notes."E&W Guarantee and Pledge Agreement" means the Guarantee and Pledge Agreement, dated as of the Issue Date,between E&W and The Bank of New York Trust Company, N.A., as Collateral Agent (as defined therein) for the Holders ofNotes."EW Common" means EW Common LLC, a Nevada limited-liability company."EW Preferred Note Loan" means the unsecured loan into which the EW Preferred Account is converted, pursuant toSection 12.5c(ii) of the Operating Agreement (as in effect on the Issue Date, without giving effect to any amendment orsupplement thereto or modification thereof), in the event that EW Common fails to obtain the requisite approvals of the GamingAuthorities to own an interest in the Company as a gaming licensee on or prior to January 31, 2006, which loan has the followingterms:(a) accrues interest at the rate of the EW Preferred Return, which interest is payable in the same manner and in thesame relative priority as the EW Preferred Return;1019 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 21 of 45(b) matures on the later of (i) the occurrence of a sale of the Casino/Hotel and (ii) the date that is 91 days after the dateon which all the Notes cease to be outstanding; and(c) payments on the EW Preferred Note Loan shall be subordinated to the Notes as provided in the OperatingAgreement in the same manner as the EW Preferred Return, meaning that (i) cash flow from operations goes to make any paymentsthen due under the Notes, before any payments are made on the EW Preferred Note Loan from such cash flow, and cash flow fromcapital events goes to pay off the Notes before any payments are made on the EW Preferred Note Loan from such cash flow."EW Preferred Return" means a return, calculated as set forth in the Operating Agreement, of 4% per annum, cumulative,on the EW Preferred Account (as defined in the Operating Agreement); provided, however, that solely for purposes of clause (f) ofthe covenant "Limitation on Restricted Payments," the EW Preferred Return shall not exceed an amount equal to 4% per annum of(a) the sum of (x) $20,000,000, which represents the balance of the EW Preferred Account as of the Issue Date, and (y) upon thecontribution by E&W or EW Common of gaming assets to the Company pursuant to Section 5.1 of the Operating Agreementfollowing the occurrence of the Operator Licensing Event, $5,000,000, less (b) the amount of any reductions in, or repayments orreturns of, the EW Preferred Account on and after the Issue Date."Equity Holder"means (a) with respect to a corporation, each holder of stock of such corporation, (b) with respect to a limited liability company orsimilar entity, each member of such limited liability company or similar entity, (c) with respect to a partnership, each partner ofsuch partnership, (d) with respect to any entity described in clause (a)(iv) of the definition of "Flow Through Entity," the owner ofsuch entity, and (e) with respect to a trust described in clause (a)(v) of the definition of "Flow Through Entity," an owner thereof."Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excludingany debt security that is convertible into, or exchangeable for, Capital Stock).agency."Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing"Event of Loss" means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset,(2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, orconfiscation or requisition of the use of such property or asset or (3) any settlement in lieu of clause (2) above."Excess Cash Distribution Amount for Taxes"means the excess of (x) the aggregate actual cash distributions received by the Issuers or a Subsidiary from all Flow ThroughEntities that are not Subsidiaries during the period commencing with the Issue Date and continuing to and including the date onwhich a proposed Permitted Tax1120 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 22 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Distribution is to be made under Section 4.9(b)(7) hereof over (y) the aggregate amount of such cash distributions described in theimmediately preceding clause (x) that have already been taken into account for purposes of making (I) Permitted Tax Distributionspreviously made and which was attributable to a Flow Through Entity that was not a Subsidiary at the time such Permitted TaxDistribution was made plus (II) Restricted Payments permitted by clause (A) or (C) of Section 4.9(a)(4) hereof (treating such cashdistributions described in this clause (y)(II) as used to make a Restricted Payment during such period only to the extent that in suchperiod, the total amount of Restricted Payments actually made during such period exceeded the excess of (m) the total amount ofRestricted Payments permitted to be made in such period over (n) the amount of such cash distributions described in theimmediately preceding clause (x) that were actually received by the Issuers or a Subsidiary during such period and that were notpreviously used to make a Permitted Tax Distribution."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of theCommission promulgated thereunder."Exchange Notes" means the Series B Notes, issued pursuant to an Exchange Offer and identical in all respects to theSeries A Notes (including with respect to the Guarantees), except (i) that such securities shall have been registered pursuant to aneffective registration statement under the Securities Act, (ii) that such securities shall not contain a restrictive legend thereon, (iii)that such securities shall not contain provisions relating to the accrual or payment of Liquidated Damages and (iv) Interest on eachExchange Note shall accrue from the last Interest Payment Date on which Interest was paid on the Notes surrendered in exchangetherefor or, if no Interest has been paid on the Notes, from the Issue Date of the Notes."Exchange Offer" means an offer that may be made by the Issuers pursuant to the Registration Rights Agreement toexchange Exchange Notes for Series A Notes."Exchange Offer Registration Statement" shall have the meaning set forth in the Registration Rights Agreement."Excluded Assets" means:(a)(b)assetssecuring FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to beincurred under this Indenture;any additional leasehold estates in real property acquired by the Issuers or the Subsidiaries after the Issue Date,unless the Trustee, as collateral agent (upon request of the Holders of a majority of the outstanding Notes), in itsreasonable discretion requests that the Issuers provide the Trustee, as collateral agent, with a lien upon andsecurity interest in such leasehold estate so that such leasehold estate shall become additional Collateral (and inthe Collateral Agreements the Issuers will agree to notify the Trustee of the acquisition by it or any of theSubsidiaries of any leasehold estate in real property);1221 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 23 of 45(c)(d)(e)any leases, permits, licenses (including without limitation Gaming Licenses) or other contracts or agreements orother assets or property to the extent that a grant of a Lien thereon under the Collateral Agreements (i) isprohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right,title or interest of the grantor therein pursuant to the applicable law, or (ii) would require the consent of thirdparties and such consent has not been obtained after the Issuers have used commercially reasonable efforts to tryto obtain such consent, or (iii) other than as a result of requiring a consent of third parties that has not beenobtained, would result in a breach of the provisions thereof, or constitute a default under or result in a terminationof, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereofwould be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or any other applicablelaw); provided, that, immediately upon the uneffectiveness, lapse or termination of such prohibition, theprovisions that would be so breached or such breach, default or termination or immediately upon the obtaining ofany such consent, the Excluded Assets shall not include, and the Issuers or the applicable Guarantor, as the casemay be, shall be deemed to have granted a security interest in, all such leases, permits, licenses, other contractsand agreements and such other assets and property as if such prohibition, the provisions that would be sobreached or such breach, default or termination had never been in effect and as if such consent had not beenrequired;cash and Cash Equivalents to the extent that a Lien thereon may not be perfected through the filing of a UCCfinancing statement or that, after the Issuers have used commercially reasonable efforts, the Issuers are unable tocause the Trustee to obtain "control" (as defined in the UCC) for the benefit of the Holders; andany Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of 65% of the Voting EquityInterests of such Excluded Foreign Subsidiary held directly by the Issuers or any domestic Subsidiary, 100% ofthe nonvoting Equity Interests of such Excluded Foreign Subsidiary held directly by the Issuers or any domesticSubsidiary and 100% of any intercompany Indebtedness owed by such Excluded Foreign Subsidiary to any of theIssuers or any of the Guarantors;provided, however, that "Excluded Assets" shall not include any proceeds or products of any of the foregoing unless thoseproceeds or products are a type of asset that would constitute an Excluded Asset."Excluded Foreign Subsidiary" means any Foreign Subsidiary that is either (i) treated for United States federal taxpurposes as a corporation or (ii) any entity owned directly or indirectly by another Foreign Subsidiary that is treated for UnitedStates federal tax purposes as a corporation.1322 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 24 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."Exempted Affiliate Transaction" means:(a)(b)(c)(d)(e)(f)reasonable and customary compensation arrangements provided for the benefit of any director, officer oremployee of the Issuers or any Subsidiary, in each case entered into in the ordinary course of business and forservices provided to the Issuer or such Subsidiary, respectively, as determined in good faith by the disinterestedmembers of the Board of Directors of the applicable Issuer,dividends or distributions not prohibited under the terms of Section 4.9 hereof and payable, in form and amount,(i) on a pro ratabasis to all holders of the Issuers' common stock or membership interests, as the case may be or (ii) otherwisepursuant to the Operating Agreement,transactionssolely between or among the Issuers and any of the Consolidated Subsidiaries that are Guarantors or solelyamong the Consolidated Subsidiaries that are Guarantors,payments permitted by Section 4.9(b)(6), (7) and (8) hereof,payments and other transactions pursuant to the Lease Related Agreements, andpayments and other transactions pursuant to the License Agreements."Existing Indebtedness" means the Indebtedness of the Issuers and the Subsidiaries (other than Indebtedness under theCredit Agreement) in existence on the Issue Date (after giving effect to the transactions contemplated hereby), reduced to theextent such amounts are repaid, refinanced or retired."Existing Stockholders"means (i) Florida Hooters., (ii) any trust, corporation, partnership or other entity controlled by Florida Hooters and (iii) anypartnership the sole general partners of which consist solely of Florida Hooters or any entity referred to in clause (ii) above."FF&E" means furniture, fixtures and equipment (including Gaming Equipment) acquired by the Issuers and theSubsidiaries in the ordinary course of business for use in the Issuers' or the Subsidiaries' business operations."FF&E Financing" means Indebtedness, the proceeds of which are used solely by the Issuers and the Subsidiaries (andconcurrently with the incurrence of such Indebtedness) to acquire or lease or improve or refinance, respectively, FF&E (includingFF&E Financings assumed from E&W in connection with the contribution by E&W or EW Common of gaming assets to theCompany in accordance with Section 5.1 of the Operating Agreement following the occurrence of the Operator Licensing Event);provided, that (x) the principal amount of such FF&E Financing does not exceed the cost (including sales and excise taxes,installation and delivery charges, capitalized interest and other direct fees, costs and expenses) of the FF&E purchased or leased orrefinanced1423 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 25 of 45with the proceeds thereof or the cost of such improvements, as the case may be, and (y) such FF&E Financing is secured only bythe assets so financed and assets which, immediately prior to the incurrence of such FF&E Financing, secured other Indebtednessof the Issuers and the Subsidiaries (to the extent such other Indebtedness and the Liens securing such other Indebtedness arepermitted under this Indenture) to the lender of such FF&E Financing."Financing Difference Payment" means the difference between the New Financing and the Existing Indebtedness plus theclosing costs of the New Financing, as the foregoing capitalized terms are defined in the Operating Agreement, pursuant to Section5.1.b. of the Operating Agreement, upon the Company's receipt of the proceeds from the offering of the Initial Notes."Florida Hooters" means Florida Hooters LLC, a Nevada limited-liability company."Flow Through Entity" means an entity that (a) for United States federal income tax purposes constitutes (i) an "S"corporation (as defined in section 1361(a) of the Code), (ii) a "qualified subchapter S subsidiary" (as defined in section1361(b)(3)(B) of the Code), (iii) a "partnership" (within the meaning of section 7701(a)(2) of the Code) other than a "publiclytraded partnership" (as defined in section 7704 of the Code), (iv) an entity that is disregarded as an entity separate from its ownerunder the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service, or (v) a trust,the income of which is includible in the taxable income of the grantor or another person under sections 671 through 679 of theCode (the entities described in the immediately preceding clauses (i), (ii), (iii), (iv) and (v), a "Federal Flow Through Entity") and(b) for state and local jurisdictions in respect of which Permitted Tax Distributions are being made, is subject to treatment on abasis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity."Foreign Subsidiary" means any Subsidiary which (i) is not organized under the laws of the United States, any statethereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States ofAmerica."GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements ofthe Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment ofthe accounting profession in the United States as in effect from time to time."Gaming Authorities"means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of theUnited States federal government, any foreign government, any state, province or city or other political subdivision or otherwise,whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Nevada GamingCommission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the City of1524 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 26 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Las Vegas and any other agency, in each case, with authority to regulate any gaming operation (or proposed gaming operation)owned, managed or operated by the Issuers or any of the Subsidiaries."Gaming Equipment" means slot machines, video poker machines, and all other gaming equipment and related signage,accessories and peripheral equipment."Gaming FF&E Financing" means FF&E Financing, the proceeds of which are used solely by the Issuers and theSubsidiaries to acquire or lease FF&E that constitutes Gaming Equipment."Gaming Laws" means the gaming laws of a jurisdiction or jurisdictions to which the Issuer or any of the Subsidiaries are,or may at any time after the date of this Indenture be, subject."Gaming Licenses" means every material license, material franchise, material registration, material qualification, findingsof suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage gamingactivities in any state or jurisdiction in which the Issuers or any of the Subsidiaries conducts business (including, withoutlimitation, all such licenses granted by the Gaming Authorities), and all applicable liquor and tobacco licenses."Global Notes" means one or more Notes in the form of Exhibit A hereto that includes the information referred to infootnotes 3 and 4 to the form of Note, attached hereto as Exhibit A, issued under this Indenture, that is deposited with or on behalfof and registered in the name of the Depositary or its nominee."Global Note Legend" means the legend set forth in Section 2.6(g)(2) hereof, which is required to be placed on all GlobalNotes issued under this Indenture."Guarantor" means each of the Subsidiaries that at the time are guarantors of the Notes in accordance with this Indenture."guaranty" or "guarantee," used as a noun, means a guarantee (other than by endorsement of negotiable instruments forcollection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit andreimbursement agreements in respect thereof), of all or any part of any Indebtedness. The term "guarantee" or "guaranty," used asa verb, has a corresponding meaning. When used with respect to the Notes, a "Guarantee" means a guarantee by any of theGuarantors of the Notes, in accordance with Article XI hereof."HGC" means Hooters Gaming Corporation, a Nevada corporation."HI Limited" means HI Limited Partnership, a Florida limited partnership."Holder" means the Person in whose name a Note is registered in the register of the Notes.1625 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 27 of 45http://www. sec. gov/Archives/edgar/data/1326686/000104746905014761..."Hotel Lease" means the Amended and Restated Hotel Lease, dated March 9, 2005, by and between the Company andE&W, as in effect on the Issue Date, without giving effect to any amendment or supplement thereto or modification thereof, exceptsuch amendments, supplements and modifications that are not, individually or in the aggregate (together with any otheramendments, supplements or modifications to any of the Lease-Related Agreements or License Agreements), adverse toNoteholders."Indebtedness" of any specified Person means, without duplication,(a)(b)(c)all liabilities and obligations, contingent or otherwise, of such specified Person, to the extent such liabilities andobligations would appear as a liability upon the consolidated balance sheet of such specified Person inaccordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to thewhole of the assets of such specified Person or only to a portion thereof), (2) evidenced by bonds, notes,debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of anyproperty or services (which, for the avoidance of doubt, shall not include the obligation of the Company toincrease the EW Preferred Account (as defined in the Operating Agreement) by up to $5,000,000 upon thecontribution by E&W or EW Common of gaming assets to the Company in accordance with Section 5.1 of theOperating Agreement following the occurrence of the Operator Licensing Event), except (other than accountspayable or other obligations to trade creditors which have remained unpaid for greater than 60 days past theiroriginal due date) those incurred in the ordinary course of its business that would constitute ordinarily a tradepayable to trade creditors;all liabilities and obligations, contingent or otherwise, of such specified Person (1) evidenced by bankers'acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation,or (3) evidenced by a letter of credit or a reimbursement obligation of such specified Person with respect to anyletter of credit;all net obligations of such specified Person under Interest Swap and Hedging Obligations;(d)all liabilities and obligations of others of the kind described in any of the preceding clauses (a), (b) and (c) thatsuch specified Person has guaranteed or provided credit support or that are otherwise its legal liability or that aresecured by any assets or property of such specified Person;(e)any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, oramendments, modifications or supplements to, any liability of the kind described in any of the precedingclauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and1726 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 28 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...allDisqualified Capital Stock of such specified Person (measured at the greater of its voluntary or involuntarymaximum fixed repurchase price, including accrued and unpaid dividends).For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have afixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such DisqualifiedCapital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, andif such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shallbe determined in reasonable good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of anyIndebtedness issued with original issue discount, but the accretion of original issue discount in accordance with the original termsof Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof,together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness."Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof."Indirect Participant" means an entity that, with respect to DTC, clears through or maintains a direct or indirect, custodialrelationship with a Participant."Initial Notes" means $130,000,000 aggregate principal amount of 8 34% Senior Secured Notes due 2012 issued on theIssue Date."Initial Public Offering" means an initial underwritten public offering of (a) the Issuers' common stock or (b) commonstock of a holding company that wholly owns each of the Issuers, in each case for cash pursuant to an effective registrationstatement under the Securities Act following which the Issuers' or such holding company's, as the case may be, common stock islisted on a national securities exchange or quoted on the national market system of the Nasdaq Stock Market, Inc."Initial Purchasers" means Jefferies & Company, Inc. and Wells Fargo Securities, LLC, the initial purchasers of theSeries A Notes under the Purchase Agreement."Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2),(3) or (7) under the Securities Act, which is not also a QIB."Intercreditor Agreement" means that certain Intercreditor Agreement among the Trustee and the lender or agent, asapplicable, under the Credit Agreement to be dated as of the Issue Date and any amended or supplemented agreement or anyreplacement or1827 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 29 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...substitute agreement in accordance with this Indenture, in each case substantially in the form of Exhibit F attached hereto."Interest" means the interest payable on the Notes."Interest Payment Date" means the stated due date of an installment of Interest on the Notes."Interest Record Date" means a Interest Record Date specified in the Notes, whether or not such date is a Business Day."Interest Reserve Account" means the interest reserve account to be maintained by the Disbursement Agent and pledged tothe Trustee pursuant to the terms of the Cash Collateral and Disbursement Agreement into which an amount, together with interestearned on such amount, sufficient to pay the first two interest payments on the Notes will be deposited on the date of the Indenture."Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swapagreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchangeagreement, or any other agreement or arrangement designed to protect against fluctuations in interest rates, or currency values,including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to timeperiodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange forperiodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount."Investment" by any specified Person in any other Person (including an Affiliate) means (without duplication):(a)(b)(c)the acquisition (whether by purchase, merger, consolidation or otherwise) by such specified Person (whether forcash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures,partnership or other ownership interests or other securities, including any options or warrants, of such otherPerson or any agreement to make any such acquisition;the making by such specified Person of any deposit with, or advance, loan or other extension of credit to, suchother Person (including the purchase of property from another Person subject to an understanding or agreement,contingent or otherwise, to resell such property to such other Person) or any commitment to make any suchadvance, loan or extension (but excluding accounts receivable, endorsements for collection or deposits arising inthe ordinary course of business);otherthan guarantees of the Issuers' Indebtedness or the Indebtedness of any Guarantor to the extent permitted bySection 4.7 hereof, the entering into by such specified Person of any guarantee of, or other credit support or1928 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 30 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...contingent obligation with respect to, Indebtedness or other liability of such other Person;(d)(e)the making of any capital contribution by such specified Person to such other Person; andInvestments described in the immediately following paragraph.The Issuers shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of anysubsidiary of the Issuers (or, if neither the Issuers nor any of the Subsidiaries has theretofore made an Investment in suchsubsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an UnrestrictedSubsidiary, and any property transferred to an Unrestricted Subsidiary from the Issuers or a Subsidiary shall be deemed anInvestment valued at its fair market value at the time of such transfer. The Issuers or any of the Subsidiaries shall be deemed tohave made an Investment in a Person that is or was a Subsidiary or a Guarantor if, upon the issuance, sale or other disposition ofany portion of the Issuers' or any of the Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be aSubsidiary or Guarantor, as applicable. The fair market value of each Investment shall be measured at the time made or returned,as applicable."Issue Date" means the date of first issuance of the Notes under this Indenture."Issuers" means the Company and Finance Corp."Joint Venture Agreement" means the Amended and Restated Joint Venture Agreement, dated March 9, 2005, by andbetween EW Common (as successor in interest to E&W), E&W (to the extent that E&W has remaining obligations under theoriginal Joint Venture Agreement, dated June 29, 2004, by and between E&W (as successor in interest to I and P Corporation,Colorado) and Florida Hooters), and Florida Hooters, as in effect on the Issue Date, without giving effect to any amendment orsupplement thereto or modification thereof, except such amendments, supplements and modifications that are not, individually orin the aggregate (together with any other amendments, supplements or modifications to any of the Lease-Related Agreements orLicense Agreements), adverse to Noteholders."Lags" means Lags Ventures, Inc., a Florida corporation."Lease Related Agreements" means, collectively, the Leases, the Joint Venture Agreement and the Operating Agreement."Leases" mean, together, the Casino Lease and the Hotel Lease."Letter of Transmittal" means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes foruse by such Holders in connection with the Exchange Offer.2029 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 31 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."License Agreements" means the following agreements, as in effect on the Issue Date, without giving effect to anyamendment or supplement thereto or modification thereof, except such amendments, supplements and modifications that are not,individually or in the aggregate (together with any other amendments, supplements or modifications to any of the Lease-RelatedAgreements or License Agreements), adverse to Noteholders:(i) License Agreement, dated March 21, 2001, as amended, between HI Limited, as licensor, and HGC, as licensee,granting an exclusive license to use the Hooters brand in connection with gaming, casino and/or combined hotel, gamingand casino operations, including the right to operate a Hooters restaurant subject to the consent of LVW;(ii) Consent Agreement, dated July 30, 2004, between LVW and HGC, providing consent to HGC for operation of aHooters restaurant at the Casino/Hotel Property;(iii) Amended and Restated Mark License Agreement, dated March 9, 2005, between Lags, as licensor, and FloridaHooters, as licensee, granting licensee a license to use the Dan Marino's Fine Food & Spirits and/or Martini Bar brands atthe Casino/Hotel Property;(iv) Amended and Restated Assignment Agreement, dated March 9, 2005, between HGC and Florida Hooters, pursuantto which HGC assigned to Florida Hooters all of its rights under the License Agreement (referred to in clause (i) of thisdefinition), and the Consent Agreement (referred to in clause (ii) of this definition) solely for use at the Casino/HotelProperty;(v) Amended and Restated Assignment Agreement, dated March 9, 2005, between Florida Hooters and the Company,pursuant to which Florida Hooters assigned to the Company all of the rights that it has, pursuant to the AssignmentAgreement (referred to in clause (iv) of this definition), under the License Agreement (referred to in clause (i) of thisdefinition) and the Consent Agreement (referred to in clause (ii) of this definition), and the Mark License Agreement(referred to in clause (iii) of this definition);(vi) License Agreement dated March 11, 2005, between Pete & Shorty's, Inc., a Florida corporation, as licensor, andthe Company, as licensee granting a nonexclusive, nontransferable license to use the Pete & Shorty's mark in connectionwith a restaurant, bar, and lounge in the Hooters Casino Hotel in Las Vegas and affiliated merchandise, entertainment andcasino services; and(vii) Affirmation and Acknowledgement, dated March 9, 2005, by HGC to the Company, pursuant to which HGCagreed not to operate, license or assign its rights under the License Agreement (referred to in clause (i) of this definition)to any other person for operation of a casino (x) in Clark County, Nevada, for a period of four (4) years commencing onthe date of the Indenture or such earlier time as the2130 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 32 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Notes are no longer outstanding or (y) on the Las Vegas Strip from the date thereof until the Notes are no longeroutstanding."Lien" means, with respect to any asset, any mortgage, charge, pledge, lien (statutory or otherwise), privilege, securityinterest, hypothecation or other encumbrance upon or with respect to such asset, whether or not filed, recorded or otherwiseperfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, anyoption or other agreement to sell or give a security interest in any filing of or agreement to give any financing statement under theUCC (or equivalent statutes) of any jurisdiction, real or personal, movable or immovable, now owned or hereafter acquired."Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement."L VW" means Las Vegas Wings, Inc., a Nevada corporation."Management/Royalty Payments" has the meaning set forth in Section 4.9(b)(6)(i)."Moody's" means Moody's Investors Service, Inc. and its successors."Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received (a) by the Issuers in the case of asale of Qualified Capital Stock and (b) by the Issuers and the Subsidiaries in respect of an Asset Sale or an Event of Loss(including, in the case of an Event of Loss, the insurance proceeds, but excluding any liability insurance proceeds payable to theTrustee for any loss, liability or expense incurred by it),(1) plus(without duplication), in the case of an issuance of Qualified Capital Stock upon any exercise, exchange orconversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Issuersthat were issued for cash after the Issue Date, the amount of cash originally received by the Issuers upon theissuance of such securities (including options, warrants, rights and convertible or exchangeable debt),(2) less, in each case, the sum of all payments, fees and commissions and reasonable and customary expenses(including, without limitation, legal counsel, accounting and investment banking fees and expenses but excludingcosts and expenses payable to an Affiliate of the Issuers) incurred in connection with such Asset Sale or sale ofQualified Capital Stock or Event of Loss, and(3) less, in the case of an Asset Sale or Event of Loss only, the sum of(i)the amount (estimated reasonably and in good faith by the Issuers) of income, franchise, sales and otherapplicable taxes required to be paid by the Issuer or any of the Subsidiaries in connection with suchAsset Sale or Event of Loss in the taxable year that such sale is2231 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 33 of 45consummated or such loss is incurred or in the immediately succeeding taxable year, the computation ofwhich shall take into account the reduction in tax liability resulting from any available operating lossesand net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes,plus(ii) theamount of the marginal increase, if any, of the Permitted Tax Distribution directly attributable to suchAsset Sale."Net Revenue" means, with respect to any Person for any period, the net revenues of such Person and its consolidatedsubsidiaries determined on a consolidated basis in accordance with GAAP for such period."Non-US. Person" means any Person other than a U.S. Person."Notes Custodian"means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto."Obligation" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and otherliabilities and obligations payable under the documentation governing any Indebtedness, including, without limitation, interest afterthe commencement of any bankruptcy proceeding at the rate specified in the applicable instrument governing or evidencing suchIndebtedness and including, with respect to the Registration Rights Agreement, Liquidated Damages, if any."Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, theChief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, anyAssistant Secretary or any Vice President of such Person or any other Person designated by the Board of Directors of such Personand serving in a similar capacity."Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth inthis Indenture, and to be executed by two Officers of each Issuer, one of whom shall be the principal executive officer, theprincipal financial officer or the principal accounting officer."Operating Agreement" means the Amended and Restated Operating Agreement, dated March 9, 2005, of the Company,between Florida Hooters and EW Common, as in effect on the Issue Date, without giving effect to any amendment or supplementthereto or modification thereof, except such amendments, supplements and modifications that are not, individually or in theaggregate (together with any other amendments, supplements or modifications to any of the Lease-Related Agreements or LicenseAgreements), adverse to Noteholders."Operator" means the person(s) engaged, hired and/or retained by the Company to manage and/or operate the Casino.23"Operator Licensing Event" means the receipt by the Company of all licenses from the Gaming Authorities to conductgaming and liquor sales and other operations at the Casino/Hotel Property."Opinion of Counsel" means the opinion of counsel (subject to certain customary exceptions and assumptions) to bedelivered upon the occurrence of certain events set forth in this Indenture (which Opinion of Counsel shall be an opinion fromlegal counsel who is reasonably acceptable to the Trustee). Such counsel may be an employee of or counsel to any of the Issuers,any Subsidiary or the Trustee."Parcel 2" means that certain parcel of real property on which a parking lot and a single story convention hall, which iscurrently used as executive office space, are located, as more particularly described on that certain ALTA Land Title Survey byM.S. Surveying, dated August 2, 2004, Job Number 04-07-012."Parcel 2 Contribution" means the contribution by the Issuers of Parcel 2 to a Permitted Entity in a transaction thatsatisfies each of the following: (a) the Licensing and Re-Opening shall have occurred prior to such contribution; (b) suchcontribution shall have been approved by a majority of the members of the Board of Directors of the Company that aredisinterested in such transaction (if there are any directors who are so disinterested or, if none, a disinterested committee appointedby the Board of Directors of the Company for such purpose), (c) the Board of Directors of the Company shall have determined in32 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 34 of 45http ://www. sec. gov/Archives/edgar/data/1326686/000104746905014761...reasonable good faith that the Company will receive fair market value for such contribution in the form of Equity Interests in suchPermitted Entity; (d) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur aftergiving effect on a pro forma basis to, such contribution; and (e) immediately after giving effect to such contribution, on a proforma basis, the Issuers could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio Test."Parent Pledge Agreement" means the Pledge Agreements, dated March 29, 2005, among the Parent Pledgors and TheBank of New York Trust Company, N.A., in its capacity as collateral agent."Parent Pledgors" means Florida Hooters and EW Common."Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with theDepositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclearand Clearstream)."Permitted C-Corp Conversion" means a transaction resulting in an Issuer becoming subject to tax under the Code as acorporation (a "C Corporation"); provided, that:(1)the C Corporation resulting from such transaction, if a successor to such Issuer, (a) is a corporation, limitedliability company or other entity organized and existing under the laws of any state of the United States or theDistrict of Columbia, (b) assumes all of the obligations of such Issuer2433 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 35 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...under the Notes, the Collateral Agreements and this Indenture pursuant to a supplemental indenture in formreasonably satisfactory to the Trustee and (c) will have Consolidated Net Worth immediately after the transactionequal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction;(2) after giving effect to such transaction no Default or Event of Default exists;(3) prior to the consummation of such transaction, such Issuer shall have delivered to the Trustee (a) an Opinion ofCounsel reasonably acceptable to the Trustee to the effect that the holders of the outstanding Notes will notrecognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-CorpConversion and will be subject to United States federal income tax on the same amounts, in the same manner,and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred and(b) an Officers' Certificate as to compliance with all of the conditions set forth in paragraphs (1), (2) and (3)(a)above; and(4)such transaction would not (a) result in the loss or suspension or material impairment of any Gaming Licenseunless a comparable replacement Gaming License is effective prior to or simultaneously with such loss,suspension or material impairment or (b) require any holder or beneficial owner of Notes to obtain a GamingLicense or be qualified or found suitable under any applicable gaming laws."Permitted Entity" means a joint venture or Unrestricted Subsidiary that satisfies each of the following: (a) the Companyowns directly or indirectly in the aggregate at least 50% of the Voting Equity Interests of such entity; (b) no Affiliate of theCompany is a direct or indirect obligor, contingently or otherwise, of any Indebtedness of such entity or a direct or indirect holderof any Equity Interests of such entity or otherwise has an interest in such entity, other than through its direct or indirect ownershipinterests in the Company; (c) such entity satisfies each of the requirements of clauses (a) through (d) of the proviso ofparagraph (1) of the definition of Unrestricted Subsidiary; (d) such entity was formed for the sole purpose of owning anddeveloping Parcel 2; (e) the Trustee, on behalf of the Noteholders, has a perfected security interest in all of the Equity Interestsowned, directly or indirectly, by the Company in such entity; and (f) unless the Company owns directly or indirectly in theaggregate 100% of the Equity Interests of such entity, such entity does not own, operate or manage any gaming facilities orGaming Equipment or otherwise engage in or conduct any other gaming or racing activities."Permitted Indebtedness" means:(a)Indebtedness evidenced by the Notes and the Guarantees issued pursuant to this Indenture up to the amountsbeing issued on the original Issue Date less any amounts repaid or retired;2534 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 36 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(b)(c)(d)Permitted Refinancing Indebtedness with respect to any Indebtedness (including Disqualified Capital Stock)described in clause (a) or (c) or incurred pursuant to the Debt Incurrence Ratio Test, or which was refinancedpursuant to this clause (b);FF&E Financing and Indebtedness represented by Capitalized Lease Obligations, mortgage financings or otherPurchase Money Obligations; provided, that (1) no Indebtedness incurred under the Notes is utilized for thepurchase or lease of assets financed with such FF&E Financing or such other Indebtedness, and (2) the aggregateprincipal amount of such Indebtedness (including any Permitted Refinancing Indebtedness and any otherIndebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace any Indebtednessincurred pursuant to this clause (c)) outstanding at any time pursuant to this clause (c), other than any GamingFF&E Financing, does not exceed $2.5 million;(i) Indebtedness incurred by any Issuer that is owed to (borrowed from) any Guarantor, provided, that(x) such Indebtedness shall be unsecured and contractually subordinated in all respects to such Issuer'sobligations pursuant to the Notes and (y) any event that causes such Guarantor no longer to be aGuarantor (including by designation as an Unrestricted Subsidiary) shall be deemed to be a newincurrence by such Issuer of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof,Indebtedness incurred by any Guarantor that is owed to (borrowed from) any other Guarantor or anyIssuer, provided, that (x) such Indebtedness shall be unsecured and contractually subordinated in allrespects to such Guarantor's obligations pursuant to such Guarantor's Guarantee and (y) any event thatcauses the Guarantor lender no longer to be a Guarantor (including a designation as an UnrestrictedSubsidiary) shall be deemed to be a new incurrence by such Guarantor borrower of such Indebtednessand any guarantor thereof subject to Section 4.7 hereof, andIndebtedness incurred by any Subsidiary (other than a Guarantor) and owed to (borrowed from) anyIssuer, any Guarantor or any other Subsidiary; provided, that (x) such Indebtedness shall be unsecuredand contractually subordinated in all respects to such Issuer's obligations pursuant to the Notes and suchGuarantor's obligations pursuant to such Guarantor's Guarantee, as applicable, (y) any event that causesthe Subsidiary borrower or the Subsidiary or Guarantor lender to no longer be a Subsidiary (including adesignation as an Unrestricted Subsidiary), shall be deemed to be a new incurrence of such Indebtednesssubject to Section 4.7 hereof, and (z) the Investment in the form of the loan is a "Permitted Investment"(other than pursuant to clause (c) of the definition2635 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 37 of 45thereof) or is otherwise not prohibited at the time of incurrence by Section 4.9 hereof;(e)(0(g)(h)(i)Indebtedness solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent thatsuch incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowedmoney or other Indebtedness), all in the ordinary course of business in accordance with customary industrypractices, in amounts and for the purposes customary in the Issuers' industry;Interest Swap and Hedging Obligations that are incurred in the ordinary course of business for the purpose offixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that ispermitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined byreference to a foreign currency; provided, that the notional amount of any such Interest Swap and HedgingObligation does not exceed the principal amount of Indebtedness or other obligations to which such InterestSwap and Hedging Obligation relates;Indebtedness not otherwise permitted by clauses (a) through (f) above in an aggregate principal amount (oraccreted value, as applicable) at any time outstanding pursuant to this clause (g), including all PermittedRefinancing Indebtedness incurred to repay, redeem, discharge, retire, defease, refund, refinance or replace anyIndebtedness incurred pursuant to this clause (g), not to exceed $2.5 million;the EW Preferred Note Loan; andExisting Indebtedness."Permitted Investment" means:(a)(b)(c)(d)(e)(f)any Investment in any of the Notes or the Guarantees;any Investment in cash or Cash Equivalents;intercompany notes to the extent permitted under clause (i) or (ii) of clause (e) of the definition of "PermittedIndebtedness;"any Investment by the Issuers or any Guarantor in a Person in a Related Business if as a result of such Investmentsuch Person becomes a Guarantor or such Person is merged with or into the Issuers or a Guarantor;Investments in existence on the Issue Date;any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was madepursuant to and in compliance with Section 4.13 hereof.2736 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 38 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...credit extensions to gaming customers in the ordinary course of business, consistent with industry practice;loans or advances to employees of the Issuers and the Subsidiaries made in the ordinary course of business in anaggregate amount not to exceed $500,000 at any one time outstanding; andthe Parcel 2 Contribution and the interest in the Permitted Entity received pursuant thereto; provided, that if theentity to which the Parcel 2 Contribution was made either (x) ceases to qualify as a "Permitted Entity" or(y) disposes of or otherwise ceases to own Parcel 2, then the Issuers will be deemed to have made an Investmentequal to the value of the Issuers' Investment in such entity at such time (valued in each case as provided in thedefinition of "Investment") and the value of such Investment at such time will, for the period such Investmentdoes not so qualify, be included in the calculation of the aggregate amount of Restricted Payments referenced inSection 4.9(a)(4)."Permitted Liens" means:(a)(b)(c)(d)(e)Liens existing on the Issue Date;Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty orwhich are being contested in good faith and by appropriate proceedings, if adequate reserves with respect theretoare maintained on the Issuers' books in accordance with GAAP;statutory liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or other like Liensarising by operation of law in the ordinary course of business provided that (1) the underlying obligations are notoverdue for a period of more than 30 days, or (2)(i) such Liens are being contested in good faith and either byappropriate proceedings or in accordance with applicable law and (ii) adequate reserves with respect thereto aremaintained on the Issuers' books in accordance with GAAP;Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in theordinary course of business;easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurredin the ordinary course of business consistent with industry practices which, singly or in the aggregate, do not inany case materially detract from the value of the property subject thereto (as such property is used by the Issuersor any of the Subsidiaries) or interfere with the ordinary conduct of the business of the Issuers or any of theSubsidiaries;2837 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 39 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...pledges or deposits made in the ordinary course of business in connection with workers' compensation,unemployment insurance and other types of social security legislation;Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged withor into the Issuers or a Subsidiary or any Lien securing Indebtedness incurred in connection with an Acquisition,provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, werenot incurred in anticipation thereof, and do not extend to any other assets;(h)Liens that secure FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted tobe incurred pursuant to clause (c) of the definition of "Permitted Indebtedness;" provided such Liens do notextend to or cover any property or assets other than those being acquired, leased or developed with the proceedsof such Indebtedness;(i)leases or subleases granted to other Persons in the ordinary course of business not materially interfering with theconduct of the business of the Issuers or any of the Subsidiaries or materially detracting from the value of therelative assets of the Issuers or any Subsidiary;U)Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by theIssuers or any of the Subsidiaries in the ordinary course of business;(k)Liens securing Permitted Refinancing Indebtedness incurred to refinance any Indebtedness that was previously sosecured in a manner no more adverse to the Holders of the Notes than the terms of the Liens securing suchrefinanced Indebtedness, providedthat the Indebtedness secured is not increased and the Lien is not extended to any additional assets or propertythat would not have been security for the Indebtedness refinanced;(1) Liens securing Indebtedness incurred under the Credit Agreement pursuant to the Credit Facility Basket;(m)Liens securing the Notes and the Guarantees; and(n)Liens in favor of the Issuers or any Guarantor, which are assigned to the Trustee to secure the payment of theNotes or a Guarantee, as applicable."Permitted Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock):(a) issued in exchange for, or the proceeds from the issuance and sale of which are used substantially concurrently torepay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or2938 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 40 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are,collectively, a "Refinancing"),any Indebtedness (including Disqualified Capital Stock) in a principal amount or, in the case of Disqualified CapitalStock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred inconnection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of(1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness(including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with anoriginal issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of suchRefinancing;provided, that:(A)(B)(C)(D)such Permitted Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (includingDisqualified Capital Stock) of such Person issuing such Permitted Refinancing Indebtedness,such Permitted Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness(including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects,be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Notes than was theIndebtedness (including Disqualified Capital Stock) to be refinanced,such Permitted Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, noearlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (includingDisqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Notes, andsuch Permitted Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to theHolders of the Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, withoutlimitation, the amount of Indebtedness secured shall not be increased."Permitted Tax Distributions"in respect of an Issuer means, with respect to any taxable year or portion thereof commencing with the Issue Date in which suchIssuer is a Flow Through Entity, the sum of: (i) the product of (a) the excess of (1) all items of taxable income or gain (other thancapital gain) of such Issuer for such year or portion thereof over (2) all items of taxable deduction or loss (other than capital loss)of such Issuer for such year or portion thereof and (b) the Applicable Income Tax Rate, plus (ii) the product of (a) the net capitalgain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, of such Issuer for such year or portionthereof and (b) the Applicable Capital Gain Tax Rate, plus (iii) the product of (a) the net short-term capital gain (i.e., the3039 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/datail 08/01/11 18:20:48 Page 326686/000104746905014761...41 of 45excess of net short-term capital gain over net long-term capital loss), if any, of such Issuer for such year or portion thereof and(b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss Benefit Amount for such Issuer for such year or portionthereof; provided, that in no event shall the Applicable Income Tax Rate or the Applicable Capital Gain Tax Rate exceed thegreater of (i) the highest aggregate applicable effective marginal rate of United States federal, state, and local income tax to which acorporation doing business in the State of Nevada would be subject to in the relevant year of determination (as certified to theTrustee by a nationally recognized tax accounting firm) plus 5% and (ii) 60%. For purposes of calculating the amount of thePermitted Tax Distributions the items of taxable income, gain, deduction or loss (including capital gain or loss) of any FlowThrough Entity that is a subsidiary of which such Issuer is treated for United States federal income tax purposes as a member (butonly for periods for which such Flow Through Entity is treated as a Flow Through Entity), which items of income, gain, deductionor loss are allocated to or otherwise treated as items of income, gain, deduction or loss of such Issuer for United States federalincome tax purposes, shall be included in determining the taxable income, gain, deduction or loss (including capital gain or loss) ofsuch Issuer.Estimated tax distributions may be made within thirty days following March 15, May 15, August 15, and December 15based upon an estimate of the excess of (x) the tax distributions that would be payable for the period beginning on January 1 ofsuch year and ending on March 31, May 31, August 31, and December 31 if such period were a taxable year (computed asprovided above) over (y) distributions attributable to all prior periods during such taxable year.The amount of the Permitted Tax Distribution for a taxable year shall be re-computed promptly after (i) the filing by suchIssuer and each subsidiary of such Issuer that is treated as a Flow Through Entity of their respective annual income tax returns and(ii) United States federal or state taxing authority finally determines that the amount of the items of taxable income, gain,deduction, or loss of such Issuer or any such subsidiary that is treated as a Flow Through Entity for such taxable year or theaggregate Tax Loss Benefit Amount carried forward to such taxable year should be adjusted (each of clauses (i) and (ii) a "TaxCalculation Event"). To the extent that the Permitted Tax Distributions previously distributed in respect of any taxable year areeither greater than (a "Tax Distribution Overage") or less than (a "Tax Distribution Shortfall") the Permitted Tax Distributionswith respect to such taxable year, as determined by reference to the computation of the amount of the items of income, gain,deduction, or loss of such Issuer and each such subsidiary in connection with a Tax Calculation Event, the amount of the estimatedPermitted Tax Distributions that may be made on the estimated tax distribution date immediately following such Tax CalculationEvent shall be reduced or increased as appropriate to the extent of the Tax Distribution Overage or the Tax Distribution Shortfall.To the extent that a Tax Distribution Overage remains after the estimated tax distribution date immediately following such TaxCalculation Event, the amount of the estimated Permitted Tax Distribution that may be made on the subsequent estimated taxdistribution date shall be reduced to the extent of such Tax Distribution Overage.Prior to making any Permitted Tax Distributions, such Issuer shall require each Equity Holder to agree that promptly afterthe second estimated tax distribution date3140 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 42 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...following a Tax Calculation Event, such Equity Holder shall reimburse such Issuer to the extent of its pro rata share (based on theportion of Permitted Tax Distributions distributed to such Equity Holder for the taxable year) of any remaining Tax DistributionOverage."Person" or "person" means any individual, corporation, limited liability company, joint stock company, joint venture,partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country,state, agency or political subdivision thereof, municipality, county, parish or other entity."Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferredas to payments of dividends or distributions, or as to distributions upon any liquidation or dissolution, over Equity Interests of anyother class of such Person."Private Placement Legend" means the legend set forth in Section 2.6(g)(i)(A) hereof to be placed on all Notes issuedunder this Indenture except where specifically stated otherwise by the provisions of this Indenture."Pro forma" or "pro forma" shall have the meaning set forth in Regulation S-X under the Securities Act, unless otherwisespecifically stated herein."Property" means the real property located at 115 and 155 East Tropicana Avenue, Law Vegas, Nevada."Purchase Agreement" means the Purchase Agreement, dated as of March 23, 2005, by and among the Issuers, the ParentPledgors (solely with respect to Sections 5(i), 6(c), 6(g), 6(h), 6(n), 6(o), 6(p), 6(q), 6(r), and 6(z) thereof to the extent applicable toeach of the Parent Pledgors) and the Initial Purchasers."Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Personincurred solely to finance the acquisition (including, in the case of a Capitalized Lease Obligation, the lease), construction,installation or improvement of any after-acquired real or personal tangible property which, in the reasonable good faith judgmentof the applicable Issuer's Board of Directors, is directly related to a Related Business of the Issuers or any of the Subsidiaries andwhich is incurred concurrently with such acquisition, construction, installation or improvement and is secured only by the assets sofinanced."QIB" means a "qualified institutional buyer" as defined in Rule 144A."Qualified Capital Stock" means, with respect to any Person, any Capital Stock of such Person that is not DisqualifiedCapital Stock."Qualified Equity Offering" means an underwritten public offering for cash pursuant to a registration statement filed withthe Commission in accordance with the Securities Act of (a) Qualified Capital Stock of the Issuers or (b) Qualified Capital Stock ofa holding company that wholly owns each of the Issuers; provided that in the case of3241 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 43 of 45this clause (b), such holding company contributes to the capital of the Issuers the portion of the net cash proceeds of such offeringnecessary to pay the aggregate redemption price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to theRedemption Date, of the Notes to be redeemed pursuant to the provisions described in Section 3.7(b) hereof."Qualified Exchange" means:(1)(2)any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness ofthe Issuer issued on or after the Issue Date with the Net Cash Proceeds received by the Issuer from thesubstantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary); orany issuance of Qualified Capital Stock of the Issuer in exchange for any Capital Stock or Indebtedness of theIssuer issued on or after the Issue Date."Re-opening" means the time when the Renovation shall have been substantially completed and the facilities of theHooters Hotel Casino have been opened to the general public, are receiving customers in the ordinary course of business and areoperating in accordance with applicable laws in all material respects."Recourse Indebtedness" means Indebtedness (a) as to which the Issuers or one of the Subsidiaries (1) provides creditsupport of any kind (including any undertaking, guarantee agreement or instrument that would constitute Indebtedness), (2) isdirectly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender, or (b) a default with respect to which(including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) wouldpermit (upon notice, lapse of time or both) a holder of any other Indebtedness of the Issuers or any of the Subsidiaries (other thanthe Notes and Guarantees) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated orpayable prior to its stated maturity."Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser number of full fiscalquarters following the Re-opening) ended immediately preceding any date upon which any determination is to be made pursuant tothe terms of the Notes or this Indenture. For any date of determination that is during the second, third or fourth fiscal quartersfollowing the Re-opening, the Reference Period shall be determined as follows: (x) for any date of determination that is during thesecond full fiscal quarter following the Re-opening, the Reference Period shall be the first full fiscal quarter following theRe-opening (the "First Reference Period"), (y) for any date of determination that is during the third full fiscal quarter following theRe-opening, the Reference Period shall be the first and second full fiscal quarters following the Re-opening (the "Second ReferencePeriod"), (z) for any date of determination that is during the fourth full fiscal quarter following the Re-opening, the ReferencePeriod shall be the first three full fiscal quarters following the Re-opening (the "Third Reference Period").3342 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered 08/01/11 18:20:48 Page 44 of 45http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."Reg S Permanent Global Note" means one or more permanent Global Notes bearing the Private Placement Legend, thatwill be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Reg S TemporaryGlobal Note upon expiration of the Distribution Compliance Period."Reg S Temporary Global Note" means one or more temporary Global Notes bearing the Private Placement Legend andthe Reg S Temporary Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstandingprincipal amount of the Notes initially sold in reliance on Rule 903 of Regulation S."Reg S Temporary Global Note Legend" means the legend set forth in Section 2.6(g)(3) hereof, which is required to beplaced on all Reg S Temporary Global Notes issued under this Indenture."Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among theIssuers and the other parties named on the signature pages thereof, and any substantially identical registration rights agreementwith respect to any Additional Notes as such agreement may be amended, modified or supplemented from time to time."Regulation S" means Regulation S promulgated under the Securities Act, as it may be amended from time to time, andany successor provision thereto.be."Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the case may"Related Business" means the business conducted (or proposed to be conducted) by the Issuer and the Subsidiaries as ofthe Issue Date and any and all businesses that in the reasonable good faith judgment of the applicable Issuer's Board of Directorsare materially related businesses."Renovation"means the redesign and renovation of the Hotel San Remo Casino & Casino/Hotel Property as a Hooters Casino, Casino/HotelProperty and Entertainment Center having and using the Hooters Brand and concept. As part of the Renovation, the Hotel SanRemo Casino & Casino/Hotel Property shall be re-themed and re-named, shall include a Hooters Restaurant and may include suchconcepts as a Dan Marino Town Tavern and Martini Bar."Renovation Disbursement Account" means the construction disbursement account to be maintained by the DisbursementAgent and pledged to the Trustee pursuant to the terms of the Cash Collateral and Disbursement Agreement."Renovation Documents" has the meaning set forth in the Cash Collateral and Disbursement Agreement."Representative" means the Trustee or any trustee, agent or representative for any Senior Debt.3443 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-11 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 45 of 45"Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust departmentof the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of theTrustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers,respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with theparticular subject and who shall have direct responsibility for the administration of this Indenture."Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend, issued under thisIndenture."Restricted Global Note" means one or more Global Notes bearing the Private Placement Legend, issued under thisIndenture; provided, that in no case shall an Exchange Note issued in accordance with this Indenture and the terms of theRegistration Rights Agreement be a Restricted Global Note."Restricted Investment" means, in one or a series of related transactions, any Investment, other than a PermittedInvestment."Restricted Payment" means, with respect to any Person:(a)(b)(c)(d)the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person,any payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or otheracquisition or retirement for value of Equity Interests of such Person,other than with the proceeds from the substantially concurrent sale of, or in exchange for, Permitted RefinancingIndebtedness any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of,any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, bysuch Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment ofprincipal, or scheduled sinking fund payment, as the case may be, of such Indebtedness andany Restricted Investment by such Person;provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or withrespect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) anydividend, distribution or other payment to the Issuers, or to any of the Guarantors, by the Issuers or any of the Subsidiaries and anyInvestment in any Guarantor by the Issuers or any Subsidiary."Rule 144" means Rule 144 promulgated under the Securities Act, as it may be amended from time to time, and anysuccessor provision thereto.3544 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 1 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commissionpromulgated thereunder."Shelf Registration" shall have the meaning set forth in the Registration Rights Agreement."Significant Subsidiary" shall have the meaning set forth in Regulation S-X under the Securities Act, as in effect on theIssue Date."Special Record Date" means, for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant toSection 2.12 hereof"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and its successors."Stated Maturity," when used with respect to any Note, means April 1, 2012."Subordinated Indebtedness" means any Indebtedness of the Issuers or a Guarantor that is contractually subordinated tothe Notes or such Guarantee, as applicable, in any respect."subsidiary," with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power,under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and oneor more Subsidiaries of such Person or by one or more Subsidiaries of such Person, and (2) any other Person (other than acorporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of suchPerson, directly or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in whichsuch Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at thedate of determination thereof has a majority ownership interest. Unless the context requires otherwise, "subsidiary," with respectto any Person, means each direct and indirect subsidiary of such Person."Subsidiary" means any subsidiary of any of the Issuers that is not an Unrestricted Subsidiary."Tax Loss Benefit Amount" means with respect to any taxable year or portion thereof, the amount by which the PermittedTax Distributions would be reduced were a net operating loss or net capital loss from a prior taxable year of an Issuer endingsubsequent to the Issue Date carried forward to the applicable taxable year or portion thereof; provided, that for such purpose theamount of any such net operating loss or net capital loss shall be used only once and in each case the unused portion of such lossshall be carried forward to the next succeeding taxable year until so used. For purposes of calculating the Tax Loss BenefitAmount, the proportionate part of the items of taxable income, gain, deduction, or loss (including capital gain or loss) of anySubsidiary that is a Flow Through Entity for a taxable year or portion thereof of such Subsidiary ending subsequent to the IssueDate shall be included in determining the amount of net operating loss or net capital loss of such Issuer.3645 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 2 of 54"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which thisIndenture is qualified under the TIA, except as provided in Section 9.8 hereof."Transfer Restricted Notes" means Global Notes and Definitive Notes that bear or are required to bear the PrivatePlacement Legend, issued under this Indenture."Trustee" means the party named as such above, until a successor replaces it in accordance with the applicable provisionsof this Indenture and thereafter means such successor serving hereunder."Unrestricted Definitive Note" means one or more Definitive Notes that do not bear and are not required to bear thePrivate Placement Legend, issued under this Indenture."Unrestricted Global Note" means one or more permanent Global Notes representing a series of Notes that does not bearand is not required to bear the Private Placement Legend, issued under this Indenture."UCC" means the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction."Unrestricted Subsidiary" means:(1)any subsidiary of the Issuers that, at or prior to the time of determination, shall have been designated by theapplicable Issuer's Board of Directors as an Unrestricted Subsidiary; provided, that such subsidiary at the time ofsuch designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement orunderstanding with the Issuers or any Subsidiary unless the terms of any such agreement, contract, arrangementor understanding are no less favorable to the Issuers or such Subsidiary than those that might be obtained at thetime from Persons who are not Affiliates of the Issuers; (c) is a Person with respect to which neither the Issuernor any of the Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or(y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specifiedlevels of operating results; and (d) does not directly, indirectly or beneficially own any Equity Interests of, orSubordinated Indebtedness of, or own or hold any Lien on any property of, the Issuer or any other Subsidiary,and(2) any subsidiary of an Unrestricted Subsidiary.Any Issuer's Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) noDefault or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to suchdesignation, on a pro formabasis, the Issuer could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio Test. Each such designation shallbe evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an3746 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 3 of 54hftp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Officers' Certificate certifying that such designation complied with the foregoing conditions."US. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, theUnited States of America for the payment of which obligation or guarantee the full faith and credit of the United States of Americais pledged."US. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act."Voting Equity Interests" means Equity Interests which at the time are entitled to vote in the election of, as applicable,directors, members or partners generally"Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying shares)are owned by the Issuers or one or more Wholly Owned Subsidiaries or a combination thereof."Working Capital Payment" means the cash payment of the excess, if any, of the Positive Working Capital over theWorking Capital as of the Third Closing Date, as the foregoing capitalized terms are defined in the Joint Venture Agreement,pursuant to Section 2.8 of the Joint Venture Agreement.Section 1.2 Other DefinitionsTerm"Acceleration Notice""Affiliate Transaction""Asset Sale""Asset Sale Amount""Asset Sale Notice""Asset Sale Offer""Asset Sale Offer Amount""Asset Sale Offer Price""Asset Sale Purchase Date""Authentication Order""Benefited Party""C Corporation""Change of Control""Change of Control Notice""Change of Control Offer""Change of Control Purchase Date""Change of Control Purchase Price""Company""Covenant Defeasance""Defaulted Interest"Defined in Section6.14.124.134.134.134.134.134.134.132.211.1Definition of Permitted C-CorpConversion4.144.144.144.144.14Preamble8.32.123847 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 4 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Term"Disqualified Holder""DTC""Event of Default""Excess Proceeds""Federal Flow Through Entity""Finance Corp.""First Reference Period""Guarantee Obligations""incur" or "incurrence""Incurrence Date""Investment Company Act""Issuers""Legal Defeasance""Liquidated Damages Notice""Management/Royalty Payments""Notes""Paying Agent""Refinancing""Registrar""Regulatory Redemption""Redemption Date""Related Business Assets""Second Reference Period""Series A Notes""Series B Notes""Tax Calculation Event""Tax Distribution Shortfall""Tax Distribution Overage""Third Reference Period""Transaction Date"Defined in Section3.92.36.14.13Definition of Flow Through EntityPreambleDefinition of Reference Period11.14.74.74.16Preamble8.24.224.7(b)(6)Preamble2.3Definition of Permitted RefinancingIndebtedness2.33.93.74.13Definition of Reference PeriodPreamblePreambleDefinition of Permitted TaxDistributionsDefinition of Permitted TaxDistributionsDefinition of Permitted TaxDistributionsDefinition of Reference PeriodDefinition of ConsolidatedCoverage RatioSection 1.3 Incorporation by Reference of Trust Indenture ActWhenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in andmade a part of this Indenture.The following TIA terms used in this Indenture have the following meanings:"Commission" means the Securities and Exchange Commission;3948 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 5 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761..."obligor" on the Notes means the Issuers, each Guarantor and any successor obligor upon the Notes.All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute ordefined by Commission rule under the TIA have the meanings so assigned to them.Section 1.4 Rules of ConstructionUnless the context otherwise requires:(1) a term has the meaning assigned to it;(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;(3) "or" is not exclusive;(4) words in the singular include the plural, and in the plural include the singular;(5) provisions apply to successive events and transactions;(6)"herein," "hereof' and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section orother subdivision;(7)references to sections of or rules under the Securities Act and the Exchange Act shall be deemed to include substitute, replacementof successor sections or rules adopted by the Commission from time to time; and(8) references to the "Intercreditor Agreement" shall mean if the Intercreditor Agreement is then in effect.Section 2.1 Form and DatingARTICLE IITHE NOTES(a) General. The Notes and the Trustee's certificate of authentication shall be substantially in the form ofExhibit A hereto; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by theRegistration Rights Agreement.The Notes may have notations, legends or endorsements required by law, stock exchange rule, depository rule orusage. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The Notes shall be indenominations of $1,000 and integral multiples thereof.4049 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 6 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of thisIndenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to suchterms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the expressprovisions of this Indenture, the provisions of this Indenture shall govern and be controlling.(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto(including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto).Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legendthereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shallrepresent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregateprincipal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstandingNotes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount ofoutstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, inaccordance with instructions given by the Holder thereof as required by Section 2.6 hereof.(c) Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of theEuroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions ofClearstream Banking Luxembourg" and "Customer Handbook" of Clearstream Banking Luxembourg in effect at the relevant timeshall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants throughEuroclear or Clearstream Banking Luxembourg.Section 2.2 Execution and AuthenticationTwo Officers shall sign the Notes for each Issuer by manual or facsimile signature. In the case of DefinitiveNotes, such signatures may be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note nolonger holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid untilauthenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has beenauthenticated under this Indenture. The Trustee shall, upon a written order of each Issuer signed by an Officer (an "AuthenticationOrder"), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided thatNotes authenticated for issuance on the Issue Date shall not exceed $130,000,000 in aggregate principal amount. The Trustee mayappoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Noteswhenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication4150 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 7 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.Section 2.3 Registrar, Paying Agent and DepositaryThe Issuers shall maintain an office or agency in the Borough of Manhattan, The City of New York, which shallinitially be The Bank of New York Trust Company, N.A., c/o The Bank of New York, where (i) Notes may be presented forregistration of transfer or for exchange ("Registrar") and (ii) Notes may be presented for payment ("Paying Agent"). The Registrarshall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one ormore additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes anyadditional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shallnotify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint ormaintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of the Subsidiaries may actas Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary withrespect to the Global Notes. The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as NotesCustodian with respect to the Global Notes.Section 2.4 Paying Agent to Hold Money in TrustThe Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shallhold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, ifany, or Interest (or Liquidated Damages, if any) on the Notes, and shall promptly notify the Trustee in writing of any default by theIssuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all moneyheld by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Uponpayment over to the Trustee, the Paying Agent (if other than one of the Issuers or one of the Subsidiaries) shall have no furtherliability for the money. If one of the Issuers or one of the Subsidiaries acts as Paying Agent, it shall segregate and hold in aseparate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganizationproceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.Section 2.5 Holder ListsThe Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it ofthe names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, theIssuers shall furnish, or shall cause the Registrar (if other than the Issuers or one of the Subsidiaries) to furnish, to the Trustee atleast seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list insuch form and as of4251 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 8 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwisecomply with TIA § 312(a).Section 2.6 Transfer and Exchange(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by theDepositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of theDepositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. AllGlobal Notes shall be exchanged by the Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee notice from theDepositary that (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes, or (y) theDepositary is no longer a clearing agency registered under the Exchange Act, and in either case, the Issuers fail to appoint asuccessor Depositary within 90 days of such notice from the Depositary, (ii) the Issuers, in the Issuers' sole discretion, determinethat the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to sucheffect to the Trustee or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes;provided, that in no event shall the Reg S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) theexpiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers andthe Issuers' counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of thepreceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct theTrustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof. EveryNote authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 orSection 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may notbe exchanged for another Note other than as provided in this Section 2.6(a), however, beneficial interests in a Global Note may betransferred and exchanged as provided in Section 2.6(b), (c) or (1) hereof.(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange ofbeneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indentureand the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfercomparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the GlobalNotes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the otherfollowing subparagraphs, as applicable:(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted GlobalNote may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Notein accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to theexpiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg S Temporary Global Note may not bemade to4352 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 9 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in anyUnrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in anUnrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfersdescribed in this Section 2.6(b)(1), but the Issuers or the Trustee may request an Opinion of Counsel.(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes (including for DefinitiveNotes). In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(1) hereof, thetransferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an IndirectParticipant, in each case, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit orcause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred orexchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding theParticipant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant, in eachcase, given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued aDefinitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by theDepositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered toeffect the transfer or exchange referred to in (B)(1) above; provided, that in no event shall Definitive Notes be issued upon thetransfer or exchange of beneficial interests in the Reg S Temporary Global Note prior to (x) the expiration of the DistributionCompliance Period and (y) the receipt by the Registrar of any certificates identified by the Issuers or the Issuers' counsel to berequired pursuant to Rule 903 and Rule 904 under the Securities Act. Upon consummation of an Exchange Offer by the Issuers inaccordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be deemed to have been satisfied uponreceipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interestsin the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests inGlobal Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust theprincipal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any RestrictedGlobal Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another RestrictedGlobal Note if the transfer complies with the requirements of Section 2.6(b)(2) hereof and the Registrar receives the following:(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor mustdeliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;4453 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 10 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(B)if the transferee will take delivery in the form of a beneficial interest in the 501 Global Note, then the transferor mustdeliver a certificate in the form of Exhibit B hereto, including the certifications in item (3)(d) thereof; or(C)if the transferee will take delivery in the form of a beneficial interest in the Reg S Temporary Global Note or the Reg SPermanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including thecertifications in item (2) thereof.(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in anUnrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for abeneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficialinterest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(2) hereof and:(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration RightsAgreement and Section 2.6(f) hereof, and the holder of the beneficial interest to be transferred, in the case of an exchange,or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer,(2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined inRule 144) of any of the Issuers;(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and acertificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by thetransferor;(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with theRegistration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications initem (3)(c) thereof, is delivered by the transferor; or(D)the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder inthe form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the holder of such beneficialinterest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereofin the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit Bhereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), anOpinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Issuers to the effectthat such exchange or transfer is in compliance with the Securities Act and that the4554 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 11 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintaincompliance with the Securities Act.If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted GlobalNote has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to theaggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial interests in anUnrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficialinterest in a Restricted Global Note.(c) Transfer and Exchange of Beneficial Interests for Definitive Notes. Transfer and exchange of beneficialinterests in the Global Notes for Definitive Notes shall be made subject to compliance with this Section 2.6(c), and the requestingHolder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions ofthis Section 2.6(c). Upon receipt of such applicable documentation, the Trustee shall cause the aggregate principal amount of theapplicable Restricted Global Note or Unrestricted Global Note, as applicable, to be reduced accordingly pursuant to Section 2.6(h)hereof, and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shallauthenticate and deliver to the Person designated in the instructions a Restricted Definitive Note or an Unrestricted Definitive Note,as applicable, in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a GlobalNote pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination ordenominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and theParticipant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such DefinitiveNotes are so registered.(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of abeneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or totransfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, uponreceipt by the Registrar of the following documentation:(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for aRestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications initem (2)(a) thereof;(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth inExhibit B hereto, including the certifications in item (1) thereof;4655 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 12 of 54(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications initem (2) thereof;(D)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from theregistration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certificate tothe effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item(3)(d) thereof, if applicable; or(E) if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate tothe effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof.Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to thisSection 2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficialinterest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer suchbeneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration RightsAgreement and Section 2.6(f) hereof, and the holder of such beneficial interest, in the case of an exchange, or thetransferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) aPerson participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)of any of the Issuers;(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and acertificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by thetransferor;(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with theRegistration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications initem (3)(c) thereof, is delivered by the transferor; or(D)the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form ofExhibit C hereto, including the certifications in item (1)(b)4756 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 13 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficialinterest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from suchholder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth inthis subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar andthe Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions ontransfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance withthe Securities Act.Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who takedelivery thereof in the form of, a Restricted Definitive Note.(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of abeneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Noteor to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, thensuch holder shall satisfy the applicable conditions set forth in Section 2.6(b)(2) hereof. Any Unrestricted Definitive Note issued inexchange for a beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the Private Placement Legend.(4) Transfer or Exchange of Reg S Temporary Global Notes. Notwithstanding the other provisions of thisSection 2.6, a beneficial interest in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive Note prior to (x)the expiration of the Distribution Compliance Period (unless such exchange is approved by the Issuers, does not require aninvestment decision on the part of the Holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by theRegistrar of any certificates identified by the Issuers or their counsel to be required pursuant to Rule 903(b)(3)(ii)(B) under theSecurities Act or (B) transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the events set forthin clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act otherthan Rule 903 or Rule 904.(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. Transfer and exchange of DefinitiveNotes for beneficial interests in the Global Notes shall be made subject to compliance with this Section 2.6(d), and the requestingHolder shall provide any certifications, documents and information, as applicable, required pursuant to the following provisions ofthis Section 2.6(d). Upon receipt from such Holder of such applicable documentation and the surrender to the Registrar of theDefinitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar, dulyexecuted by such Holder or by its attorney, duly authorized in writing, the Registrar shall register the transfer or exchange of theDefinitive Notes. The Trustee shall cancel such Definitive Notes so surrendered and cause the aggregate principal amount of theapplicable Restricted Global Note or4857 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 14 of 54Unrestricted Global Note, as applicable, to be increased accordingly pursuant to Section 2.6(h) hereof.(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of aRestricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer suchRestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note,then, upon receipt by the Registrar of the following documentation:(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a RestrictedGlobal Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item(2)(b) thereof;(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effectset forth in Exhibit B hereto, including the certifications in item (1) thereof;(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance withRule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including thecertifications in item (2) thereof; or(D)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in accordance withRegulation D under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certificationsin item (3)(d) thereof;the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, inthe case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in thecase of clause (C) above, the Regulation S Global Note and in the case of clause (D) above, the 501 Global Note.(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of aRestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer suchRestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Noteonly if:(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration RightsAgreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of atransfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in thedistribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of any of the Issuers;4958 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 15 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(B)such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement and acertificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by thetransferor;(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with theRegistration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including the certifications initem (3)(c) thereof, is delivered by the transferor; or(D)the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange suchNotes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit Chereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes proposesto transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the UnrestrictedGlobal Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel,reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with theSecurities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longerrequired in order to maintain compliance with the Securities Act.(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of anUnrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer suchDefinitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at anytime.If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant tosubparagraphs (2)(B), (2)(D) or (3) of this Section 2.6(d) at a time when an Unrestricted Global Note has not yet been issued, theIssuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shallauthenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of DefinitiveNotes so transferred.(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder ofDefinitive Notes and such Holder's compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer orexchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender tothe Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to theRegistrar duly executed by such Holder or by its attorney, duly authorized in writing. The Trustee shall5059 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 16 of 54cancel any such Definitive Notes so surrendered, and the Issuers shall execute and, upon receipt of an Authentication Orderpursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a RestrictedDefinitive Note or an Unrestricted Definitive Note, as applicable, in the appropriate principal amount. Any Definitive Note issuedpursuant to this Section 2.6(e) shall be registered in such name or names and in such authorized denomination or denominations asthe Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant orIndirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are soregistered. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable,required pursuant to the following provisions of this Section 2.6(e).(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may betransferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if theRegistrar receives the following:(A)if the transfer will be made to a QIB pursuant to Rule 144A, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications in item (1) thereof;(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications in item (2) thereof;(C) if such beneficial interest is being transferred to an Institutional Accredited Investor in relianceon an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) and(B) above, then the transferor must deliver a certificate to the effect set forth in Exhibit B hereto, including thecertifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or(D)if such beneficial interest is being transferred to the Issuers or any of the Subsidiaries, a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(b) thereof, must be delivered by the transferor.(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may beexchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take deliverythereof in the form of an Unrestricted Definitive Note if:(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration RightsAgreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of atransfer, certifies in the applicable Letter of Transmittal5160 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 17 of 54http ://www. sec. gov/Archives/edgar/data/1326686/000104746905014761...that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person whois an affiliate (as defined in Rule 144) of any of the Issuers;(B)any such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement anda certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, is delivered by thetransferor;(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordancewith the Registration Rights Agreement and a certificate to the effect set forth in Exhibit B hereto, including thecertifications in item (3)(c) thereof, is delivered by the transferor; or(D)the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange suchNotes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit D hereto, including thecertifications in item (1)(d) thereof or (2) if the Holder of such Restricted Definitive Notes proposes to transfer suchNotes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from suchHolder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth inthis subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar andthe Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions ontransfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance withthe Securities Act.(3 ) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted DefinitiveNotes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receiptof a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructionsfrom the Holder thereof(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the RegistrationRights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof andan Opinion of Counsel delivered to the Trustee as to the matters set forth in paragraphs (1) and (2) below of this Section 2.6(f) andsuch other matters customarily covered in connection with an exchange offer as the Trustee may reasonably request, the Trusteeshall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the sum of (A) the principalamount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in UnrestrictedGlobal Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) hereof and (B) the principal amount ofRestricted Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with theExchange Offer pursuant to Section 2.6(d)(2) hereof, in each case tendered for acceptance by Persons that5261 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.08/01/11sec. gov/Archives/edgar/data/1326686/000104746905014761...18:20:48 Page 18 of 54certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution ofthe Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in theExchange Offer, and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the sum of (A) the principalamount of the Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with theExchange Offer pursuant to Section 2.6(e)(2) hereof and (B) Restricted Global Notes exchanged or transferred for UnrestrictedDefinitive Notes in connection with the Exchange Offer pursuant to Section 2 .6(c)(2) hereof, in each case tendered for acceptanceby Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating ina distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted forexchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cancel any Definitive Notes sosurrendered and shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly,and the Issuers shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shallauthenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in theappropriate principal amount.The Opinion of Counsel for the Issuers referenced above shall state that:(1)the issuance and sale of the Exchange Notes by the Issuers has been duly authorized and, when executed by the Issuers andauthenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for Series A Notes inaccordance with this Indenture and the Exchange Offer, the Exchange Notes shall be entitled to the benefits of this Indenture andshall be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject tocustomary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles; and(2)when the Exchange Notes are issued and executed by the Issuers and authenticated by the Trustee in accordance with theprovisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the ExchangeOffer, the Guarantees by the Guarantors endorsed thereon shall be entitled to the benefits of this Indenture and shall be the validand binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to customaryqualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notesissued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.(i)Private Placement Legend.5362 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 19 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchangetherefor or substitution thereof) shall bear the legend in substantially the following form:THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTERESTOR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESSSUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THISSECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A "QUALIFIED INSTITUTIONALBUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASERAND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OFREGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL "ACCREDITEDINVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THESECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIORTO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDEDUNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTEDSECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUEDATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WASTHE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THEISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENTTHAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THISSECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO APERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTOF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEINGMADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS ANDSALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OFREGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIESACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH ANINSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,OR FOR OFFER OR SALE IN CONNECTION WITH, ANY5463 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 20 of 54DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLEEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THEISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TOCLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONSAND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOINGCASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETEDAND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITHAPPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2),(d)(3), (e)(2), (e)(3) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear thePrivate Placement Legend.(ii) Global Note Legend. To the extent required by the Depositary, each Global Note shall bearlegends in substantially the following forms:THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THISNOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND ISNOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEEMAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THEINDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TOSECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAYBE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THEISSUERS.UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THISNOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THEDEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OFTHE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY ORA NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEWYORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE OR PAYMENT,5564 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 21 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAMEAS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADETO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,CEDE & CO., HAS AN INTEREST HEREIN.(iii) Reg S Temporary Global Note Legend. To the extent required by the Depositary, each Reg STemporary Global Note shall bear a legend in substantially the following form:THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONSAND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THEINDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THISREGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OFINTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE. NOTHING IN THIS LEGENDSHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particularGlobal Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled inwhole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance withSection 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for ortransferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for DefinitiveNotes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall bemade on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if thebeneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficialinterest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on suchGlobal Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.56(i)General Provisions Relating to Transfers and Exchanges.(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trusteeshall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order.(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to aHolder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient tocover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similargovernmental charge payable upon exchange or transfer pursuant to Section 2.10, 3.6, 4.13 or 4.14 hereof).(iii) The Registrar shall not be required to register the transfer of or exchange any Note selectedfor redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange ofGlobal Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same Indebtedness, and entitled to thesame benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer orexchange.(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange anyNotes during a period beginning at the opening of business 15 days before the day of any mailing of a notice of redemption ofNotes under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or toexchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed inpart or (C) to register the transfer of or to exchange a Note between an Interest Record Date and the next succeeding InterestPayment Date.(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agentand the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for thepurpose of receiving payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on such Notes65 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 22 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with theprovisions of Section 2.2 hereof.Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result fromthe transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable UnitedStates federal or state securities law.5766 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 23 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with anyrestrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note(including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other thanto require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and whenexpressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with theexpress requirements hereof.Depositary.Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the(viii) All certifications, certificates and Opinions of Counsel required to be submitted to theRegistrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrarpursuant to this Section 2.6, the Registrar's duties shall be limited to confirming that any such certifications and certificatesdelivered to it are in the form of Exhibits A, B, C, D and E attached hereto. The Registrar shall not be responsible for confirmingthe truth or accuracy of representations made in any such certifications or certificates.Section 2.7 Replacement NotesIf any mutilated Note is surrendered to the Trustee or the Issuers or if the Trustee or the Issuers receive evidence(which evidence may be from the Trustee) to their satisfaction of the destruction, loss or theft of any Note, the Issuers shall issueand the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements aremet. An affidavit of lost certificate and/or an indemnity bond or other indemnity must be supplied by the requesting Holder that issufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agentfrom any loss that any of them may suffer if a Note is replaced. The Issuers may charge for its ,expenses in replacing a Note,including reasonable fees and expenses of their counsel and of the Trustee and its counsel. Every replacement Note is anadditional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with allother Notes duly issued hereunder.Section 2.8 Outstanding NotesThe Notes outstanding at any time are all the Notes authenticated by the Trustee (including any Note representedby a Global Note) except for those cancelled by it or at the Issuers' direction, those delivered to it for cancellation, those reductionsin the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in thisSection 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because any ofthe Issuers or5867 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 24 of 54an Affiliate of any of the Issuers holds the Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with theGuarantee of that particular Note endorsed thereon, ceases to be outstanding unless the Trustee receives proof satisfactory to it thatthe replaced Note is held by a bona fidepurchaser. If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and Interest(and Liquidated Damages, if any) on it ceases to accrue. If the Paying Agent (other than the Issuers, a subsidiary or an Affiliate ofany thereof) holds, on a redemption date or the maturity date, money sufficient to pay Notes payable on that date, then on and afterthat date such Notes shall be deemed to be no longer outstanding, and such Notes shall cease to accrue Interest.Section 2.9 Treasury NotesIn determining whether the Holders of the required principal amount of Notes have concurred in any direction,waiver or consent, Notes owned by any of the Issuers, or by any Person directly or indirectly controlling or controlled by or underdirect or indirect common control with any of the Issuers, shall be considered as though not outstanding, except that for thepurposes of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent,only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.Section 2.10 Temporary NotesUntil certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receiptof an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of DefinitiveNotes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable tothe Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes in exchangefor temporary Notes. Until such exchange, holders of temporary Notes shall be entitled to all of the benefits of this Indenture.Section 2.11 CancellationThe Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shallforward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at thedirection of the Trustee, the Registrar or the Paying Agent (other than the Issuers, a subsidiary or an Affiliate of any thereof), andno one else, shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shalldispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of theExchange Act) or shall return all cancelled Notes to the Issuers upon its request. Subject to Section 2.7 hereof, the Issuers may notissue new Notes to replace Notes that have been paid or that have been delivered to the Trustee for cancellation.5968 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 25 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 2.12 Defaulted InterestAny Interest (or Liquidated Damages, if any) on any Note which is payable, but is not punctually paid or dulyprovided for, on any Interest Payment Date plus, to the extent lawful, any Interest payable on the defaulted Interest (and LiquidatedDamages, if any) at the rate and in the manner provided in Section 4.1 hereof and in the Note (herein called "Defaulted Interest")shall forthwith cease to be payable to the registered Holder on the relevant Interest Record Date, and such Defaulted Interest maybe paid by the Issuers, at their election in each case, as provided in clause (1) or (2) below:(1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names theNotes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall befixed in the following manner. The Issuers shall notify the Trustee and the Paying Agent in writing of the amount of DefaultedInterest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit withthe Paying Agent an amount of cash equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest orshall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment,such cash when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in thisclause (1). Thereupon the Paying Agent shall fix a "Special Record Date" for the payment of such Defaulted Interest which shallbe not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after thereceipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the Issuers and theTrustee of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the proposed paymentof such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at itsaddress as it appears in the Note register maintained by the Registrar not less than 10 days prior to such Special Record Date.Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,such Defaulted Interest shall be paid to the persons in whose names the Notes (or their respective predecessor Notes) are registeredon such Special Record Date and shall no longer be payable pursuant to the following clause (2).(2) The Issuers may make payment of any Defaulted Interest in any other lawful manner not inconsistentwith the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required bysuch exchange, if, after notice given by the Issuers to the Trustee and the Paying Agent of the proposed payment pursuant to thisclause, such manner shall be deemed practicable by the Trustee and the Paying Agent.Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture uponregistration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to Interest (and Liquidated Damages,if any) accrued and unpaid, and to accrue, which were carried by such other Note.6069 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 26 of 54Section 2.13 CUSIP NumbersThe Issuers in issuing the Notes may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shalluse "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that norepresentation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of aredemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemptionshall not be affected by any defect in or omission of such numbers. The Issuers shall promptly notify the Trustee in writing of anychange in the "CUSIP" numbers.Section 2.14 Issuance of Additional NotesThe Issuers may, subject to Section 4.7 hereof and applicable law, issue Additional Notes in an unlimited amountunder this Indenture having identical terms and conditions to the Initial Notes. The Notes issued on the Issue Date and anyAdditional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.Any such Additional Notes shall be issued on the same terms as the Initial Notes or Exchange Notes (except forthe issue date, issue price, pre-issuance accrued Interest and first Interest Payment Date), shall constitute part of the same series ofsecurities as the Initial Notes, shall vote together with the Initial Notes as one series on all matters with respect to the Notes andwould have (i) if the Initial Notes are issued with original issue discount for United States federal income tax purposes, an "issueprice," as determined on the issue date of the Additional Notes, equal to the "adjusted issue price" of the Initial Notes asdetermined on such issue date and (ii) if the Initial Notes are not issued with original issue discount for United States federalincome tax purposes, an issue price equal or greater than the minimum issue price necessary for the Additional Notes not to beissued with original issue discount for the United States federal income tax purposes.Section 3.1 Notices to TrusteeARTICLE IIIREDEMPTIONIf the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shallfurnish to the Trustee, at least 45 days but not more than 60 days before a Redemption Date, an Officers' Certificate stating theSection of this Indenture pursuant to which such redemption is being made and setting forth (i) the Redemption Date, (ii) theprincipal amount of Notes to be redeemed and (iii) the redemption price.Section 3.2 Selection of Notes to Be RedeemedIf less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes or portions thereofto be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange,if any,6170 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 27 of 54http://www. sec. gov/Archives/e dgar/d ata/1326686/000104746905014761...on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other methodthe Trustee considers fair and appropriate, providedthat Notes in denominations of $1,000 or less may not be redeemed in part. In the event of partial redemption by lot, the particularNotes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to theRedemption Date by the Trustee from the outstanding Notes not previously called for redemption.The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case ofany Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected forredemption shall be in principal amounts of $1,000 or integral multiples of $1,000, except that if all of the Notes of a Holder are tobe redeemed, the entire outstanding principal amount of Notes held by such Holder, even if not an integral multiple of $1,000, shallbe redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemptionalso apply to portions of Notes called for redemption.Section 3.3 Notice of RedemptionAt least 30 days but not more than 60 days before a Redemption Date pursuant to Section 3.7 hereof, the Trusteeshall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at itsregistered address.The notice shall identify the Notes to be redeemed (including CUSIP number) and shall state:(a)(b)the Redemption Date;the redemption price;(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemedand that, on or after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to theunredeemed portion shall be issued upon cancellation of the original Note;price;(d)(e)the name and address of the Paying Agent;that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption(I) that, unless the Issuers default in making such redemption payment, Interest (and Liquidated Damages,if any) on Notes or portions thereof called for redemption ceases to accrue on and after the Redemption Date;(g) the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called forredemption are being redeemed; and6271 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 28 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed insuch notice or printed on the Notes.At the Issuers' request, the Trustee shall give the notice of redemption in the Issuers' names and at the Issuers'expense; provided, however,that the Issuers shall have delivered to the Trustee, at least 45 days prior to the Redemption Date (unless a shorter period shall beacceptable to the Trustee), an Officers' Certificate requesting that the Trustee give such notice and setting forth the information tobe stated in such notice as provided in the preceding paragraph.Section 3.4 Effect of Notice of RedemptionOnce notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption becomeirrevocably due and payable on the Redemption Date at the redemption price. A notice of redemption may not be conditional.Section 3.5 Deposit of Redemption PriceOn the Business Day immediately prior to the Redemption Date, the Issuers shall deposit with the Trustee or withthe Paying Agent immediately available funds sufficient to pay the redemption price of and accrued and unpaid Interest (andLiquidated Damages, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return tothe Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay theredemption price of, and accrued and unpaid Interest (and Liquidated Damages, if any) on, all Notes to be redeemed.If the Issuers comply with the provisions of the preceding paragraph, on and after the Redemption Date, Interest(and Liquidated Damages, if any) shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note isredeemed on or after an Interest Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaidInterest (and Liquidated Damages, if any) shall be paid to the Person in whose name such Note was registered at the close ofbusiness on such Interest Record Date. If any Note called for redemption shall not be so paid upon surrender for redemptionbecause of the failure of the Issuers to comply with the preceding paragraph, Interest shall be paid on the unpaid principal andpremium, if any, from the Redemption Date until such principal and premium, if any is paid, and to the extent lawful on anyInterest (and Liquidated Damages, if any) not paid on such unpaid principal and premium, if any, in each case at the rate providedin the Notes and in Section 4.1 hereof.If the RedemptionDate hereunder is on or after an Interest Record Date on which the Holders of record have a right to receive the correspondingInterest due and Liquidated Damages, if any, and on or before the associated Interest Payment Date, any accrued and unpaidInterest (and Liquidated Damages, if any) due on such Interest6372 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 29 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.Section 3.6 Notes Redeemed in PartUpon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon receipt of an AuthenticationOrder, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to theunredeemed portion of the Note surrendered.Section 3.7 Optional Redemption(a) The Issuers shall not have the right to redeem any Notes prior to April 1, 2009 (other than with the NetCash Proceeds of a Qualified Equity Offering, as described in Section 3.7(b) hereof).At any time on or after April 1, 2009, the Issuers may redeem the Notes for cash at the Issuers' option, in wholeor in part, at any time and from time to time, upon not less than 30 days nor more than 60 days notice to each Holder of Notes, atthe following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month periodcommencing April 1 of the years indicated below, in each case together with accrued and unpaid Interest (and LiquidatedDamages, if any) to the date of redemption of the Notes (the "Redemption Date"):Year Percentage2009 104.375%2010 102.188%2011 and thereafter 100.000%(b) At any time on or prior to April 1, 2008, upon a Qualified Equity Offering, up to 35% of the aggregateprincipal amount of the Notes originally issued pursuant to this Indenture may be redeemed at the Issuers' option within 90 days ofsuch Qualified Equity Offering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, ata redemption price equal to 108%% of the principal amount thereof, together with accrued and unpaid Interest (and LiquidatedDamages, if any) to the Redemption Date; provided, however, that immediately following such redemption not less than 65% ofthe aggregate principal amount of the Notes originally issued pursuant to this Indenture on the Issue Date remain outstanding.(c) Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1through 3.6 hereof.6473 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 30 of 54Section 3.8 No Mandatory RedemptionTheIssuers shall not be required to make any mandatory redemption payments with respect to the Notes (except for any offer torepurchase Notes that the Issuers are required to make in accordance with the provisions of Sections 4.13 and 4.14 hereof). TheNotes shall not have the benefit of any sinking fund.Section 3.9 Regulatory RedemptionIf any Gaming Authority requires that a Holder or beneficial owner of Notes must be licensed, qualified or foundsuitable under any applicable Gaming Law and such Holder or beneficial owner fails to apply for a license, qualification or afinding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may berequired by such Gaming Authority), or if such Holder or such beneficial owner is not so licensed, qualified or found suitable (a"Disqualified Holder"), the Issuers shall have the right, at the Issuers' option, (1) to require such Disqualified Holder or beneficialowner to dispose of such Disqualified Holder's or beneficial owner's Notes within 30 days of receipt of notice of such finding bythe applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for the redemption(a "Regulatory Redemption") of the Notes of such Disqualified Holder or beneficial owner at the principal amount thereof or, ifrequired by such Gaming Authority, the lesser of (a) the price at which such Disqualified Holder or beneficial owner acquired theNotes, and (b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaidInterest (and, if permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlierdate as may be required by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, whichmay be less than 30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers shall notify theTrustee in writing of any such Disqualified Holder status and any such redemption as soon as practicable and the redemption priceof each Note to be redeemed.The Holder or beneficial owner applying for a license, qualification or a finding of suitability must pay all costsof the licensure and investigation for such qualification or finding of suitability. Under this Indenture, the Issuers are not requiredto pay or reimburse any Holder of the Notes or beneficial owner who is required to apply for such license, qualification or findingof suitability for the costs of the licensure and investigation for such qualification or finding of suitability. Such expense will,therefore, be the obligation of such Holder or beneficial owner.Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement todispose of Notes by a Gaming Authority, a Disqualified Holder shall, to the extent required by applicable Gaming Laws, have nofurther right (i) to exercise, directly o indirectly, through any trustee, nominee or any other person or entity, any right conferred bythe Notes, or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any6574 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 31 of 54http://www. sec. gov/Archives/edgar/data/1326686/000104746905014761...remuneration in any form with respect to the Notes from the Issuers or the Trustee, except the redemption price.Section 4.1 Payment of NotesARTICLE IVCOVENANTSTheIssuers shall duly and promptly pay or cause to be paid the principal of, premium, if any, and Interest on the Notes on the dates andin the manner provided in the Notes. The Issuers shall pay all Liquidated Damages, if any, in the same manner on the dates and inthe amounts set forth in the Registration Rights Agreement. Principal, premium, if any, and Interest (and Liquidated Damages, ifany) shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a subsidiary thereof, holds as of 12:00noon Eastern time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficientto pay all principal, premium, if any, and Interest (and Liquidated Damages, if any) then due.TheIssuers (a) shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdueprincipal and premium, if any, at the then applicable interest rate on the Notes to the extent lawful, and (b) shall pay Interest(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of Interest (andLiquidated Damages, if any), without regard to any applicable grace period, at the same rate to the extent lawful.Section 4.2 Maintenance of Office or AgencyTheIssuers shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of theTrustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or forexchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. TheIssuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. Ifat any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the addressthereof, such presentations, surrenders, notices and demands may be made or served at the designated corporate trust office of theTrustee.TheIssuers may also from time to time designate one or more other offices or agencies where the Notes may be presented orsurrendered for any or all such purposes and may from time to time rescind such additional designations; provided, that no suchdesignation or rescission shall in any manner relieve the Issuers of the Issuers' obligation to maintain an office or agency in theBorough of Manhattan, The City of New York. The Issuers shall give prompt written notice to the Trustee of any such designationor rescission and of any change in the location of any such other office or agency.TheIssuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance withSection 2.3 hereof6675 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 32 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 4.3 Commission Reports and Reports to Holders(a) Whether or not the Issuers are subject to the reporting requirements of Section 13 or 15(d) of theExchange Act, so long as any Notes are outstanding, the Issuers shall deliver to the Trustee and to each Holder and to prospectivepurchasers of Notes identified to the Issuers by the Initial Purchaser, within 5 days after the Issuers are or would have been (if itwere subject to such reporting obligations) required to file such with the Commission, (i) annual and quarterly financial statementssubstantially equivalent to financial statements that would have been required to be contained in a filing with the Commission onForms 10-K and 10-Q if the Issuers were required to file such Forms, including in each case, Management's Discussion andAnalysis of Financial Condition and Results of Operations which would be so required, any reports required by Section 404 of theSarbanes-Oxley Act of 2002 and including, with respect to annual information only, a report thereon by the Issuers' certifiedindependent public accountants as would be so required, and (ii) all information that would be required to be contained in a filingwith the Commission on Form 8-K if the Issuers were required to file such report.(b) From and after the time the Issuers file a registration statement with the Commission with respect to theNotes, the Issuers will file with the Commission the annual, quarterly and other reports which the Issuers are required to file withthe Commission at such time as are required to be filed.(c) The Issuers' reporting obligations with respect to clauses (i) and (ii) of Section 4.3(a) shall be satisfiedin the event the Issuers file such reports with the Commission on EDGAR and deliver a copy of such reports to the Trustee, unlessthe Commission will not accept such filings.Section 4.4 Compliance Certificate(a) The Issuersshall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of theactivities of the Issuersand the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view todetermining whether the Issuersand the Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as toeach such Officer signing such certificate, that to his or her knowledge the Issuers and the Subsidiaries are not in default in theperformance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Defaultshall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledgeand what action the Issuers are taking or propose to take with respect thereto) and that to his or her knowledge no event hasoccurred and remains in existence by reason of which payments on account of the principal of or premium, if any, or Interest (orLiquidated Damages, if any) on the Notes is prohibited or if such event has occurred, a description of the event and what action theIssuers are taking or propose to take with respect thereto. The Issuers shall provide the Trustee with timely written notice of anychange in any of the Issuer's fiscal year ends, each of which is currently December 31.6776 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 33 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(b) The Issuersshall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming awareof any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Issuersare taking or propose to take with respect thereto.Section 4.5 TaxesTheIssuers shall pay, and shall cause each of the Subsidiaries to pay, prior to delinquency, all material taxes, assessments, andgovernmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect suchpayment would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations underthe Notes, the Guarantees, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the CollateralAgreements.Section 4.6 Stay, Extension and Usury LawsTheIssuers covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any mannerwhatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any timehereafter in force, that may affect the covenants or the performance of this Indenture. The Issuers (to the extent that they maylawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to anysuch law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit theexecution of every such power as though no such law has been enacted.Section 4.7 Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock(a) Except as set forth in this Section 4.7, the Issuers shall not and the Guarantors shall not, and neither theIssuers nor the Guarantors shall permit any of the Subsidiaries to, directly or indirectly, create, issue, assume, guarantee, incur,become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become responsible for,contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness(including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.Notwithstanding the foregoing, if:(1)no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after givingeffect on a pro forma basis to, such incurrence of such Indebtedness,(2) on the date of such incurrence (the "Incurrence Date"), the Issuers' Consolidated Coverage Ratio for theReference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to6877 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 34 of 54such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated CoverageRatio, the use of proceeds thereof, would be at least 2.0 to 1.0, and(3)the Incurrence Date is on or after the first day of the second full fiscal quarter commencing after the Re-openinghas occurred,then the Issuers and the Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock and AcquiredIndebtedness) (the preceding clauses (1) through (3) are referred to as the "Debt Incurrence Ratio Test").(b) The limitations of Section 4.7(a) hereof shall not prohibit the incurrence by the Issuers or anyGuarantor of Indebtedness pursuant to the Credit Agreement in an aggregate principal amount incurred and outstanding at any time(plus any Permitted Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to$15,000,000 (plus related interest, fees, indemnities, costs and expenses), minus the amount of any such Indebtedness (1) retiredwith the Net Cash Proceeds from any Asset Sale or Event of Loss applied to permanently reduce the outstanding amounts or thecommitments with respect to such Indebtedness pursuant to Section 4.13 hereof or (2) assumed by a transferee in an Asset Sale(such amount of Indebtedness pursuant to the Credit Agreement permitted to be incurred and outstanding pursuant to thisSection 4.7(b), the "Credit Facility Basket").(c) Indebtedness of any Person which is outstanding at the time such Person becomes a Subsidiary(including upon designation of any Unrestricted Subsidiary as a Subsidiary) or is merged with or into or consolidated with any ofthe Issuers or Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated as a Subsidiaryor is merged with or into or consolidated with any of the Issuers or Subsidiaries, as applicable.(d) Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, a guarantee bythe Issuers or a Guarantor of the Indebtedness of any of the Issuers or Guarantors incurred in accordance with the terms of thisIndenture issued at the time such Indebtedness was incurred or if later at the time the guarantor thereof became a Guarantor shallnot constitute a separate incurrence, or amount outstanding, of Indebtedness.(e) Upon each incurrence of Indebtedness, (i) the Issuers may designate pursuant to which provision of thisSection 4.7 such Indebtedness is being incurred, (ii) the Issuers may subdivide an amount of Indebtedness and designate more thanone provision pursuant to which such amount of Indebtedness is being incurred and (iii) such Indebtedness shall not be deemed tohave been incurred or outstanding under any other provision of this Section 4.7, except that all Indebtedness initially outstandingunder the Notes, the Guarantees and this Indenture shall be deemed to have been incurred pursuant to clause (a) of the definition ofPermitted Indebtedness.6978 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 35 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 4.8 Limitation on Liens Securing IndebtednessThe Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any ofthe Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of theIssuers' or the Guarantors' or the Subsidiaries' respective assets now owned or acquired on or after the Issue Date or upon anyincome or profits therefrom securing any of the Issuers' Indebtedness or any Indebtedness of any Guarantor.Section 4.9 Limitation on Restricted Payments(a) The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shallpermit any of the Subsidiaries to, directly or indirectly, make any Restricted Payment unless, after giving effect on apro formabasis to such Restricted Payment:(1) no Default or Event of Default shall have occurred and be continuing,(2)the Issuers are permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence RatioTest,(3) the Re-opening and the Operator Licensing Event each shall have occurred, and(4)the aggregate amount of all Restricted Payments made by the Issuers and the Subsidiaries, including after givingeffect to such proposed Restricted Payment, on and after the Issue Date, would not exceed, without duplication,the sum of:(A)(B)50% of the Issuers' aggregate Consolidated Net Income for the period (taken as one accounting period),commencing on the first day of the first full fiscal quarter commencing after the Re-opening hasoccurred, to and including the last day of the fiscal quarter ended immediately prior to the date of eachsuch calculation for which the Issuers' consolidated financial statements are required to be delivered tothe Trustee or, if sooner, filed with the Commission (or, in the event Consolidated Net Income for suchperiod is a deficit, then minus 100% of such deficit), plusthe aggregate Net Cash Proceeds received by the Issuers from the sale of the Issuers' Qualified CapitalStock after the Issue Date (other than (i) to one of the Subsidiaries, (ii) to the extent applied inconnection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in anyprovision of this clause (4), (iii) used as consideration to make a Permitted Investment or (iv) issuedupon the conversion or exchange of any Indebtedness of the Issuers or the Subsidiaries convertible orexchangeable for the7079 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 36 of 54Issuers' Qualified Capital Stock as described in paragraph (C) below), plus(C)(D)the amount by which Indebtedness of the Issuers or the Subsidiaries is reduced on the Issuers' balancesheet upon the conversion or exchange (other than by one of the Subsidiaries) subsequent to the IssueDate of any Indebtedness of the Issuers or the Subsidiaries issued after the Issue Date and convertible orexchangeable for the Issuers' Qualified Capital Stock (less the amount of any cash, or the fair marketvalue of any other property, distributed by the Issuers or any of the Subsidiaries upon such conversionor exchange), plusexcept in each case, in order to avoid duplication, to the extent any such payment or proceeds have beenincluded in the calculation of Consolidated Net Income or otherwise given credit for in any otherprovision of this clause (4), an amount equal to the net reduction in Investments (other than returns of orfrom Permitted Investments) in any Person (including an Unrestricted Subsidiary) resulting from:cash distributions on or cash repayments of any Investments, including payments of interest onIndebtedness, dividends, repayments of loans or advances, or other distributions or othertransfers of assets, in each case to the Issuers or any Subsidiary,the Net Cash Proceeds from the sale of any such Investment, orif such Person is an Unrestricted Subsidiary, the redesignation of such Person as a Subsidiary,valued in each case as provided in the definition of "Investments," and not to exceed, in each case, the amount of Investmentspreviously made (and that were treated as Restricted Payments) by the Issuers or any Subsidiary in such Person, including, ifapplicable, such Unrestricted Subsidiary, less the cost of disposition, plus(E)$1,500,000 per year (beginning on the first anniversary of the Issue Date) with any unused amountscumulated until used.(b) Section 4.9(a) hereof, however, shall not prohibit:(1)so long as clause (1) of Section 4.9(a) hereof is satisfied, repurchases, redemptions or other retirements oracquisitions of Capital Stock from the Issuers' employees or directors (or their heirs or estates) or employees ordirectors (or their heirs or estates) of the Subsidiaries upon the death, disability or termination of employment inan aggregate amount pursuant to this clause (1) to all employees or directors (or their heirs or estates) not to7180 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 37 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...exceed (A) $250,000 per fiscal year on and after the Issue Date or (B) $1,000,000 in the aggregate,(2) any dividend, distribution or other payments by any of the Subsidiaries on its Equity Interests that is paid prorata to all holders of such Equity Interests,(3 ) a Qualified Exchange,(4)(5)the payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if suchdividend could have been made on the date of such declaration in compliance with the foregoing provisions,the redemption and repurchase of any Equity Interests or Indebtedness of the Issuers or any of the Subsidiaries tothe extent required by any Gaming Authority,(6) so long as each of clauses (1) and (3) of Section 4.9(a) are satisfied,(i) payments under the Operating Agreement (including without limitation affiliate, managementand royalty fees) ("Management/Royalty Payments") not to exceed, for any fiscal year, the sum of (x) 2.0% ofNet Revenue and (y) 3.0% of the Consolidated EBITDA of the Issuers for the immediately preceding fiscal year,and(ii)payment of the EW Preferred Return,provided, however, that any payments may be made pursuant to this clause (6) only if the Issuers' Consolidated CoverageRatio is, after giving pro formaeffect to any such payments as if paid at the beginning of such fiscal year period, at least 1.5 to 1.0 (for purposes of thisclause (6), Consolidated EBITDA (including as used in Consolidated Coverage Ratio) shall give effect to anyManagement/Royalty Payments and any payments of EW Preferred Return, in either case, actually paid in such fiscal year(whether or not previously accrued), but not to any such payments accrued but not yet paid),(7)with respect to each tax year or portion thereof that an Issuer qualifies as a Flow Through Entity and so long asclause (1) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portionthereof, or any subsequent tax year) in respect of such Issuer; provided, that (A) prior to the first payment ofPermitted Tax Distributions during any particular calendar year such Issuer provides an Officers' Certificate andan Opinion of Counsel reasonably acceptable to the Trustee to the effect that such Issuer and each other FlowThrough Entity in respect of which such distributions are being made qualify as Flow Through Entities forUnited States federal income tax purposes and for the states in respect of which such distributions are being madefor such tax7281 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 38 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...year or portion thereof, (B) at the time of such distribution, the most recent audited financial statements of suchIssuer for periods including such tax year or portion thereof provided to the Trustee pursuant to Section 4.3hereof provide that such Issuer and each subsidiary of such Issuer in respect of which such distributions are beingmade was treated as a Flow Through Entity for the period of such financial statements and (C) in the case of theportion, if any, of any Permitted Tax Distribution that is proposed to be distributed for a particular taxable periodor portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity thatis not a Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess CashDistribution Amount for Taxes, and(8)the following payments by the Company to E&W or EW Common: (i) the approximately $1,300,000 FinancingDifference Payment and (ii) the Working Capital Payment.(c) The full amount of any Restricted Payment made pursuant to the foregoing clauses (1), (2), (4) and (5) and, tothe extent not reducing Consolidated Net Income, clause (6) (but not pursuant to clause (3), (6) (to the extent reducingConsolidated Net Income), (7) or (8)) of the immediately preceding sentence, however, shall be counted as Restricted Paymentsmade for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (4)of Section 4.9(a).(d) For purposes of this Section 4.9, the amount of any Restricted Payment made or returned, if other than in cash,shall be the fair market value thereof, as determined in the reasonable good faith judgment of the applicable Issuer's Board ofDirectors, unless stated otherwise, at the time made or returned, as applicable.(e) For the avoidance of doubt, any amendment or supplement to or modification of any of the License Agreementsor Lease-Related Agreements that could increase the amount of Restricted Payments payable thereunder shall be deemed adverseto Noteholders.Section 4.10 Limitation on Dividend and Other Payment Restrictions Affecting SubsidiariesThe Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of theSubsidiaries to, directly or indirectly, incur or suffer to exist any consensual restriction on the ability of any of the Subsidiaries(i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwisetransfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of theSubsidiaries, except:(1)restrictions imposed by the Notes, the Guarantees or this Indenture or by the Issuers' other Indebtedness (whichmay also be guaranteed by the7382 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 39 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictionsare no more restrictive in any material respect than those imposed by this Indenture and the Notes,(2) restrictions imposed by applicable law,(3) existing restrictions under Existing Indebtedness,(4)restrictions under (i) any Acquired Indebtedness not incurred in violation of this Indenture or (ii) any agreementrelating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of theSubsidiaries, which restrictions in the case of both (i) and (ii) existed at the time of acquisition, were not put inplace in connection with or in anticipation of such acquisition and are not applicable to any Person, other than thePerson acquired, or to any property, asset or business, other than the property, assets and business so acquired,(5) restrictions imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture;provided, that such restrictions are no more restrictive in any material respect than those imposed by the CreditAgreement as of the Issue Date,(6)(7)(8)restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which hasbeen entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided,that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold,restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized LeaseObligations permitted to be incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only tothe transfer of the property acquired with the proceeds of such Indebtedness, andin connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposedpursuant to clauses (1), (3), (4) or (7) of this Section 4.10 or this clause (8) that are not more restrictive in anymaterial respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faithjudgment than those being replaced and do not apply to any other Person or assets than those that would havebeen covered by the restrictions in the Indebtedness so refinanced.Notwithstanding the foregoing, (a) there may exist customary provisions restricting subletting or assignment ofany lease entered into in the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien whichis not prohibited to exist with respect to such asset pursuant to the terms of this Indenture may be7483 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 40 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.Section 4.11 Limitation on Impairment of Security InterestsExcept as permitted herein, the Intercreditor Agreement and the Collateral Agreements, the Issuers shall not andthe Guarantors shall not, and neither the Issuers nor the Guarantors shall permit the Subsidiaries to, take or omit to take any actionthat would have the result of materially adversely affecting or impairing the Lien on the Collateral in favor of the Trustee for thebenefit of the Holders of the Notes.Section 4.12 Limitation on Transactions with AffiliatesThe Issuers and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to,on or after the Issue Date, directly or indirectly, sell, lease, transfer or otherwise dispose of any of the Issuers' or their properties orassets to, or purchase any property or assets from, or enter into or suffer to exist any contract, agreement, understanding, loan,advance, guarantee, arrangement or transaction with, or for the benefit of, any Affiliate (each of the foregoing, an "AffiliateTransaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions):(1)(2)(3)unless it is determined that the terms of such Affiliate Transaction(s) are fair and reasonable to the Issuers, and noless favorable to the Issuers than could have been obtained in an arm's length transaction with a non-Affiliate,if involving consideration to either party of $1,000,000 or more, unless such Affiliate Transaction(s) has beenapproved by a majority of the members of the Board of Directors of the applicable Issuer that are disinterested insuch transaction (if there are any directors who are so disinterested or, if none, a disinterested committeeappointed by the Board of Directors of the applicable Issuer for such purpose), andif involving consideration to either party of $2,500,000 or more (or $1,000,000 or more if no members of theBoard of Directors of the applicable Issuer are disinterested in such transaction and no disinterested committee isappointed as provided in clause (2) above) unless, in addition to complying with clauses (1) and (2) above, theIssuers, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of suchtransaction(s) to the Issuers from a financial point of view from an independent investment banking firm ofnational reputation in the United States or, if pertaining to a matter for which such investment banking firms donot customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.7584 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 41 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 4.13 Limitation on Sale Of Assets And Subsidiary Stock(a) The Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shallpermit any of the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of,directly or indirectly, any of the Issuers' or their property, business or assets, including by merger or consolidation (in the case of aGuarantor or one of the Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of theSubsidiaries, whether by the Issuers or any of the Subsidiaries or through the issuance, sale or transfer of Equity Interests by any ofthe Subsidiaries and including any sale-leaseback transaction (any of the foregoing, an "Asset Sale") unless:(1)(2)at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or CashEquivalents, andthe Board of Directors of the applicable Issuer determines in reasonable good faith that such Issuer or suchSubsidiary will receive, as applicable, fair market value for such Asset Sale.For purposes of clause (1) of this Section 4.13(a), the following shall be deemed to constitute cash or Cash Equivalents:(a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated tothe Notes and the Guarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as thedocuments governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respectto such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by theIssuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 daysafter the consummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceedsattributable to the original Asset Sale for which such property was received.(b) Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset SaleAmount"), if used, shall be:(1)(2)(i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or(ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that inthe case of a revolver or similar arrangement that makes credit available, such commitment is permanentlyreduced by such amount; orinvested in assets and property (other than notes, bonds, obligations and securities, except in connection with theacquisition of a Person in a Related Business which immediately following such acquisition becomes aGuarantor) which in the reasonable good faith judgment of the applicable Issuer's Board of Directors willimmediately constitute or be a part of a Related Business of the Issuers or such Guarantor (if it continues to be a7685 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 42 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Guarantor) immediately following such transaction (such assets or property, the "Related Business Assets"); or(3) any combination of (1) or (2).(c) All Net Cash Proceeds from an Event of Loss shall be used as follows: (x) first, to the extent notprohibited by the Credit Agreement, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replaceor restore the assets subject to such Event of Loss with comparable assets; and (y) then, to the extent any Net Cash Proceeds froman Event of Loss are not used as described in the preceding clause (x) all such remaining Net Cash Proceeds shall be reinvested orused as provided in clause (1), (2) or (3) of Section 4.13(b) hereof.(d) The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (1), (2) or (3) ofSection 4.13(b) hereof and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (x) or (y)of Section 4.13(c) hereof shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Issuersmay temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net CashProceeds in any manner that is not prohibited by this Indenture; provided, however, that the Issuers may not use the Net CashProceeds (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to makePermitted Investments pursuant to clause (a) of the definition thereof.(e) When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes,together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Issuers to makean offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditionsrequired by applicable law, if any) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted valuein the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaidinterest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. In order to effect the Asset Sale Offer, the Issuers shallpromptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holderof Notes notice of the Asset Sale Offer (the "Asset Sale Notice"), offering to purchase the Notes on a date (the "Asset SalePurchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed.On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the "Asset Sale OfferAmount") plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of allIndebtedness properly tendered in accordance with the provisions of this Section 4.13 (on a pro rata basis if the Asset Sale OfferAmount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price together with accrued and unpaidinterest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes andsuch other pari passu Indebtedness tendered pursuant to7786 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 43 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwisepermitted by this Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of thisSection 4.13, the Excess Proceeds amount shall be reset to zero.(f) Notwithstanding, and without complying with, the provisions of this Section 4.13:(1)(2)(3)(4)(5)(6)(7)(8)the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets with a fairmarket value (or that result in gross proceeds) of less than $1,000,000, until the aggregate fair market value andgross proceeds of the transactions excluded from the definition of Asset Sale pursuant to this clause (1) exceed$5,000,000;the Issuers and the Subsidiaries may, in the ordinary course of business, (x) exchange gaming equipment or otherFF&E for replacement items, (y) convey, sell, transfer, assign or otherwise dispose of inventory and other assetsacquired and held for resale in the ordinary course of business and (z) liquidate Cash Equivalents;the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to andin accordance with Article V hereof;the Issuers and the Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property inthe ordinary course of business so long as such property is no longer necessary for the proper conduct of theIssuers' business or the business of such Subsidiary, as applicable;the Issuers and the Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Issuers orany of the Guarantors;the Issuers and the Subsidiaries may settle, release or surrender tort or other litigation claims in the ordinarycourse of business or grant Liens not prohibited by this Indenture;the Issuers and the Subsidiaries may exchange any property or assets for Related Business Assets (as defined inSection 4.13(b)(2) hereof);the Issuers and the Subsidiaries may make Permitted Investments pursuant to clause (d) of the definition thereofand Restricted Investments that are not prohibited by Section 4.9 hereof; and(9) the Company may make the Parcel 2 Contribution.(g) Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations,including, if applicable, Regulation 14E of the7887 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 44 of 54Exchange Act and the rules and regulations thereunder and all other applicable federal and state securities laws. To the extent thatthe provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Issuers' compliance or thecompliance of any of the Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Issuers'obligations under this Section 4.13.(h) If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associatedInterest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shallbe paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.(i)required by the TIA.The Trustee shall be entitled to receive in connection with an Asset Sale such documents, if any,Section 4.14 Repurchase of Notes at the Option of the Holder Upon a Chan2e of Control(a) In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at suchHolder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Issuers (the "Change ofControl Offer"), to require the Issuers to repurchase all or any part of such Holder's Notes (provided, that the principal amount ofsuch Notes must be $1,000 or an integral multiple thereof) at a cash price equal to 101% of the principal amount thereof (the"Change of Control Purchase Price"), together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Changeof Control Purchase Date (as defined below).In order to effect the Change of Control Offer, the Issuers shall, not later than the 30th day after the occurrence of aChange of Control, mail to each Holder of Notes notice of the Change of Control Offer (the "Change of Control Notice"),describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the"Change of Control Purchase Date") that is no earlier than 30 days and no later than 60 days after the date that the Change ofControl Notice is mailed, pursuant to the procedures required by this Indenture and described in the Change of Control Notice. Onthe Change of Control Purchase Date, to the extent lawful, the Issuers promptly shall purchase all Notes properly tendered inresponse to the Change of Control Offer.As used herein, a "Change of Control" means any of the following:(1)prior to consummation of an Initial Public Offering, the Existing Stockholders, in the aggregate, shall (A) ceaseto be entitled, by beneficial ownership of the Voting Equity Interests of the Issuers, contract or otherwise, to elector designate for election a majority of the Board of Directors of each of the Issuers or (B) cease to beneficiallyown more than 50% of the aggregate voting power of the Voting Equity Interests of each of the Issuers, in eachcase, whether as a result of issuance of the securities7988 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 45 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...of one or more Issuers, any merger, consolidation, liquidation or dissolution of one or more Issuers, any direct orindirect transfer of securities by the Existing Stockholders or otherwise;(2)after the consummation of an Initial Public Offering, (A) any "person" (including any group that is deemed to bea "person") (other than the Existing Stockholders or any group consisting solely of Existing Stockholders) is orbecomes the beneficial owner, directly or indirectly, of more than 35% of the aggregate voting power of theVoting Equity Interests of any of the Issuers, and (B) one or more of the Existing Stockholders or a groupconsisting solely of Existing Stockholders beneficially own, directly or indirectly, in the aggregate, a lesserpercentage of the aggregate voting power of the Voting Equity Interests of such Issuer than such other personand do not have the right or ability by voting power, contract or otherwise to elect or designate for election amajority of the Board of Directors of such Issuer;any of the Issuers adopts a plan of liquidation;the Continuing Directors cease for any reason to constitute a majority of the Board of Directors then in office ofany of the Issuers; orany merger or consolidation of any of the Issuers with or into another person or the merger of another personwith or into any of the Issuers, or the sale of all or substantially all of the assets (determined on a consolidatedbasis) of the Issuers to another person (other than, in all such cases, one or more of the Existing Stockholders orany group consisting solely of Existing Stockholders) other than, with respect to this clause (5), a transaction inwhich the holders of securities that represented 100% of the aggregate voting power of such Issuer's VotingEquity Interests immediately prior to such transaction own directly or indirectly at least a majority of theaggregate voting power of the Voting Equity Interests of the surviving person in such merger or consolidation orthe transferee of such assets immediately after such transaction or 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 such transferee orsurviving person; or(6) any person, other than the Issuers, the Guarantors or E&W, becomes the operator of the Casino.As used in this Section 4.14, "Person" (including any group that is deemed to be a "Person") has the meaning given bySection 13(d) of the Exchange Act, whether or not applicable.(b) On or before the Change of Control Purchase Date, the Issuers shall:8089 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 46 of 54Control Offer,(1) accept for payment Notes or portions thereof properly tendered pursuant to the Change of(2) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price,together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control Purchase Date of allNotes so tendered, and(3) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing theNotes or portions thereof being purchased by the Issuers.The Paying Agent promptly shall pay each Holder of Notes so accepted an amount equal to the Change of ControlPurchase Price together with accrued and unpaid Interest (and Liquidated Damages, if any) to the Change of Control PurchaseDate, and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to anyunpurchased portion of the Note surrendered. Any Notes not so accepted shall be delivered promptly by the Issuers to the Holderthereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after theChange of Control Purchase Date.The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Controlshall be applicable regardless of whether or not any other provisions of this Indenture are applicable.(c) The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a thirdparty makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth inthis Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and notwithdrawn under such Change of Control Offer.(d) Any Change of Control Offer shall be made in compliance with all applicable laws, rules andregulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicablefederal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisionsof this Section 4.14, the compliance by any of the Issuers or the Guarantors with such laws and regulations shall not in and of itselfcause a breach of the Issuers' or the Guarantors' obligations under this Section 4.14.(e) If the Change of Control Purchase Date is on or after an Interest Record Date and on or before theassociated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest PaymentDate shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.8190 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 47 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 4.15 Subsidiary GuarantorsAll of the Issuers' future Subsidiaries (other than Excluded Foreign Subsidiaries) shall (i) jointly and severallyguarantee all principal of and all premium, if any, and Interest (and Liquidated Damages, if any) on the Notes on a senior securedbasis by executing a Guarantee and a supplemental indenture in accordance with Article XI of this Indenture, (ii) grant a securityinterest in and/or pledge the Collateral owned by such Subsidiary to secure such Obligations on the terms set forth in the CollateralAgreements and in Sections 4.21 and Article X of this Indenture and (iii) deliver to the Trustee the documents and Opinion ofCounsel required by Section 11.4 hereof.Notwithstanding anything in this Indenture to the contrary, (i) if any of the Excluded Foreign Subsidiaries that isnot a Guarantor guarantees any Indebtedness of any of the Issuers or any of the Guarantors, or (ii) any of the Issuers or any of theGuarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not aGuarantor to a lender to secure the Indebtedness of any of the Issuers or any of the Guarantors, then in the cases described in eachof clauses (i) and (ii), such Foreign Subsidiary must become a Guarantor. As of the Issue Date, the Issuers have no Subsidiaries.Section 4.16 Limitation on Status as Investment CompanyTheIssuers, the Guarantors and the Subsidiaries are prohibited from being required to register as an "investment company" (as thatterm is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or from otherwisebecoming subject to regulation under the Investment Company Act.Section 4.17 Maintenance of Properties and InsuranceTheIssuers and the Guarantors shall cause all material properties used or useful to the conduct of their business and the business ofeach of the Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted)in all material respects and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals,replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the businesscarried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.17shall prevent any of the Issuers, any Guarantor or any Subsidiary from discontinuing any operation or maintenance of any of suchproperties, or disposing of any of them, if such discontinuance or disposal is (a) in the reasonable good faith judgment of the Boardof Directors of the applicable Issuer, desirable in the conduct of the business of such entity and (b) not otherwise prohibited by thisIndenture or the Collateral Agreements.Section 4.18 Corporate ExistenceSubject to Article V hereof, eachIssuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence andthe corporate, partnership or other existence of each of the Subsidiaries, in8291 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 48 of 54http://www.sec.gov/Archivesiedgaridata/1326686/000104746905014761...accordance with the respective organizational documents (as the same may be amended from time to time) of such Issuer or suchSubsidiary and (ii) the rights (charter and statutory), licenses and franchises of such Issuer and each of the Subsidiaries; provided,however, that such Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or otherexistence of any of the Subsidiaries, if such Issuer's Board of Directors shall determine in reasonable good faith that thepreservation thereof is no longer desirable in the conduct of the business of the Issuers and the Subsidiaries, taken as a whole, andthat the loss thereof would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy theirobligations under the Notes, the Guarantees and this Indenture.Section 4.19 Limitation on Lines of BusinessThe Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall permit any ofthe Subsidiaries to, directly or indirectly engage to any substantial extent in any line or lines of business activity other than thatwhich, in the reasonable good faith judgment of the applicable Issuer's Board of Directors, is a Related Business. This Section4.19 shall not apply to a Permitted Entity to which the Parcel 2 Contribution is made so long as such entity continues to satisfy thedefinition of "Permitted Entity."Section 4.20 Rule 144A InformationAt any time the Issuers are not required to file the reports required by Section 4.3 hereof, the Issuers shall, andthe Guarantors shall, furnish to the Holders or beneficial holders of Notes, upon their request, and to prospective purchasers thereofdesignated by such Holders or beneficial holders of Notes, the information required to be delivered pursuant to Rule 144A(d)(4)under the Securities Act.Section 4.21 Additional CollateralTheIssuers shall, and shall cause each of the Subsidiaries (other than Excluded Foreign Subsidiaries) to, grant to the Trustee a firstpriority security interest in all Collateral, whether owned on the Issue Date or thereafter acquired, and execute and deliver alldocuments and to take all action reasonably necessary to perfect and protect such a security interest in favor of the Trustee, in eachcase, subject to the terms of the Intercreditor Agreement and Permitted Liens.Section 4.22 Liquidated Damages NoticeIn the event that the Issuers are required to pay Liquidated Damages to Holders of Notes pursuant to the RegistrationRights Agreement, the Issuers shall provide written notice ("Liquidated Damages Notice") to the Trustee of the Issuers' obligationto pay Liquidated Damages no later than 15 days prior to the proposed payment date for the Liquidated Damages, and theLiquidated Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Issuers on such payment date. TheTrustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Liquidated Damages, orwith respect to the nature, extent, or calculation of the8392 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 49 of 54http://wvvw.sec.gov/Archives/edgar/data/1326686/000104746905014761...amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the Liquidated Damages.Section 4.23 Compliance with Lease-Related AgreementsThe Company (a) shall maintain the Lease-Related Agreements and License Agreement in full force and effect andenforce, in good faith, its rights and remedies under the Lease-Related Agreements and License Agreements, (b) shall comply in allmaterial respects with all terms thereof, in each case, subject only, in the case of the Leases, to the termination of the Leases inaccordance with their terms following the occurrence of the Operator Licensing Event, and (c) shall not amend, change, modify orrepeal in a manner adverse, individually or in the aggregate (together with any other amendments, supplements or modifications toany of the Lease-Related Agreements or License Agreements), to Noteholders, or transfer or assign, any of the Lease-RelatedAgreements or License Agreements as in effect on the Issue Date, without giving effect to any amendment or supplement thereto ormodification thereof.Section 4.24 Limitation on Use of ProceedsThe Company shall, on the Issue Date, deposit approximately $50.8 million into the Renovation Disbursement Accountand approximately $11.2 million into the Interest Reserve Account. Funds in the Interest Reserve Account shall be used only to paythe first two interest payments on the Notes. The funds in the Renovation Disbursement Account and the Interest Reserve Accountmay be invested only in Cash Equivalents. All funds in the Renovation Disbursement Account and the Interest Reserve Accountshall be disbursed only in accordance with the Cash Collateral and Disbursement Agreement.Section 4.25 Gaming Licenses and Other PermitsThe Issuers and the Guarantors shall, and shall cause the Restricted Subsidiaries to, use our and their commerciallyreasonable best efforts to obtain (and, after the occurrence of the Operator Licensing Event, to maintain in full force and effect atall times) all Gaming Licenses, and all other authorizations, rights, franchises, privileges, consents, approvals, orders, licenses,permits or registrations from or with any Gaming Authority or other governmental authority that are necessary for the design,development, construction, equipping and operation of the Casino/Hotel Property or any of the Issuers' and the RestrictedSubsidiaries' other operations; provided, that if in the course of the exercise of its governmental or regulatory functions theapplicable Gaming Authority is required to suspend or revoke any Gaming License or other permit or close or suspend anyoperation of any part of the Casino/Hotel Property or any of the Issuers' and the Restricted Subsidiaries' other operations as aresult of any noncompliance therewith or with law, the Company shall use its commercially reasonable efforts to promptly anddiligently correct such noncompliance or replace any personnel causing such noncompliance so that the Casino/Hotel Property orsuch other operations, as the case may be, shall be opened and fully operating as promptly as practicable.8493 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 50 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 4.26 Restrictions on Activities of Finance Corp.Finance Corp. shall not hold any material assets, become liable for any obligations or engage in any business activities;provided, that Finance Corp. must be a co-obligor of the Notes (including any Additional Notes incurred pursuant to Section 4.7hereof) pursuant to the terms of the Indenture and as contemplated by the Purchase Agreement, and, as necessary, may engage inany activities directly related or necessary in connection therewith.Section 5.1 Limitation on Merger, Sale or ConsolidationARTICLE VMERGER AND SUCCESSORSThe Issuers shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey ortransfer all or substantially all of the Issuers' assets (such amounts to be computed on a consolidated basis), whether in a singletransaction or a series of related transactions, to another Person or group of affiliated Persons, unless:(1)either (a) one or more of the Issuers is the surviving Person or Persons or (b) each resulting, surviving ortransferee Person is a corporation organized under the laws of the United States, any state thereof or the Districtof Columbia and expressly assumes by supplemental indenture all of the Issuers' Obligations in connection withthe Notes, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the CollateralAgreements;(2) no Default or Event of Default shall exist or shall occur immediately after giving effect to such transaction on apro forma basis;(3)(4)unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing WhollyOwned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, andwhich transaction is not for the purpose of evading this provision and not in connection with any othertransaction, immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worthof the resulting, surviving or transferee Person(s) is at least equal to the Issuers' Consolidated Net Worthimmediately prior to such transaction;unless such transaction is solely the merger of the Issuers and one of the Issuers' previously existing WhollyOwned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, andwhich transaction is not for the purpose of evading this provision and not in connection with any othertransaction, immediately after giving effect to such transaction on a pro forma basis, the resulting, surviving ortransferee8594 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 51 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Person would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant tothe Debt Incurrence Ratio Test;(5)(6)such transaction would not result in the loss or suspension or material impairment of any Gaming License unlessa comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension ormaterial impairment; andeach Guarantor shall have, if required by the terms of this Indenture or the Collateral Agreements, confirmed inwriting that its Guarantee shall apply to the Issuers' Obligations or the Obligations of each resulting, surviving ortransferee Person in accordance with the Notes, this Indenture, the Registration Rights Agreement and theCollateral Agreements.Section 5.2 Successor Corporation SubstitutedIn the event of any transaction (other than a lease or transfer of less than all of the Issuers' assets) in accordancewith the foregoing in which the Issuers are not the surviving Person, the resulting, surviving or transferee Person shall succeed toand be substituted for, and may exercise every right and power of, the applicable Issuer(s) under this Indenture with the same effectas if such resulting, surviving or transferee Person had been named therein as an "Issuer," and the Trustee may require any suchPerson to ensure, by executing and delivering appropriate instruments and Opinions of Counsel, that the Trustee continues to holda Lien, having the same relative priority as was the case immediately prior to such transactions, on all Collateral for the benefit ofthe Holders.For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all ofthe properties and assets of one or more of the Subsidiaries, the Issuers' interest in which constitutes all or substantially all of theIssuers' properties and assets, shall be deemed to be the transfer of all or substantially all of the Issuers' properties and assets.Section 6.1 Events of DefaultARTICLE VIDEFAULTS AND REMEDIES"Event of Default," wherever used herein, means any of the following events:the Issuers failure to pay any installment of Interest (or Liquidated Damages, if any) on the Notes as and whenthe same becomes due and payable and the continuance of any such failure for 30 days;the Issuers' failure to pay all or any part of the principal of or premium, if any, on the Notes when and as thesame becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without8695 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 52 of 54limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validlytendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;(3)the Issuers' failure or the failure by any of the Guarantors or any of the Subsidiaries to observe or perform anyother covenant or agreement contained in the Notes or this Indenture and, except for the provisions underSections 4.9, 4.13 and 4.14 and Article V hereof, the continuance of such failure for a period of 30 days after theearlier of written notice to the Issuers by the Trustee or written notice to the Issuers and the Trustee by theHolders of at least 25% in aggregate principal amount of the Notes outstanding;the cessation of substantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for morethan 90 days, except as a result of an Event of Loss;any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any Gaming Licenseof any of the Issuers or any Subsidiary for more than 90 days;a default occurs (after giving effect to any waivers, amendments, applicable grace periods or any extension ofany maturity date) in the Issuers' Indebtedness or the Indebtedness of any of the Subsidiaries with an aggregateamount outstanding in excess of $5,000,000 (a) resulting from the failure to pay principal of such Indebtedness atmaturity, or (b) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to itsstated maturity;(7)(8)final, unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000, at any one timerendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days aftertheir entry;any Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or isdeclared null and void (other than in accordance with the terms of the Guarantee and this Indenture) or anyGuarantor denies or disaffirms its Obligations under its Guarantee or the Collateral Agreements;any failure to comply with any material agreement or material covenant in, or any breach of a materialrepresentation under, the Collateral Agreements and such failure or breach shall continue for a period of 30 days;any of the Collateral Agreements at any time for any reason ceases to be in full force and effect, or is declarednull and void, or shall cease to be effective in all material respects to give the Trustee, as collateral agent, the8796 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 53 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Liens with the priority purported to be created thereby (subject to the Intercreditor Agreement) subject to noother Liens (in each case, other than as expressly permitted by this Indenture and the applicable CollateralAgreement or by reason of the termination of this Indenture or the applicable Collateral Agreement in accordancewith its terms);a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of any of the Issuers,any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicableBankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official of any of the Issuers, any of the Guarantors or any of their Significant Subsidiariesor for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of theirSignificant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of theGuarantors or any of their Significant Subsidiaries and, in each case, such decree or order shall remain unstayedand in effect for a period of 60 consecutive days;(12)(13)(14)any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries (A) commences a voluntary caseunder any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief inan involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver,liquidator, assignee, custodian, trustee, sequestrator or similar official of any of the Issuers, any of the Guarantorsor any of their Significant Subsidiaries or for all or substantially all of the property and assets of any of theIssuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment forthe benefit of creditors;the occurrence of a Tenant Event of Default (as defined in the Leases) or a Landlord Event of Default (as definedin the Leases), or the termination of either of the Leases (other than in accordance with their terms following theoccurrence of the Operator Licensing Event); orexcept in connection with a merger, consolidation or sale, lease, conveyance or transfer of all or substantially allof the Issuers' assets in accordance with Article V, the abandonment by the Issuers of the Hooters Renovation orthe cessation by the Issuers (or, prior to the occurrence of the Operator Licensing Event, E&W) to operate theProperty (other than Parcel 2 as a result of the Parcel 2 Contribution) or the Casino/Hotel Property or the sale ordisposition by the Issuers of all or substantially all of their interest in the Property (other than Parcel 2 as a resultof the Parcel 2 Contribution) or the Casino/Hotel Property.88If a Default occurs and is continuing, the Trustee shall, within 90 days after the occurrence of such Default, give to theHolders notice of such Default.If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (11) or (12) aboverelating to any of the Issuers, any of the Guarantors or any of their Significant Subsidiaries) then in every such case, unless theprincipal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% inaggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers (and to the Trustee if given byHolders) (an "Acceleration Notice"), may declare all principal thereof and all premium, if any, and accrued and unpaid Interest(and Liquidated Damages, if any) to be due and payable immediately. If an Event of Default specified in clause (11) or (12) above,relating to the Issuers, any of the Guarantors or any of their Significant Subsidiaries occurs, all principal thereof and all premium, ifany, and accrued and unpaid Interest (and Liquidated Damages, if any) will be immediately due and payable on all outstandingNotes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregateprincipal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default (other than (i) thenon-payment of the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes which havebecome due solely by such acceleration) and (ii) a Default with respect to any provision requiring a supermajority approval toamend, which Default may only be waived by such supermajority) have been cured or waived.Section 6.2 Acceleration97 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-12 Entered 08/01/11 18:20:48 Page 54 of 54http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(a) Subject to the terms of the Intercreditor Agreement, if an Event of Default (other than an Event ofDefault specified in clause (11) or (12) of Section 6.1 hereof that occurs with respect to any of the Issuers, any of the Guarantors orany of the Issuers' Significant Subsidiaries) occurs and is continuing under this Indenture, then in every such case, unless theprincipal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% inaggregate principal amount of the Notes, then outstanding, by written notice to the Issuers (and to the Trustee if such notice isgiven by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, andaccrued and unpaid Interest (and Liquidated Damages, if any) on the Notes to be due and payable immediately. Upon a declarationof acceleration, such principal of, premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if any) shall beimmediately due and payable. If an Event of Default specified in clause (11) or (12) of Section 6.1 hereof, relating to any of theIssuers, any of the Guarantors or any of the Issuers' Significant Subsidiaries occurs, all principal and accrued and unpaid Interest(and Liquidated Damages, if any) will be immediately due and payable on all outstanding Notes without any declaration or otheract on the part of the Trustee or the Holders.(b) At any time after such a declaration of acceleration being made and before a judgment or decree forpayment of the money due has been obtained by the Trustee as hereinafter provided in this Article VI, the Holders of not less thana majority in aggregate principal amount of then outstanding Notes, by written notice to the Issuers8998 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 1 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...and the Trustee, may rescind, on behalf of all Holders, any such declaration of acceleration and its consequences if all existingEvents of Default (other than the non-payment of the principal of, premium, if any, and Interest (and Liquidated Damages, if any)on the Notes which have become due solely by such declaration of acceleration) have been cured or waived as provided inSection 6.4 hereof.(c) No such waiver shall cure or waive any subsequent Default or impair any right consequent thereon.Section 6.3 Other RemediesIf an Event of Default occurs and is continuing, subject to compliance with any applicable Gaming Laws and tothe terms of the Intercreditor Agreement, the Trustee, may pursue any available remedy to collect the payment of principal,premium, if any, and Interest (and Liquidated Damages, if any) on the Notes or to enforce the performance of any provision of theNotes or this Indenture.The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any ofthem in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon anEvent of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. Allremedies are cumulative to the extent permitted by law.Section 6.4 Waiver of DefaultsSubject to Section 6.7 hereof, and prior to the declaration of acceleration of the maturity of the Notes, theHolders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuers and to the Trustee,may, on behalf of all Holders, waive any existing or past Default or Event of Default hereunder and its consequences under thisIndenture, except (i) a Default in the payment of principal of or premium, if any, or Interest (or Liquidated Damages, if any) on anyNote not yet cured as specified in clauses (1) and (2) of Section 6.1 hereof , (ii) a Default with respect to any covenant or provisionhereof which, under Article IX, cannot be modified or amended without the consent of the Holder of each outstanding Noteaffected, which Default or Event of Default may be waived only with consent of the Holder of each outstanding Note affected, and(iii) a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived bysuch a supermajority.Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall bedeemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Defaultor impair any right arising therefrom.Section 6.5 Control by MajoritySubject to all provisions of this Indenture and applicable law, including Gaming Laws, the Holders of a majorityin aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding9099 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 2 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trusteemay refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines in good faith may be undulyprejudicial to the rights of other Holders not joining in the giving of such direction or that may involve the Trustee in personalliability, and the Trustee may take any other action it deems proper that is not inconsistent with any such direction received fromHolders. Subject to Section 7.1 hereof, the Trustee shall be under no obligation to exercise any of its rights or powers under thisIndenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee security orindemnity satisfactory to it.Section 6.6 Limitation on SuitsA Holder may pursue a remedy with respect to this Indenture or the Notes only if:(a)(b)(c)(d)(e)such Holder gives to the Trustee written notice of a continuing Event of Default;the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a writtenrequest to the Trustee to pursue the remedy;such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to theTrustee against any costs, liability or expense;the Trustee does not comply with the request within 60 days after receipt of the request and the offerand, if requested, the provision of indemnity; andduring such 60-day period the Holders of a majority in aggregate principal amount of the thenoutstanding Notes do not give the Trustee a direction inconsistent with the request.A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference orpriority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or notsuch actions or forbearances are unduly prejudicial to such Holders).Section 6.7 Rights of Holders of Notes to Receive PaymentNotwithstanding any other provision of this Indenture, except for restrictions imposed by Gaming Laws orGaming Authorities on payments by entities holding Gaming Licenses and except as permitted by Section 9.2 hereof, the right ofany Holder to receive payment of the principal of, premium and Interest (and Liquidated Damages, if any) on a Note, on or afterthe respective due dates expressed in the Note (including in connection with an offer to purchase) or to bring suit for theenforcement of91100 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 3 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.Section 6.8 Collection Suit by TrusteeIf an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorizedto recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of,premium and Interest (and Liquidated Damages, if any) remaining unpaid on the Notes and Interest on overdue principal, premium,if any, and, to the extent lawful, Interest (and Liquidated Damages, if any), and such further amount as shall be sufficient to coverthe costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel.Section 6.9 Trustee May File Proofs of ClaimThe Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary oradvisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (orany other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distributeany money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is herebyauthorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making ofsuch payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agentsand counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall bedenied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions,dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether inliquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed toauthorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claimof any Holder in any such proceeding; provided, however,that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be amember of the creditor's committee.Section 6.10 PrioritiesSubject to the terms of the Intercreditor Agreement, if the Trustee collects any money pursuant to this Article, itshall pay out the money in the following order:92101 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Enteredhttp ://www.08/01/11sec. gov/Archives/edgar/data/1326686/000104746905014761...18:20:48 Page 4 of 83First: to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of allcompensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection(including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel);Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and Interest (andLiquidated Damages, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on theNotes for principal, premium and Interest (and Liquidated Damages, if any), respectively;Indenture; andThird: without duplication, to the Holders for any other Obligations owing to the Holders under the Notes or thisFourth: to the Issuers or to such party as a court of competent jurisdiction shall direct.The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.Section 6.11 Undertaking for CostsIn any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee forany action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of anundertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys'fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defensesmade by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.Section 6.12 Disqualified HoldersTo the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall, so long as held bysuch Person, be disregarded for purposes of providing notices, directions, waivers or other actions and determining the sufficiencyof such notices, directions, waivers or action under this Article VI.Section 7.1 Duties of TrusteeARTICLE VIITRUSTEE(a) If an Event of Default of which the Trustee has knowledge has occurred and is continuing, the Trusteeshall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise,as93102 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 5 of 83http://wwvv.sec.gov/Archives/edgar/data/1326686/000104746905014761...a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.(b) Except during the continuance of an Event of Default of which the Trustee has knowledge:(i) the duties of the Trustee shall be determined solely by the express provisions of this Indentureand the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no impliedcovenants or obligations shall be read into this Indenture against the Trustee; and(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, withoutinvestigation, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinionsfurnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinionswhich are specifically required by any provision hereof to be furnished to the Trustee, the Trustee shall examine the certificates andopinions to determine whether or not they conform to the requirements of this Indenture (but the Trustee need not confirm orinvestigate the accuracy of mathematical calculations or other facts stated therein).(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure toact, or its own willful misconduct, except that:(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;(ii) the Trustee shall not be liable for any error of judgment made in good faith by a ResponsibleOfficer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faithin accordance with a direction received by it pursuant to Section 6.5 hereof; and(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or incurany liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request ofany Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liabilityor expense.(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relatesto the Trustee is subject to Sections 7.1 and 7.2 hereof.(e)The Trustee is hereby authorized and directed to and shall enter into the Intercreditor Agreement.94103 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 6 of 83(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agreein writing with theIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.(g) The Trustee shall cooperate and comply with any order or directive of a Gaming Authority inconnection with this Indenture, including that the Trustee submit an application for any license, finding of suitability or otherapproval pursuant to any Gaming Laws (unless the Trustee tenders its resignation) and will cooperate fully and completely in anyproceeding related to such application; providedthe Issuers agree to prepare (or cause the Guarantors to prepare) all documentation in connection with any such order, directive,application and proceeding and to reimburse the Trustee for all costs and expenses incurred by it in connection therewith.Section 7.2 Rights of Trustee(a) In connection with the Trustee's rights and duties under this Indenture, the Trustee may conclusivelyrely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee neednot investigate any fact or matter stated in the document.(b) Before the Trustee acts or refrains from acting under this Indenture, it shall require an Officers'Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith inreliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the adviceof such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of anyaction taken, suffered or omitted by it hereunder in good faith and in reliance thereon.(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder by orthrough its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointedwith due care.(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to beauthorized or within the rights or powers conferred upon it by this Indenture.(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice fromthe Issuers shall be sufficient if signed by an Officer of the Issuer.(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by thisIndenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security orindemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with suchrequest or direction.95104 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 7 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(g) Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to theperformance of the Issuers' covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have knowledge of anyDefault or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(1) or 6.1(2) hereof or (ii) anyDefault or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture ora Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to theTrustee under Section 4.3 hereof is for informational purposes only and the Trustee's receipt of the foregoing shall not constituteconstructive notice of any information contained therein or determinable from information contained therein, including the Issuers'compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers'Certificate).(h) The Trustee shall not be bound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, otherevidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry orinvestigation into such facts or matters as it may see fit.The rights, privileges, protections, immunities and benefits given to the Trustee, including, withoutlimitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities (includingas Collateral Agent) hereunder and under each of the Collateral Agreements, and each agent, custodian and other Person employedto act hereunder and under each of the Collateral Agreements.0) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss ordamage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advisedof the likelihood of such loss or damage and regardless of the form of action.(k) The Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names ofindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers'Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorizedin any such certificate previously delivered and not superseded.Section 7.3 Individual Rights of TrusteeThe Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwisedeal with theIssuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that theTrustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to theCommission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trusteeis also subject to Sections 7.10 and 7.11 hereof.96105 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 8 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 7.4 Trustee's DisclaimerThe Trustee shall not be responsible for and makes no representation as to the validity or adequacy of thisIndenture or the Notes, it shall not be accountable for the Issuers' use of the proceeds from the Notes or any money paid to theIssuers or upon the Issuers' direction under any provision of this Indenture, it shall not be responsible for the use or application ofany money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital hereinor any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture otherthan its certificate of authentication.Section 7.5 Notice of DefaultsIf a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mailto Holders a notice in the manner and to the extent provided by TIA § 313(c) of the TIA of the Default or Event of Default within90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or Interest(or Liquidated Damages, if any) on any Note, the Trustee may withhold the notice if and so long as a committee of its ResponsibleOfficers in good faith determines that withholding the notice is in the interests of the Holders.Section 7.6 Reports by Trustee to Holders of the Notes and to Gaming Authorities(a) Within 60 days after each March 15 beginning with the March 15 following the date of this Indenture,and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date thatcomplies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the 12 months preceding the reportingdate, no report need be transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail allreports as required by TIA § 313(c).A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to theIssuers and filed by the Trustee with the Commission and each stock exchange on which the Notes are listed in accordance withTIA § 313(d). The Issuers shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange and of anydelisting thereof.(b) To the extent required by Gaming Laws, the Trustee shall provide any applicable Gaming Authorityupon such Gaming Authority or the Issuers' written request with:Notes;(1) copies of all notices, reports and other written communications which the Trustee gives to Holders of(2) a list of Holders of Notes promptly after the original issuance of the Notes and upon demand;97106 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 9 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(3) notice of any Event of Default under this Indenture or of any Default, any acceleration of theindebtedness evidenced or secured hereby, the institution of any legal actions or proceedings before any court or governmentalauthority in respect of this Indenture and any rescission, annulment or waiver in respect of an Event of Default;(4) notice of the removal or resignation of the Trustee within five Business Days thereof;(5) notice of any transfer or assignment of rights under this Indenture (but not transfers or assignments ofthe Notes) within five Business Days thereof; andthereof.(6) a copy of any amendment to the Notes or this Indenture within five Business Days of the effectivenessThe notice specified in clause (b)(3) above shall be in writing and, except as set forth below, shall be givenwithin five Business Days after the Trustee has transmitted the notice required by Section 7.5. In the case of any notice in respectof any Event of Default, such notice shall be accompanied by a copy of any notice from the Holders of the Notes, or arepresentative thereof or the Trustee, to the Issuers and, if accompanied by any such notice to the Issuers, shall be givensimultaneously with the giving of any such notice to the Issuers. In the case of any legal actions or proceedings, such notice shallbe accompanied by a copy of the complaint or other initial pleading or document.The Trustee shall in accordance with the limitations set forth herein cooperate with any applicable GamingAuthority in order to provide such Gaming Authority with information and documentation relevant to compliance with clause(b)(3) above and as otherwise required by any applicable Gaming Laws.Section 7.7 Compensation and IndemnityTheIssuers shall pay to the Trustee from time to time such compensation as the parties shall agree in writing from time to time for itsacceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensationof a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements,advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include thereasonable compensation, disbursements and expenses of the Trustee's agents and counsel.TheIssuers and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities or expenses(including reasonable attorneys' fees and expenses) incurred by it arising out of or in connection with the acceptance oradministration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers(including this Section 7.7) and defending itself against any claim (whether asserted by the Issuers or any Holder or any Guarantoror any other Person) or liability in connection with the exercise or performance of any of98107 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 10 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...its powers or duties hereunder, except, in each case, to the extent any such loss, liability or expense may be attributable to itsnegligence, bad faith or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seekindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuersshall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shallpay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent,which consent shall not be unreasonably withheld.The obligations of the Issuers under this Section 7.7 shall survive the satisfaction and discharge of this Indenture.To secure the Issuers' payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes onall money or property held or collected by the Trustee, except that held in trust to pay principal of and premium, if any, and Interest(and Liquidated Damages, if any) on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.1(11) or6.1(12) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents andcounsel) are intended to constitute expenses of administration under any Bankruptcy Law.The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.Section 7.8 Replacement of TrusteeSubject to compliance with any applicable Gaming Laws, a resignation or removal of the Trustee andappointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment asprovided in this Section 7.8.The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying theIssuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying theTrustee and the Issuers in writing. The Issuers may remove the Trustee if:(a)the Trustee fails to comply with Section 7.10 hereof;(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to theTrustee under any Bankruptcy Law;(c)(d)a custodian or public officer takes charge of the Trustee or its property; orthe Trustee becomes incapable of acting.99108 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 11 of 83hftp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuersshall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority inprincipal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by theIssuer.If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, theretiring Trustee, theIssuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competentjurisdiction (not at the expense of the Trustee) for the appointment of a successor Trustee.If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to complywith Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and theappointment of a successor Trustee.A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all therights, powers and duties of the Trustee under this Indenture and the Intercreditor Agreement. The successor Trustee shall mail anotice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successorTrustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers' obligations under Section 7.7 hereofshall continue for the benefit of the retiring Trustee.Section 7.9 Successor Trustee by Merger, etc.Subject to compliance with any applicable Gaming Laws, if the Trustee consolidates, merges or converts into, ortransfers all or substantially all of its corporate trust business to, another corporation or national association, the successorcorporation or national association without any further act shall be the successor Trustee.Section 7.10 Eligibility; DisqualificationThere shall at all times be a Trustee hereunder that is a corporation, national association or trust company (or amember of a bank holding company) organized and doing business under the laws of the United States of America or of any statethereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination byfederal or state authorities and that has (or the bank holding company of which it is a member has) a combined capital and surplusof at least $50,000,000 as set forth in its most recent published annual report of condition.This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). TheTrustee is subject to TIA § 310(b).100109 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 12 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 7.11 Preferential Collection of Claims Against IssuerThe Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trusteewho has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.ARTICLE VIIILEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.1 Option to Effect Legal Defeasance or Covenant DefeasanceTheIssuers may, at the option of each of the Issuer's Board of Directors evidenced by a resolution set forth in an Officers' Certificate,elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes and Guarantees upon compliance with theconditions set forth below in this Article VIII.Section 8.2 Legal DefeasanceUpon the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers and theGuarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed tohave been discharged from the Issuers' and the Guarantor's obligations with respect to all outstanding Notes and Guarantees, asapplicable, on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, LegalDefeasance means that the Issuers shall be deemed to have paid and discharged all amounts owed under the outstanding Notes andthe Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Guarantees,which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of thisIndenture referred to in clauses (a) and (b) below of this Section 8.2, and to have satisfied all the Issuers' and the Guarantor's otherobligations under the Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer,shall execute proper instruments acknowledging the same, including instruments releasing the Collateral as security for the Notesand the Guarantees), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:(a) the rights of Holders to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth inSection 8.4 hereof, payments in respect of the principal of and premium, if any, and Interest (and Liquidated Damages, if any) onthe Notes when such payments are due, (b) the Issuers' obligations with respect to the Notes under Article II and Sections 4.2, 4.6,4.16 and 4.18 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture and the Issuers' andthe Guarantors' obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, theIssuers may exercise their option under this Section 8.2 notwithstanding the prior exercise of their option under Section 8.3 hereof.101110 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 13 of 83hftp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 8.3 Covenant DefeasanceUpon the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to thesatisfaction of the applicable conditions set forth in Section 8.4 hereof, the Issuers and the Guarantors shall be released from theirrespective obligations under Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20, 4.21, 4.22, 4.23,4.24, 4.25 and 4.26 and Article V hereof on and after the date the conditions set forth below are satisfied (hereinafter, "CovenantDefeasance"), and the Notes and the Guarantees shall thereafter be deemed not "outstanding" for the purposes of any direction,waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shallcontinue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemedoutstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notesand Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term,condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein toany such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document andsuch omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specifiedabove, the remainder of this Indenture and the Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers'exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditionsset forth in Section 8.4 hereof, (x) none of Sections 6.1(3) through 6.1(10) or 6.1(13) or 6.1(14) hereof shall constitute an Event ofDefault to the extent any such events occur thereafter and (y) neither Section 6.1(11) nor Section 6.1(12) hereof shall constitute anEvent of Default to the extent any such events occur after the 91st day following the occurrence of the Issuers' exercise ofCovenant Defeasance; provided, however,that for all other purposes as set forth herein, such Covenant Defeasance provisions shall be effective.Section 8.4 Conditions to Legal or Covenant DefeasanceNotes:The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding(a) in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must irrevocably deposit or causeto be irrevocably deposited with the Trustee, in trust, for the benefit of Holders of the Notes, United States legal tender, U.S.Government Obligations or a combination thereof, in an aggregate amount that will be sufficient, in the written opinion of anationally recognized firm of independent public accountants, to pay the principal of and premium, if any, and Interest (andLiquidated Damages, if any), on the Notes on the stated date for payment or any redemption date thereof (and the Issuers mustspecify whether the Notes are being defeased to Stated Maturity or a particular Redemption Date), and the Trustee must have, forthe benefit of Holders of the Notes, a valid, perfected, exclusive security interest in the trust;102111 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 14 of 83http://www. sec. gov/Archives/edgar/data/1326686/000104746905014761...(b) in the case of an election under Section 8.2 hereof, the Issuers must deliver to the Trustee an Opinion ofCounsel reasonably satisfactory to the Trustee confirming that:ruling, orincome tax law,(1) the Issuers have received from, or there has been published by the Internal Revenue Service, a(2) since the date of this Indenture, there has been a change in the applicable United States federalin either case to the effect that Holders of Notes will not recognize income, gain or loss for United States federal income taxpurposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in thesame manner and at the same times as would have been the case if such Legal Defeasance had not occurred;(c) in the case of an election under Section 8.3 hereof, the Issuers must deliver to the Trustee an Opinion ofCounsel reasonably satisfactory to the Trustee confirming that Holders of Notes will not recognize income, gain or loss for UnitedStates federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income taxon the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had notoccurred;(d) in the case of an election under Section 8.2 or 8.3 hereof, no Default or Event of Default shall haveoccurred and be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing offunds to be applied to such deposit);(e) in the case of an election under Section 8.2 hereof, no Event of Default relating to bankruptcy orinsolvency may occur at any time from the date of the deposit to the 91 st calendar day thereafter (it being understood that thecondition shall not be deemed satisfied until the expiration of such period);(f) in the case of an election under Section 8.2 or 8.3 hereof, the Legal Defeasance or CovenantDefeasance, as applicable, shall not result in a breach or violation of, or constitute a default under, any other material agreement orinstrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are a party or by which the Issuers or any ofthe Subsidiaries are bound;(g) in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee anOfficers' Certificate stating that the deposit was not made by the Issuers with the intent to hinder, delay or defraud any other of theIssuers' creditors; and(h) in the case of an election under Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee anOfficers' Certificate confirming the satisfaction of conditions in clauses (a) through (g) above, and an Opinion of Counselconfirming the103112 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 15 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...satisfaction of the applicable conditions in clauses (a) (with respect to the validity and perfection of the security interest), (d), (e)and (f) above.Legal Defeasance and Covenant Defeasance, as the case may be, shall be effective on the date on which all of theapplicable conditions set forth in this Section 8.4 have been satisfied.Section 8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous ProvisionsSubject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof)deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant toSection 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with theprovisions of the outstanding Notes and this Indenture, to the payment, either directly or through any Paying Agent (including oneof the Issuers or one of the Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of the outstandingNotes of all sums due and to become due thereon in respect of principal, premium, if any, and Interest (and Liquidated Damages, ifany), but such money need not be segregated from other funds except to the extent required by law; provided, however, that anytrust account established pursuant to this Article VIII shall not constitute Collateral.The Issuers and the Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee orother charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof orthe principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account ofthe Holders.Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers fromtime to time upon the request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 8.4hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in awritten certification thereof delivered to the Trustee (not at the Trustee's expense) (which may be the opinion delivered underSection 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent LegalDefeasance or Covenant Defeasance.Section 8.6 Repayment to IssuersAny money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the paymentof the principal of or premium, if any, or Interest (or Liquidated Damages, if any) on any Note and remaining unclaimed for twoyears after such principal, premium, Interest or Liquidated Damages has become due and payable shall be paid to the Issuers ontheir written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shallthereafter, as a creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or104113 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 16 of 83such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease;provided,that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuers causeto be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remainsunclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification orpublication, any unclaimed balance of such money then remaining shall be repaid to the Issuers.Section 8.7 ReinstatementIf the Trustee or Paying Agent is unable to apply any United States legal tender or U.S. Government Obligationsin accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order directing the repayment of the depositedmoney to the Issuers or otherwise making the deposit unavailable to make payments under the Notes when due, or if any courtenters an order avoiding the deposit of money with the Trustee or Paying Agent or otherwise requires the payment of the money sodeposited to the Issuers or to a fund for the benefit of the Issuers' creditors, then (so long as the insufficiency exists or the orderremains in effect) the Issuers' and the Guarantors' obligations under this Indenture, the Notes, the Guarantees and the CollateralAgreements shall be revived and reinstated, as though no deposit had occurred pursuant to Section 8.3 or 8.4 hereof, until suchtime as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.3 or 8.4 hereof, as the casemay be; provided, however, that, if the Issuers makes any payment of principal of or premium, if any, or Interest (or LiquidatedDamages, if any) on any Note following the reinstatement of the Issuers' obligations, the Issuers shall be subrogated to the rights ofthe Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.Section 8.8 Satisfaction and DischargeThe Issuers may terminate their obligations and the obligations of the Guarantors under this Indenture, the Notesand the Guarantees (except as described below) when:(a)(b)all the Notes previously authenticated and delivered (except lost, stolen or destroyed Notes which have beenreplaced and Notes for whose payment money has theretofore been deposited with the Trustee or the payingagent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or a Guarantor)have been delivered to the Trustee for cancellation, or(1) all Notes have been called for redemption pursuant to Section 3.7 hereof by mailing to Holdersa notice of redemption or all Notes otherwise have become due and payable,(2)the Issuers have irrevocably deposited or caused to be irrevocably deposited with the Trustee, in trust,for the benefit of Holders of the105114 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 17 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Notes, United States legal tender, U.S. Government Obligations or a combination thereof in anaggregate amount that will be sufficient to pay and discharge the entire Indebtedness on the Notes nottheretofore delivered to the Trustee for cancellation, for principal of and premium, if any, and Interest(and Liquidated Damages, if any) on the Notes to the Redemption Date together with irrevocableinstructions from the Issuers directing the Trustee to apply such funds to the payment thereof at suchredemption,each of the Issuers and the Guarantors has paid all other sums payable by it under this Indenture, theNotes and the Guarantees,no Default or Event of Default shall have occurred and be continuing on the date of such deposit (otherthan a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit),such deposit shall not result in a breach or violation of, or constitute a default under, any materialagreement or instrument (other than this Indenture) to which the Issuers or any of the Subsidiaries are aparty or by which the Issuers or any of the Subsidiaries are bound, and(6)the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counselconfirming the satisfaction of all conditions set forth in clauses (1) through (5) above.Section 9.1 With Consent of Holders of a MajorityARTICLE IXAMENDMENT, SUPPLEMENT AND WAIVERExcept as expressly stated otherwise in Section 9.2 or 9.3 hereof, and subject to Sections 6.4 and 6.7 hereof, withthe consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including,without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), (a) thisIndenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval of the lenders under the CreditAgreement party thereto) and the Collateral Agreements may be amended, supplemented or otherwise modified, and (b) anyexisting Default or Event of Default (other than a Default or Event of Default in the payment of the principal of or premium, if any,or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from an acceleration that has beenrescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject toany required approval of the lenders under the Credit Agreement party thereto) and the Collateral Agreements may be waived.106115 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 18 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...It is understood that, except as expressly stated otherwise in Section 9.2 or 9.3 hereof, Sections 4.13 and 4.14hereof may be amended, waived or modified in accordance with this Section 9.1.The terms of any document entered into pursuant to this Section 9.1 shall be subject to prior approval, if required,of any applicable Gaming Authority. To the extent required by applicable Gaming Laws, Notes held by a Disqualified Holdershall, so long as held by such a Person, be disregarded for purposes of providing consents and determining the sufficiency ofconsents under this Section 9.1.Section 9.2 With Consent of All Affected Holders of Notes or Supermajority(a) Without the consent of the Holder of each outstanding Note affected, an amendment, supplement,modification or waiver may not (with respect to Notes held by a non-consenting Holder):(1) reduce the principal amount of Notes the Holders of which must consent to an amendment,supplement, modification or waiver,(2) change the Stated Maturity on any Note,(3) reduce the principal of or any premium (including redemption premium but not including anyredemption premium payable pursuant to Section 4.13 or 4.14 hereof) on any Note,on any Note,(4) reduce the rate of or change the time for payment of Interest (or Liquidated Damages, if any)(5) waive a Default or Event of Default in the payment of principal of or premium, if any, orInterest (or Liquidated Damages, if any) on any Note (except a rescission of acceleration of the Notes by the Holders of amajority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from suchacceleration),(6) waive any redemption payment with respect to any Note (other than provisions relating to orpayments required by Section 4.13 or 4.14 hereof),(7) after the corresponding Asset Sale or Change of Control has occurred, reduce the Change ofControl Purchase Price or the Asset Sale Offer Price or alter any other provisions with respect to the redemption of theNotes required by Section 4.13 or 4.14 hereof, respectively,(8) change the coin or currency in which, the principal of or premium, if any, or Interest (orLiquidated Damages, if any) on any Note is payable,107116 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 19 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(9) impair the right to institute suit for the enforcement of payment of the principal of or premium,if any, or Interest (or Liquidated Damages, if any) on any Note on or after the Stated Maturity (or on or after theRedemption Date),(10) make any change in the provisions of this Indenture relating to waivers of past Defaults withrespect to, or the rights of Holders to receive, scheduled payments of principal of or premium, if any, or Interest (orLiquidated Damages, if any) on the Notes,(11) modify or change any provision of this Indenture affecting the ranking of the Notes or anyGuarantee in a manner adverse to the Holders of the Notes,(12) release any Guarantor from any of its obligations under its Guarantee or this Indenture otherthan in compliance with this Indenture, or(13) make any changes in the foregoing amendment, supplement and waiver provisions.(b) Notwithstanding Section 9.1, 9.2(a) or 9.3 hereof, and subject to the Intercreditor Agreement, noportion of the Collateral may be released from the Lien of the Collateral Agreements (except in accordance with the provisions ofthis Indenture and the Collateral Agreements), and none of the Collateral Agreements or the provisions of this Indenture relating tothe Collateral may be amended or supplemented, and the rights of any Holders may not be waived or modified, without, in eachcase, the consent of the Holders of at least 66 2/3% in aggregate principal amount of the then outstanding Notes.(c) The terms of any document entered into pursuant to this Section 9.2 shall be subject to prior approval,if required, of any applicable Gaming Authority.Section 9.3 Without Consent of Holders of NotesNotwithstanding Section 9.1 or 9.2 hereof, without the consent of the Holders, the Issuer, the Guarantors and theTrustee may amend, modify or supplement this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and theCollateral Agreements:(1) to cure any ambiguity, defect or inconsistency,(2) to provide for uncertificated Notes in addition to or in place of certificated Notes,(3) to provide for the assumption of any of the Issuers' or the Guarantors' obligations to Holdersin the case of a merger or consolidation or a sale of all or substantially all of the Issuers' assets in accordance with thisIndenture,108117 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www. 08/01/11 sec. gov/Archives/edgar/data/1326686/000104746905014761...18:20:48 Page 20 of 83(4) to evidence the release of any Guarantor permitted to be released under the terms of thisIndenture or to evidence the addition of any new Guarantor,(5) to comply with requirements of the Commission in order to effect or maintain the qualificationof this Indenture under the Trust Indenture Act,Notes,(6) to comply with applicable Gaming Laws, to the extent not materially adverse to holders of(7) to comply with the provisions of DTC or the Trustee with respect to the provisions of thisIndenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein,(8) to make any change that would provide any additional rights or benefits to the Holders or thatdoes not adversely affect the rights of any Holder of Notes under this Indenture, the Notes, the Guarantees, theIntercreditor Agreement, the Collateral Agreements or the Registration Rights Agreement, or(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth inthis Indenture as of the date thereof, including Section 4.7 hereof.The terms of any document entered into pursuant to this Section 9.3 shall be subject to prior approval, if required,of any applicable Gaming Authority.Section 9.4 Consent Payment; Supplemental IndenturesIn connection with any amendment, supplement, modification or waiver under this Article IX, the Issuers may,but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders,consideration for such Holder's consent to such amendment, supplement, modification or waiver.It shall not be necessary for the consent of the Holders under Section 9.1 or 9.2 hereof to approve the particularform of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.approve it.The Issuers may not sign an amendment or supplemental indenture until its respective Boards of DirectorsAfter an amendment, supplement, modification or waiver under Section 9.1 or 9.2 hereof becomes effective, theIssuers shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure ofthe Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any suchamended or supplemental Indenture or waiver.109118 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 21 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 9.5 Revocation and Effect of ConsentsUntil an amendment, supplement or waiver becomes effective (as determined by the Issuers and which may beprior to any such amendment, supplement or waiver becoming operative), a consent to it by a Holder is a continuing consent by theHolder and every subsequent Holder of a Note or a portion of a Note that evidences the same Indebtedness as the consentingHolder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder mayrevoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement oramendment becomes effective (as determined by the Issuers and which may be prior to any such amendment, supplement or waiverbecoming operative).The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holdersentitled to consent to any amendment, supplement or waiver, which record date shall be the date so fixed by the Issuersnotwithstanding the provisions of the TIA. If a record date is fixed, then notwithstanding the last sentence of the immediatelypreceding paragraph, those Persons who were Holders at such record date, and only those Persons (or their duly designatedproxies), shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after suchrecord date.After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes achange described in any of paragraphs (1) through (13) of Section 9.2 hereof, in which case, the amendment, supplement or waivershall bind only each Holder who has consented to it and every subsequent Holder of a Note or a portion of a Note that evidencesthe same Indebtedness as the consenting Holder's Note; provided, that any such waiver shall not impair or affect the right of anyHolder to receive payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on a Note, on or afterthe respective dates set for such amounts to become due and payable expressed in such Note, or to bring suit for the enforcement ofany such payment on or after such respective dates.Section 9.6 Notation on or Exchange of NotesThe Trustee may place an appropriate notation about an amendment, supplement or waiver on any Notethereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflectthe amendment, supplement or waiver.Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of suchamendment, supplement or waiver.Section 9.7 Trustee to Sign Amendments, etc.Upon the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizingthe execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to110119 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 22 of 83http://www. sec. gov/Archives/edgaridatai 1326686/000104746905014761...the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in thisSection 9.7, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless suchamended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture orotherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplementalindenture. In executing any amendment or supplemental indenture, the Trustee shall receive indemnity satisfactory to it and shallreceive and (subject to Section 7.1 hereof) be fully protected in relying upon, an Officers' Certificate and an Opinion of Counselstating that the execution of such amendment or supplemental indenture is authorized and permitted by this Indenture.Section 9.8 Compliance with Trust Indenture ActEvery amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplementalIndenture that complies with the TIA as then in effect.Section 10.1 Collateral Agreements; Security Interests.ARTICLE XCOLLATERAL AND SECURITY(a) The due and punctual payment of the principal of and premium, if any, and Interest (and LiquidatedDamages, if any) on the Notes (including Interest on the overdue principal of and premium, if any, on the Notes and Interest (to theextent permitted by law) on overdue Interest, if any (and Liquidated Damages, if any), on the Notes) when and as the same shall bedue and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, andperformance of all other Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Collateral Agreementsand the Registration Rights Agreement, shall be secured as provided in the Collateral Agreements.(b) After the Issue Date, the Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to,use commercially reasonable efforts to grant a perfected security interest in all of the Issuers' and the Subsidiaries' assets,including assets acquired after the Issue Date in accordance with the Collateral Agreements, but in any event excluding theExcluded Assets.(c) The Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, do or cause to be doneall such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the CollateralAgreements, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the CollateralAgreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and ofthe Notes secured hereby, according to the intent and purposes herein and therein expressed, including (1) using all commerciallyreasonable efforts to obtain customary consents and111120 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 23 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...waivers from landlords of premises where any of the Collateral is located, and (2) taking all commercially reasonable efforts togrant a perfected Lien on all real property owned by the Issuers and the Subsidiaries and to provide customary title insurance forthe benefit of the Trustee with respect thereto, including, without limitation, commercially reasonable efforts to cause the removalof record of all existing monetary encumbrances (other than as provided in the Collateral Agreements) such that the CollateralAgreements shall constitute a first priority Lien on all such real property, subject to Liens permitted by the Collateral Agreements.The Issuers and the Guarantors shall, and shall cause each of the Subsidiaries to, take any and all actions required to cause theCollateral Agreements to create and maintain, as security for the Obligations of the Issuers and the Guarantors under this Indenture,the Notes, the Collateral Agreements and the Registration Rights Agreement, valid and enforceable, perfected (except as expresslyprovided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all thirdPersons (other than holders of Purchase Money Indebtedness that was incurred in accordance with the provisions of Section 4.7hereof), and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing theCollateral may be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing Indebtedness outstandingpursuant to Section 4.7 hereof, but only to the extent provided in the Intercreditor Agreement.(d) Each of the Issuers and each of the Guarantors represents and warrants and covenants that it (and eachof the Subsidiaries) has executed and delivered, filed and recorded and/or shall execute and deliver, file and record, all instrumentsand documents, and has done or shall do or cause to be done all such acts and other things as are necessary to subject the Collateralto the Lien of Trustee under the Collateral Agreements. The Issuers and the Guarantors shall, and shall cause each of theSubsidiaries to, execute and deliver, file and record all instruments and do all acts and other things as may be reasonably necessaryto perfect, maintain and protect the security interests created by the Collateral Agreements and pay all filing, recording, mortgageor other taxes or fees incidental thereto.(e) The security interests in the Collateral created by the Collateral Agreements as now or hereafter ineffect shall be held by the Trustee for the equal and ratable benefit and security of the Notes without preference, priority ordistinction of any thereof over any other by reason, or difference in time, of issuance, sale or otherwise, and for the enforcement ofthe payment of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes in accordance withtheir terms.(f) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the CollateralAgreements and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release ofthe Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes anddirects the Trustee to enter into the Collateral Agreements and to perform its obligations and exercise its rights thereunder inaccordance therewith. The Issuers initially appoint the Trustee as the "Secured Party" and/or112121 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www. 08/01/11 sec. gov/Archives/edgar/data/1326686/000104746905014761...18:20:48 Page 24 of 83Trustee under the Collateral Agreements. Any successor Trustee will act as the "Secured Party" and/or Trustee under theCollateral Agreements or appoint another Person to act in such capacity.Section 10.2 Further Assurances and Security.Each of the Issuers and each of the Guarantors represents and warrants that at the time the Collateral Agreementsand this Indenture are executed, such Issuer or Guarantor (and each of the Subsidiaries) (a) shall have full right, power and lawfulauthority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, theCollateral, in the manner and form done, or intended to be done, in the Collateral Agreements, free and clear of all Liens, exceptfor Permitted Liens, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever, subjectto the terms of the Intercreditor Agreement; (b) shall execute, acknowledge and deliver to the Trustee, at the Issuers' expense, atany time and from time to time such further assignments, transfer, assurances or other instruments as may be necessary or as maybe reasonably required by the Trustee to effectuate the terms of this Indenture or the Collateral Agreements; and (c) shall at anytime and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required bythe Trustee, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the CollateralAgreements, subject to the terms of the Intercreditor Agreement.Section 10.3 Opinions.(a) The Issuers shall furnish to the Trustee promptly after the recording or filing, or re-recording orre-filing of the Collateral Agreements and other security filings, an Opinion of Counsel (who may be counsel for the Issuers)stating that in the opinion of such counsel the Collateral Agreements and other security filings have been properly recorded, filed,re-recorded or re-filed so as to make effective and perfect the security interest intended to be created thereby and reciting thedetails of such action.(b) The Issuers shall furnish to the Trustee within three months after each anniversary of the Issue Date, anOpinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken withrespect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financingstatements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens of the CollateralAgreements, subject to the terms of the Intercreditor Agreement, and reciting the details of such action or (ii) in the opinion of suchcounsel, no such action is necessary to maintain such Liens.(c) All Opinions of Counsel required by this Section 10.3 may contain qualifications, assumptions,exceptions and limitations as are appropriate for similar opinions relating to the nature of the Collateral and as are reasonablyacceptable to the Trustee.113122 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 25 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 10.4 Release of Collateral.(a) Upon the full and final payment and performance of all the Issuers' and the Guarantors' Obligationsunder this Indenture, the Notes, the Guarantees and the Collateral Agreements shall terminate, and the Liens granted thereunder onthe Collateral shall be released.(b) In addition, the Trustee shall release from the Lien created by this Indenture and the CollateralAgreements at the sole cost and expense of the Issuers:(1) Collateral that is sold, transferred, disbursed or otherwise disposed of in accordance with theprovisions of this Indenture, the Collateral Agreements and the Intercreditor Agreement; provided that the Trustee shall not releasesuch liens in the event that the transaction is subject to Section 5.1 hereof and provided further that all products and proceeds of theCollateral so sold, transferred, disbursed or otherwise disposed of shall continue to constitute Collateral;(2) Collateral that is released with the consent of the Holders of 66 2/3% of the aggregate principalamount of the outstanding Notes as provided under Article IX hereof;(3) all Collateral upon defeasance of this Indenture in accordance with Section 8.2 or 8.3 hereof ordischarge of this Indenture in accordance with Section 8.8 hereof; provided that the funds deposited with the Trustee, in trust, forthe benefit of the Holders as required by such provisions shall not be released; and(4) Collateral of a Guarantor whose Guarantee is released in accordance with this Indenture andthe Collateral Agreements;provided, in each case, that the Trustee has received all documentation required by the TIA in connection therewith. Uponcompliance with the above provisions, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments oftermination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture orthe Collateral Agreements.(b) The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impairthe security under this Indenture in contravention of the provisions hereof and of the Collateral Agreements if and to the extent theCollateral is released pursuant to the terms of this Indenture and the Collateral Agreements.(c) For purposes of Section 10.4(a) hereof, any certificate or opinion required by TIA § 314(d) may bemade by an Officer of the Issuer, except in cases where TIA § 314(d) requires that such certificate or opinion be made by anindependent person, which person shall be an independent engineer, appraiser or other expert selected or approved by the Trusteein the exercise of reasonable care. A person is "independent" if such person (i) is in fact independent, (ii) does not have any directfinancial interest or any material indirect financial interest in the Issuers or in any Affiliate of the Issuers and114123 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 26 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(iii) is not an officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any ofthe foregoing for the Issuer. The Trustee shall be entitled to receive and conclusively rely upon a certificate provided by any suchperson confirming that such person is independent within the foregoing definition.(d) Notwithstanding anything contained in this Indenture to the contrary, (i) the proviso of Section 10.4(a)of this Indenture shall not be applicable to any release or withdrawal of inventory, receivables and cash from the Issuers' depositaccounts in the ordinary course of the Issuers' business pursuant to the terms of the Collateral Agreements and (ii) the fair value ofinventory, receivables and cash from the Issuers' deposit accounts released pursuant to this Section 10.4 need not be considered indetermining whether the aggregate fair value of inventory, receivables and cash from the Issuers' deposit accounts released in anycalendar year exceeds the 10% threshold specified in TIA § 314(d)(1).Section 10.5 Certificates of the Issuer.The Issuers shall furnish to the Trustee, prior to each proposed release of Collateral, all documents required byTIA § 314(d). The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence ofcompliance with the foregoing provisions the appropriate statements contained in such instruments. Any certificate or opinionrequired by TIA § 314(d) may be made by an Officer of each of the Issuers, except in cases where TIA § 314(d) requires that suchcertificate or opinion be made by an independent engineer, appraiser or other expert within the meaning of TIA § 314(d).Section 10.6 Authorization of Actions to be Taken by the Trustee Under the Collateral AgreementsSubject to compliance with any applicable Gaming Laws and to the terms of the Intercreditor Agreement, theTrustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deemsreasonably necessary or appropriate in order to (a) enforce any of the terms of the Collateral Agreements and (b) collect andreceive any and all amounts payable in respect of the Obligations of the Issuers and the Guarantors under this Indenture, the Notes,the Guarantees, the Collateral Agreements and the Registration Rights Agreement. Subject to the terms of the IntercreditorAgreement, and to the extent permitted by this Indenture or the Collateral Agreements, the Trustee shall have the power to instituteand to maintain such suits and proceedings as it may reasonably deem expedient to prevent any impairment of the Collateral by anyacts that may be unlawful or in violation of the Collateral Agreements or this Indenture, and such suits and proceedings as theTrustee may reasonably deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral(including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative orother governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliancewith, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders orthe Trustee).115124 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 27 of 83http://wwvv.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 10.7 Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements.The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the CollateralAgreements, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and theCollateral Agreements, subject to the terms of the Intercreditor Agreement.Section 11.1 GuaranteesARTICLE XIGUARANTEESBy its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits fromthe Issuers and that such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation,such substantial benefits and services. Accordingly, subject to the provisions of this Article XI, each Guarantor, including presentand future Subsidiaries (other than any Excluded Foreign Subsidiaries, except to the extent required by Section 4.15 hereof) herebyjointly and severally, irrevocably and unconditionally guarantees on a senior secured basis to the Trustee for the benefit of theHolders and to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) (A) theprincipal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes shall be duly and punctually paid infull when due, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer orotherwise, (B) Interest on overdue principal of and premium, if any, and (to the extent permitted by law) Interest on any Interest, ifany (and Liquidated Damages, if any), on the Notes shall be promptly paid in full, and (C) all other Obligations of the Issuers to theHolders or the Trustee under the Notes, this Indenture, the Collateral Agreements and the Registration Rights Agreement(including fees, expenses or otherwise) shall be duly and punctually paid in full when due and performed, all in accordance withthe terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such otherObligations, the same shall be duly and punctually paid in full when due and performed in accordance with the terms of theextension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control Offer, an AssetSale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 hereof(such Obligations guaranteed by the Guarantors, collectively, the "Guarantee Obligations").Subject to the provisions of this Article XI, each Guarantor hereby agrees that its Guarantee hereunder shall beunconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture, the Collateral Agreements or theRegistration Rights Agreement or the absence of any action to enforce the same, any waiver or consent by any Holder with respectto any thereof, any releases of the Collateral, the entry of any judgment against any of the Issuers, any action to enforce the same orany other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantorhereby waives and relinquishes116125 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 28 of 83with respect to its Guarantee Obligations: (a) any right to require the Trustee, the Holders or the Issuers (each, a "Benefited Party")to proceed against the Issuers, the Subsidiaries or any other Person or to proceed against or exhaust any security held by aBenefited Party at any time or to pursue any other remedy in the Trustee's power before proceeding against the Guarantors; (b) anydefense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failureof a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of anyother Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture); (d) anydefense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against theGuarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a suretymust be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising becauseof a Benefited Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) ofthe Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of theBankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided in the Guarantees, the Guarantees shall notbe discharged except by payment in full of all Guarantee Obligations, including the principal of and premium, if any, and Interest(and Liquidated Damages, if any) on the Notes and all other costs provided for under this Indenture or as provided in Article VIII.If any Holder or the Trustee is required by any court or otherwise to return to either the Issuers or the Guarantors,or any trustee or similar official acting in relation to either the Issuers or the Guarantors, any amount paid by the Issuers or theGuarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force andeffect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect ofany Guarantee Obligations hereby until payment in full of all such Guarantee Obligations. Each Guarantor agrees that, as betweenit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations may be accelerated asprovided in Article VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing suchacceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of the Obligations as provided inArticle VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by suchGuarantor for the purpose of the Guarantee.Section 11.2 Execution and Delivery of GuaranteesTo evidence the Guarantees set forth in Section 11.1 hereof, each of the Guarantors agrees that (a) a notation ofthe Guarantees substantially in the form included in Exhibit A hereto shall be endorsed on each Note authenticated and deliveredby the Trustee and (b) a supplemental indenture substantially in the form of Exhibit E hereto shall be executed on behalf of each ofthe Guarantors by an Officer thereof in accordance with Section 11.4 hereof.117Each of the Guarantors agrees that the Guarantees set forth in this Article XI shall remain in full force and effectand shall apply to all of the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantees.If an Officer whose signature is on a Note or a notation of Guarantee no longer holds that office at the time theTrustee authenticates the Note on which the Guarantees are endorsed, the Guarantees shall be valid nevertheless.The delivery of any Note by the Trustee, after the authentication thereof, shall constitute due delivery of theGuarantees set forth in this Indenture on behalf of the Guarantors.Section 11.3 Guarantors May Consolidate, etc., on Certain Terms(a)Nothing contained in this Section 11.3 shall prevent any consolidation or merger of any Guarantor with or into any other Guarantoror with or into any Issuer; provided however, that such consolidation or merger shall otherwise comply with this Indenture. Uponany such consolidation or merger, the Guarantee of the Guarantor that does not survive the consolidation or merger shall no longerbe of any force or effect.(b)Except for a transaction in which a Guarantor is sold and its Guarantee is released in compliance with the provisions ofSection 11.5 hereof or any consolidation or merger of any Guarantor with or into any other Guarantor or with or into any Issuer, noGuarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless,subject to the provisions of the following paragraph and the other provisions of this Indenture and the Collateral Agreements:126 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 29 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(1)the Person formed by, resulting from or surviving any such consolidation or merger (if other than such Guarantor):(A)expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonablysatisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior secured basis, all ofsuch Guarantor's Obligations under such Guarantor's Guarantee, this Indenture and the Registration Rights Agreement onthe terms set forth in this Indenture and grants a security interest in and/or pledges the collateral owned by such Person tosecure such Obligations on the terms set forth in the Collateral Agreements, and(B)delivers to the Trustee an Opinion of Counsel that such supplemental indenture and Guarantee and the CollateralAgreements have been duly authorized, executed and delivered and that each of the supplemental indenture, theGuarantee, this Indenture, the Registration Rights Agreement and the Collateral Agreements constitutes a legal, valid,binding and enforceable obligation of such Person, in each case subject to customary qualifications; and118127 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 30 of 83(2) immediately before and immediately after giving effect to such transaction on a pro formabasis, no Default or Event of Default shall have occurred or be continuing.(c)In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture,executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees endorsed upon theNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by suchGuarantor, such successor corporation shall succeed to and be substituted for such Guarantor with the same effect as if it had beennamed herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Guarantees to beendorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to theTrustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as theGuarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees hadbeen issued at the date of the execution hereof.(d)The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers' Certificate as conclusive evidence that anysuch consolidation or merger, and any such assumption of Guarantee Obligations, comply with the provisions of this Section 11.3.Such Officers' Certificate shall comply with the provisions of Section 12.5 hereof.Section 11.4 Guarantee by Future SubsidiariesThe Issuers shall cause each of the existing and future Subsidiaries to:(i)execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto and a guaranteesubstantially in the form included in Exhibit A hereto, pursuant to which such Subsidiary shall unconditionally guarantee on asenior secured basis, all of the Issuers' Obligations under the Notes and this Indenture on the terms set forth in this Indenture,(ii)execute a security agreement and other Collateral Agreements necessary or reasonably requested by the Trustee to grant, and grant,the Trustee a valid, enforceable, perfected Lien on the Collateral described therein,(iii)execute a signature page to the Registration Rights Agreement, and(iv)deliver to the Trustee an Opinion of Counsel that such supplemental indenture, guarantee, Collateral Agreements and theRegistration Rights Agreement have been duly authorized, executed and delivered by such Subsidiary and that each of suchsupplemental Indenture, such Guarantee, this Indenture, the Registration Rights Agreement and such Collateral Agreementsconstitutes a legal, valid, binding and enforceable obligation of such Subsidiary, in each case subject to customary qualificationsincluding exceptions for bankruptcy, fraudulent transfer and equitable principles.119128 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 31 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture.Section 11.5 Release of GuarantorsNotwithstanding Section 11.3(b) hereof, upon:(a)the sale or disposition (including by merger or sale or transfer of all of the Equity Interests, except as provided in Article V) of aGuarantor (as an entirety) to a Person which is not and is not required to become a Guarantor,(b)the designation of a Subsidiary that is a Guarantor as an Unrestricted Subsidiary, or(c)the liquidation or dissolution of a Guarantor, which transaction is otherwise in compliance with this Indenture (including, withoutlimitation, Section 4.13 hereof),such Guarantor shall be deemed released from its Obligations under its Guarantee, the Registration RightsAgreement and the Collateral Agreements; provided, however,that any such termination shall occur only to the extent that (i) all obligations of such Guarantor under all of its guarantees of, andunder all of its pledges of assets or other security interests which secure, any of the Indebtedness of the Issuers or any Indebtednessof any other Subsidiaries shall also terminate upon such release, sale or transfer, and (ii) none of the Equity Interests of suchGuarantor are pledged for the benefit of any holder of any of the Issuers' Indebtedness or any Indebtedness of any of theSubsidiaries.The Trustee, subject to the provisions of Section 12.4 hereof, shall receive an Officers' Certificate as conclusiveevidence that such sale or other disposition or that such designation was made by the Issuers in accordance with the provisions ofthis Indenture. Except as provided in Section 11.3(a) hereof, any Guarantor not released from its obligations under its Guaranteeshall remain liable for the full amount of principal of and premium, if any, and Interest (and Liquidated Damages, if any) on theNotes and for the other Guarantee Obligations as provided in this Article XI.Notwithstanding the foregoing provisions of this Article XI, (i) any Guarantor whose Guarantee would otherwisebe released pursuant to the provisions of this Section 11.5 may elect, at its sole discretion, by written notice to the Trustee, tomaintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee(which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiarywhich is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which electionmay be conditional or for a limited period of time).120129 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 32 of 83Section 11.6 Limitation of Guarantor's Liability; Certain Bankruptcy Events(a)Each Guarantor, and by its acceptance of Notes each Holder, hereby confirms that it is the intention of all such parties that theGuarantee Obligation of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposesof any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal orstate law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the GuaranteeObligations of such Guarantor under this Article XI shall be limited to the maximum amount as will, after giving effect to all othercontingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalfof any other Guarantor in respect of the Guarantee Obligations of such other Guarantor under this Article XI, result in theGuarantee Obligations of such Guarantor under the Guarantee of such Guarantor not constituting a fraudulent transfer orconveyance.(b)Each Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of theinsolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Issuers, such Guarantor shall not file (or join in anyfiling of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily)execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether underSection 362 or 105 of the Bankruptcy Law or otherwise.Section 11.7 Application of Certain Terms and Provisions to the Guarantors(a)For purposes of any provision of this Indenture which provides for the delivery by any Guarantor of an Officers' Certificate and/oran Opinion of Counsel, the definitions of such terms in Section 1.1 hereof shall apply to such Guarantor as if references therein tothe Issuers were references to such Guarantor.(b)Any request, direction, order or demand which by any provision of this Indenture is to be made by any Guarantor, shall besufficient if evidenced as described in Section 12.2 hereof as if references therein to the Issuers were references to such Guarantor.(c)Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or bythe Holders to or on any Guarantor may be given or served as described in Section 12.2 hereof as if references therein to theIssuers were references to such Guarantor.(d)Upon any demand, request or application by any Guarantor to the Trustee to take any action under this Indenture, such Guarantorshall furnish to the Trustee such certificates and opinions as are required in Section 12.4 hereof as if all references therein to theIssuers were references to such Guarantor.121130 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 33 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Section 12.1 Trust Indenture Act ControlsARTICLE XIIMISCELLANEOUSIf any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA § 318(c), theimposed duties shall control.Section 12.2 NoticesAny notice or communication by the Issuers or the Trustee to the other is duly given if in writing and (a)delivered in Person, (b) mailed by first class mail (registered or certified, return receipt requested), (c) transmitted by facsimile ortelecopy mechanism (providing confirmation of transmission) or (d) sent by overnight courier guaranteeing next day delivery (andproviding proof of delivery), to the others' address:If to any of the Issuersor the Guarantors:with copies (whichshall not constitutenotice) to:If to the Trustee:155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Chief Executive OfficerFacsimile No.: (702) 739-7783Kummer Kaempfer Bonner & Renshaw3800 Howard Hughes Parkway7 th FloorLas Vegas, Nevada 89109Attn: Michael Bonner, Esq.Facsimile No.: (702) 796-7181The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, California 90017Attention: Corporate Trust AdministrationFacsimile No.: (213) 630-6298The Issuers or the Trustee, by notice to the other, may designate additional or different addresses for subsequentnotices or communications.All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) atthe time delivered, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid; (iii) whentransmission122131 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 34 of 83is confirmed, if sent by facsimile or telecopy mechanism; and (iv) the next Business Day after timely delivery to the courier, if sentby overnight courier guaranteeing next day delivery.Any notice or communication to a Holder shall be (a) mailed by first class mail, certified or registered, returnreceipt requested, or (b) sent by overnight courier guaranteeing next day delivery (and providing proof of delivery) to its addressshown on the register kept by the Registrar. Any notice or communication shall also be so mailed or sent to any Person describedin TIA § 313(c), to the extent required by the TIA. Failure to give a notice or communication to a Holder or any defect in it shallnot affect its sufficiency with respect to other Holders.If a notice or communication is given in the manner provided above within the time prescribed, it is duly given,whether or not the addressee receives it.the same time.If the Issuers give a notice or communication to Holders, they shall give a copy to the Trustee and each Agent atSection 12.3 Communication by Holders of Notes with Other Holders of NotesHolders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under thisIndenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).Section 12.4 Certificate and Opinion as to Conditions PrecedentUpon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuersshall furnish to the Trustee:(a)an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth inSection 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in thisIndenture relating to the proposed action have been satisfied; and(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth inSection 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.Section 12.5 Statements Required in Certificate or OpinionEach certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture(other than a certificate provided pursuant to TIA § 314(a)(4)) shall include:123132 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 35 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(a)a statement that the Person making such certificate or opinion has read such covenant or condition;(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained insuch certificate or opinion are based;(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable himor her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied;provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificate ofpublic officials.Section 12.6 Rules by Trustee and AgentsThe Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agentmay make reasonable rules and set reasonable requirements for its functions.Section 12.7 No Personal Liability of Directors, Officers, Employees and StockholdersNo direct or indirect stockholder, employee, member, manager, officer or director, as such, past, present orfuture of the Issuers, the Guarantors or any successor entity shall have any personal liability in respect of the Issuers' obligations orthe obligations of the Guarantors under this Indenture, the Notes, the Guarantees, the Registration Rights Agreement, theIntercreditor Agreement or the Collateral Agreements solely by reason of his, her or its status as such stockholder, member,manager, employee, officer or director, except that this provision shall in no way limit the obligation of the Issuers or the obligationof any Guarantor pursuant to any Guarantee.Section 12.8 GOVERNING LAW; WAIVER OF JURY TRIALTHIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B);PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY, ENFORCEMENTOF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANY REAL PROPERTY COLLATERAL, THEGOVERNING LAW MAY BE THE LAWS OF THE JURISDICTIONS WHERE SUCH124133 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 36 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...COLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANYLEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONCONTEMPLATED HEREBY.Section 12.9 No Adverse Interpretation of Other AgreementsThis Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or theSubsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.Section 12.10 SuccessorsExcept as otherwise provided in Section 11.5 hereof, all agreements of the Issuers and the Guarantors in thisIndenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.Section 12.11 SeverabilityIn case any one or more of the provisions of this Indenture or in the Notes or in the Guarantees shall be heldinvalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision inevery other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that allof the provisions hereof shall be enforceable to the full extent permitted by law.Section 12.12 Counterpart OriginalsThe parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all ofthem together represent the same agreement.Section 12.13 Table of Contents, Headings, Etc.The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted forconvenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of theterms or provisions hereof.Section 12.14 Intercreditor AgreementSo long as the Intercreditor Agreement is in effect, the rights, obligations and remedies of the parties shall besubject thereto. This Indenture shall not impose any obligation or grant any right to any party to the extent that such obligation orright is inconsistent or conflicts with the Intercreditor Agreement. This Section 12.14 is for the125134 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 37 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...benefit of the Holders and the Trustee, and none of the Issuers or Guarantors shall be third party beneficiaries hereof.Section 12.15 Force Ma 'eureIn no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligationshereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, workstoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, andinterruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understoodthat the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resumeperformance as soon as practicable under the circumstances.Section 12.16 Applicable Gaming LawsNotwithstanding any provisions of this Indenture to the contrary, each of the Issuers, the Trustee and the Holdersof the Notes shall be subject to compliance with, and the restrictions and requirements of, applicable Gaming Laws.[signature pages follow]126135 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 38 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...SIGNATURESIN WITNESS WHEREOF, the parties hereto have executed this Indenture as of the date first written above.Issuers:155 East Tropicana, LLCBy: Is/ Neil G. KieferName: Neil G. KieferTitle: Chief Executive Officer155 East Tropicana Finance Corp.By: /s/ Neil G. KieferName: Neil G. KieferTitle: President136 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 39 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Trustee:The Bank of New York Trust Company, N.A.By: /s/ Sandee ParksName: Sandee ParksTitle: Vice President137 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 40 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...EXHIBIT A[FORM OF NOTE]155 East Tropicana, LLCand155 East Tropicana Finance Corp.83/1% [Series A] [Series B](1) Senior Secured Note due 2012CUSIP:No.ISIN:155 East Tropicana, LLC, a Nevada limited-liability company (the "Company"), and 155 East Tropicana Finance Corp., aNevada corporation ("Finance Corp." and, together with the Company, the "Issuers," which term includes any successors to any ofsuch persons under the Indenture), for value received, hereby promise to pay to Cede & Co., or registered assigns, the principalsum of Dollars, on April 1, 2012.Interest Payment Dates: April 1 and October 1, commencing October 1, 2005.Interest Record Dates: March 15 and September 15.Reference is made to the further provisions of this Note on the reverse side, which shall, for all purposes, have the sameeffect as if set forth at this place.Upon request, the Issuers shall promptly make available to a Holder of this Note information regarding the issue price, theamount of original issue discount, if any, the issue date, and the yield to maturity of this Note. Holders should contact 155 EastTropicana, LLC, 115 East Tropicana Avenue, Las Vegas, Nevada 89109 Attention: Secretary.(1) Series A should be replaced with Series B in the Exchange Notes.A-1138 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 41 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...IN WITNESS WHEREOF, each of the Issuers has caused this instrument to be duly executed.155 East Tropicana, LLC,a Nevada limited-liability companyBy:By:Name:Title:Name:Title:155 East Tropicana Finance Corp.,a Nevada corporationBy:By:Name:Title:Name:Title:139 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 42 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...TRUSTEE'S CERTIFICATE OF AUTHENTICATIONThis is one of the Notes described in the within-mentioned Indenture.The Bank of New York Trust Company, N.A.By:Authorized SignatoryDated:140 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 43 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(Reverse of Note)8 %% [Series A] [Series 13](2) Senior Secured Note due 2012[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOTTRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKESUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THISGLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THEINDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANTTO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSORDEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.](3)[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTEMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,OR BY A NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYOR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCHSUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVEOF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERSOR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATEISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY ANAUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHERENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OROTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](4)[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS ANDPROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (ASDEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION STEMPORARY GLOBAL NOTE SHALL BE(2) Series A should be replaced with Series B in the Exchange Notes.(3) To be included only on Global Notes deposited with DTC as Depositary.(4) To be included only on Global Notes deposited with DTC as Depositary.1141 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 44 of 83http://www. sec.gov/Archives/edgar/datail 326686/000104746905014761...ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDSTHIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THISNOTE.](5)[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCEHEREOF (1) REPRESENTS THAT (X) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144AUNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN ANOFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT ISAN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR(7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFERSUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTERBE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTEDSECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATEHEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNEROF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANYSUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLAREDEFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALEPURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THATPURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TOWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THESECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THEUNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO ANINSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OFRULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FORTHE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES ANDNOT WITH A VIEW TO, OR FOR OFFER OR SALE(5) To be included only on Reg S Temporary Global Notes.2142 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 45 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TOANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFERPURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THEFOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY ISCOMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCEWITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.](6)Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unlessotherwise indicated.1. Interest. 155 East Tropicana, LLC, a Nevada limited-liability company (the "Company"), and 155 EastTropicana Finance Corp., a Nevada corporation ("Finance Corp." and, together with the Company, the "Issuers," which termincludes any successors to any of such persons under the Indenture), promises to pay Interest on the principal amount of this Noteat 8 34% per annum from the Issue Date until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4of the Registration Rights Agreement referred to below. The Issuers shall pay Interest and Liquidated Damages, if any,semi-annually on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding BusinessDay (each an "Interest Payment Date"). The first Interest Payment Date shall be October 1, 2005. Interest on the Notes shallaccrue from the most recent date to which Interest has been paid or, if no Interest has been paid, from the Issue Date; provided thatif there is no existing Default in the payment of Interest, and if this Note is authenticated between an Interest Record Date (asdefined below) referred to on the face hereof and the next succeeding Interest Payment Date, Interest shall accrue from such nextsucceeding Interest Payment Date. The Issuers shall pay Interest (including Accrued Bankruptcy Interest in any proceeding underany Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes thenin effect, and shall pay Interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdueinstallments of Interest (and Liquidated Damages, if any) without regard to any applicable grace periods from time to time ondemand at the same rate to the extent lawful. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-daymonths.2. Method of Payment. The Issuers shall pay Interest and Liquidated Damages, if any, on the Notes to the Personswho are registered Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest PaymentDate (each an "Interest Record Date"), even if such Notes are cancelled after such(6) To be included only on Transfer Restricted Notes.3143 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 46 of 83Interest Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respectto Defaulted Interest. The Notes will be payable as to principal, premium, if any, Interest and Liquidated Damages, if any, at theoffice or agency of the Issuers maintained within the City and State of New York for such purpose, or, at the option of the Issuers,payment of Interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in theregister of Holders, provided,that payment by wire transfer of immediately available funds to an account within the United States shall be required with respectto principal of and premium, if any, Interest and Liquidated Damages, if any, on all Global Notes. Such payment shall be in suchcoin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.3. Paying Agent and Registrar. Initially, The Bath of New York Trust Company, N.A., the Trustee under theIndenture, shall act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to anyHolder. The Issuers or any of the Subsidiaries may act in any such capacity.4. Indenture. The Issuers issued the Notes under an Indenture, dated as of the Issue Date (as it may be amended orsupplemented from time to time, the "Indenture"), by and among the Issuers, the Guarantors party thereto and the Trustee. Theterms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust IndentureAct of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms, and Holders arereferred to the Indenture and the TIA for a statement of such terms.The Obligations under the Indenture, the Notes and the Guarantees thereof are secured by the Collateral described in theCollateral Agreements, subject to the provisions of such agreements. Holders are referred to the Collateral Agreements for astatement of such terms.5. Optional Redemption.(a)The Issuers shall not have the right to redeem any Notes prior to April 1, 2009 (other than with the Net Cash Proceeds of aQualified Equity Offering, as provided in Section 5(b) hereof). The Notes shall be redeemable for cash at the Issuers' option, inwhole or in part, at any time and from time to time, on or after April 1, 2009 at the following redemption prices (expressed aspercentages of the principal amount) if redeemed during the 12-month period commencing April 1 of the years indicated below, ineach case together with accrued and unpaid Interest (and Liquidated Damages, if any) to the date of redemption of the Notes (the"Redemption Date"):4144 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 47 of 83hftp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...YearPercentage2009 104.375%2010 102.188%2011 and thereafter 100.000%(b)At any time on or prior to April 1, 2008, upon a Qualified Equity Offering, up to 35% of the aggregate principal amount of theNotes originally issued pursuant to the Indenture may be redeemed at the Issuers' option within 90 days of such Qualified EquityOffering, with cash received by the Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption priceequal to 108 34% of principal amount thereof, together with accrued and unpaid Interest (and Liquidated Damages, if any) to theRedemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principalamount of the Notes originally issued pursuant to the Indenture on the Issue Date remain outstanding.(c)Notice of redemption shall be mailed, by first class mail, at least 30 days but not more than 60 days before the Redemption Datepursuant to Sections 5(a) and 5(b) to each Holder whose Notes are to be redeemed at its registered address, and any suchredemption shall be made pursuant to the procedures required by the Indenture. Notes in denominations larger than $1,000 may beredeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and afterthe Redemption Date, Interest (and Liquidated Damages, if any) cease to accrue on Notes or portions thereof called for redemptionunless the Issuers default in such payments due on the Redemption Date.6. Mandatory Redemption. The Issuers shall not be required to make any mandatory redemption payments withrespect to the Notes (except for any offer to repurchase Notes that the Issuers are required to make as described in Section 8hereof). The Notes shall not have the benefit of any sinking fund.7. Regulatory Redemption. Notwithstanding any other provisions hereof, if any Gaming Authority requires that aHolder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable Gaming Law and suchHolder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requestedto do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such Holder or suchbeneficial owner is not so licensed, qualified or found suitable, the Issuers shall have the right, at the Issuers' option, (1) to requiresuch Holder or beneficial owner to dispose of such Holder's or beneficial owner's Notes within 30 days of receipt of notice of suchfinding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority or (2) to call for theredemption (a "Regulatory Redemption") of the Notes of such Holder or beneficial owner at the principal amount thereof or, ifrequired by such Gaming Authority, the lesser of (a) the price at which such Holder or beneficial owner acquired the Notes, and(b) the fair market value of such Notes on the date of redemption, together with, in either case, accrued and unpaid Interest (and, if5145 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 48 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...permitted by such Gaming Authority, Liquidated Damages) to the earlier of the date of redemption or such earlier date as may berequired by such Gaming Authority or the date of the finding of unsuitability by such Gaming Authority, which may be less than30 days following the notice of redemption, if so ordered by such Gaming Authority. The Issuers are not required to pay orreimburse any Holder or beneficial owner of the Notes for the expenses of any such Holder or beneficial owner related to theapplication for any license, qualification or finding of suitability in connection with a Regulatory Redemption. Such expenses ofany such Holder or beneficial owner shall, therefore, be the obligation of such Holder or beneficial owner.Immediately upon the imposition of a requirement to dispose of the Notes by a Gaming Authority, such Holder orbeneficial owner shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly orindirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes, or (ii) to receive anyremuneration in any form with respect to the Notes from the Issuers or the Trustee, except the redemption price.8. Offers to Purchase.(a) Change of Control. In the event that a Change of Control has occurred, each Holder of Notes shallhave the right, at such Holder's option, pursuant to an offer by the Issuers (subject only to conditions required by applicable law, ifany) (the "Change of Control Offer"), to require the Issuers to repurchase all or any part of such Holder's Notes (provided, that theprincipal amount of such Notes must be $1,000 or an integral multiple thereof), at a cash price equal to 101% of the principalamount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid Interest (and Liquidated Damages, ifany) to the Change of Control Purchase Date (as defined below).In order to effect the Change of Control Offer, the Issuers shall, not later than the 30 th day after the occurrence ofthe Change of Control, mail to each Holder of Notes notice of the Change of Control Offer (the "Change of Control Notice"),describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on a date (the"Change of Control Purchase Date") that is no earlier than 30 days and no later than 60 days after the date the Change of ControlNotice is mailed, pursuant to the procedures required by the Indenture and described in the Change of Control Notice.On or before the Change of Control Purchase Date, the Issuers shall: (i) accept for payment Notes or portionsthereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent cash in an amount sufficientto pay the Change of Control Purchase Price, together with accrued and unpaid Interest (and Liquidated Damages, if any) to theChange of Control Purchase Date of all Notes so tendered, and (iii) deliver to the Trustee the Notes so accepted together with anOfficers' Certificate listing the Notes or portions thereof being purchased by the Issuers. The Paying Agent promptly shall payeach Holder of Notes so accepted an amount equal to the Change of Control Purchase Price, together with accrued and unpaidInterest (and Liquidated Damages, if any) to the Change of Control Purchase Date, and the Trustee6146 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 49 of 83http://www.sec.gov/Archives/edgar/datail 326686/000104746905014761...promptly shall authenticate and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion ofthe Note surrendered. Any Notes not so accepted shall be delivered promptly by the Issuers to the Holder thereof. The Issuersshall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of ControlPurchase Date.(b) Asset Sale. Subject to certain exceptions set forth in the Indenture, the Issuers shall not and theGuarantors shall not, and neither the Issuers nor the Guarantors shall permit any of the Subsidiaries to, in one or a series of relatedtransactions, make any Asset Sale unless: (i) at least 75% of the total consideration for such Asset Sale or series of related AssetSales consists of cash or Cash Equivalents, and (ii) the Board of Directors of the applicable Issuer determines in reasonable goodfaith that such Issuer or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale. For purposes of clause(i) of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of anyIndebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the Notes and theGuarantees) of the Issuers or such Subsidiary that are assumed by the transferee of any such assets so long as the documentsgoverning such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to suchliabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Issuers orany such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after theconsummation of such Asset Sale, provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributableto the original Asset Sale for which such property was received.Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount"), if used,shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or(ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of arevolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or(b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition ofa Person in a Related Business which immediately following such acquisition becomes a Guarantor) which in the reasonable goodfaith judgment of the applicable Issuer's Board of Directors will immediately constitute or be a part of a Related Business of theIssuers or such Guarantor (if it continues'to be a Guarantor) immediately following such transaction (such assets or property the"Related Business Assets"); or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used asfollows: (1) first, to the extent not prohibited by the Credit Agreement, the Issuers shall use such Net Cash Proceeds to the extentnecessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to theextent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining NetCash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c).7147 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 50 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of theimmediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth inclause (1) or (2) of the immediately preceding paragraph shall constitute "Excess Proceeds." Pending the final application of anyNet Cash Proceeds, the Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for generalcorporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuersmay not use the Net Cash Proceeds (x) to make Restricted Payments other than Restricted Payments that are solely RestrictedInvestments or (y) to make Permitted Investments pursuant to clause (a) of the definition thereof. When the Excess Proceeds equalor exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a paritywith the Notes and with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceedsfrom such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (the "Asset SaleOffer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an originalissue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest (and Liquidated Damages, if any) to theAsset Sale Purchase Date. In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of the 360-day periodfollowing the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer (the"Asset Sale Notice"), offering to purchase the Notes on a date (the "Asset Sale Purchase Date") that is no earlier than 30 days andno later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture anddescribed in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the ExcessProceeds (the "Asset Sale Offer Amount") plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) tothe purchase of all Indebtedness properly tendered in the Asset Sale Offer (on apro rata basis if the Asset Sale Offer Amount isinsufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (andLiquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes and such other pailpassuIndebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remainingNet Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer in accordancewith the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero.9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of$1,000 and integral multiples of $1,000. The transfer of Notes may be registered, and Notes may be exchanged, as provided in theIndenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements andtransfer documents, and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for theunredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notesfor a period of 15 days before any mailing of a notice of redemption of Notes to be redeemed8148 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 51 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...or during the period between an Interest Record Date and the corresponding Interest Payment Date.10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.11. Amendment, Supplement, Modification and Waiver.(a)Subject to certain exceptions, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notesthen outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchangeoffer for, the Notes), (i) the Indenture, the Notes, the Guarantees, the Intercreditor Agreement (subject to any required approval ofthe lenders under the Credit Agreement party thereto) and the Collateral Agreements may be amended, supplemented or otherwisemodified, and (ii) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principalof or premium, if any, or Interest (or Liquidated Damages, if any) on the Notes, except a payment default resulting from anacceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes, the Guarantees, theIntercreditor Agreement (subject to any required approval of the lenders under the Credit Agreement party thereto) and theCollateral Agreements may be waived.(b)Without the consent of the Holders, the Issuers, the Guarantors and the Trustee may amend, modify or supplement the Indenture,the Notes, the Guarantees, the Intercreditor Agreement and the Collateral Agreements to cure any ambiguity, defect orinconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption ofany of the Issuers' or the Guarantors' obligations to Holders in the case of a merger or consolidation or a sale of all or substantiallyall of the Issuers' assets in accordance with the Indenture; to evidence the release of any Guarantor permitted to be released underthe terms of the Indenture or to evidence the addition of any new Guarantor; to comply with requirements of the Commission inorder to effect or maintain the qualification of the Indenture under the TIA; to comply with applicable Gaming Laws, to the extentnot materially adverse to holders of Notes; to comply with the provisions of DTC or the Trustee with respect to the provisions ofthe Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests therein; to make any change thatwould provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder of Notesunder the Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the Collateral Agreements or the Registration RightsAgreement; or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of thedate thereof, including Section 4.7 thereof(c)Notwithstanding the foregoing, and subject to the Intercreditor Agreement, no portion of the Collateral may be released from theLien of the Collateral Agreements (except in accordance with the provisions of the Indenture and the Collateral Agreements), andnone of the Collateral Agreements or the provisions of this Indenture relating to the Collateral may be amended or supplemented,and the rights of any Holders9149 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 52 of 83may not be waived or modified, without, in each case, the consent of the Holders of at least 66 2/3% in aggregate principal amountof the then outstanding Notes.12. Defaults and Remedies. Each of the following constitutes an Event of Default: (a) the Issuers' failure to payany installment of Interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and thecontinuance of any such failure for 30 days, (b) the Issuers' failure to pay all or any part of the principal of or premium, if any, onthe Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, withoutlimitation, payment of the Change of Control Purchase Price, or the Asset Sale Offer Price, on Notes validly tendered and notproperly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable, (c) the Issuers' failure or the failureby any of the Guarantors or any of the Subsidiaries to observe or perform any other covenant or agreement contained in the Notesor the Indenture and, except for the provisions under Sections 4.9, 4.13, 4.14 and Article V of the Indenture, the continuance ofsuch failure for a period of 30 days after the earlier of written notice to the Issuers by the Trustee or written notice to the Issuersand the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding, (d) the cessation ofsubstantially all gaming operations of the Issuers and the Subsidiaries, taken as a whole, for more than 90 days, except as a result ofan Event of Loss, (e) any revocation, suspension, expiration (without previous or concurrent renewal) or loss of any GamingLicense of any of the Issuers or any Subsidiary for more than 90 days, (f) a default occurs (after giving effect to any waivers,amendments, applicable grace periods or any extension of any maturity date) in the Issuers' Indebtedness or the Indebtedness ofany of the Subsidiaries with an aggregate amount outstanding in excess of $5,000,000 (x) resulting from the failure to pay principalof such Indebtedness at maturity, or (y) if as a result of such default, the maturity of such Indebtedness has been accelerated priorto its stated maturity, (g) final unsatisfied judgments not covered by insurance aggregating in excess of $5,000,000 at any one timerendered against the Issuers or any of the Subsidiaries and not stayed, bonded or discharged within 60 days after their entry, (h) anyGuarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void(other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligationsunder its Guarantee or the Collateral Agreements, (i) any failure to comply with any material agreement or material covenant in, orany breach of a material representation under, the Collateral Agreements and such failure or breach shall continue for a period of30 days, (j) any of the Collateral Agreements at any time for any reason ceases to be in full force and effect, or is declared null andvoid, or shall cease to be effective in all material respects to give the Trustee the Liens with the priority purported to be createdthereby (subject to the Intercreditor Agreement) subject to no other Liens (in each case, other than as expressly permitted by theIndenture and the applicable Collateral Agreement, or by reason of the termination of the Indenture or the applicable CollateralAgreement in accordance with its terms), (k) a court having jurisdiction in the premises enters a decree or order for (A) relief inrespect of any of theIssuers, any of the Guarantors or any of their Significant Subsidiaries in an involuntary case under any applicable Bankruptcy Lawnow or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official ofany of the Issuers, any of the Guarantors or any of their Significant10150 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 53 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Subsidiaries or for all or substantially all of the property and assets of any of the Issuers, any of the Guarantors or any of theirSignificant Subsidiaries or (C) the winding up or liquidation of the affairs of any of the Issuers, any of the Guarantors or any oftheir Significant Subsidiaries and, in each case, such decree or order shall remain unstayed and in effect for a period of 60consecutive days, (1) any of theIssuers, any of the Guarantors or any of their Significant Subsidiaries of the Issuers (A) commences a voluntary case under anyapplicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case underany such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,sequestrator or similar official of any of theIssuers, any of the Guarantors or any of their Significant Subsidiaries or for all or substantially all of the property and assets of anyof theIssuers, any of the Guarantors or any of their Significant Subsidiaries or (C) effects any general assignment for the benefit ofcreditors, (m) the occurrence of a Tenant Event of Default (as defined in the Leases) or a Landlord Event of Default (as defined inthe Leases), or the termination of either of the Leases (other than in accordance with their terms following the occurrence of theOperator Licensing Event), or (n) except in connection with a merger, consolidation or sale, lease, conveyance or transfer of all orsubstantially all of the Issuers' assets in accordance with Article V, the abandonment by the Issuers of the Hooters Renovation orthe cessation by the Issuers (or, prior to the occurrence of the Operator Licensing Event, E&W) to operate the Property or theCasino/Hotel Property or the sale or disposition by the Issuers of all or substantially all of their interest in the Property or theCasino/Hotel Property.13. Trustee Dealings with Issuers. The Trustee, in its individual or any other capacity, may make loans to, acceptdeposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, asif it were not the Trustee.14. No Recourse Against Others. No direct or indirect stockholder, member, manager, employee, officer or director,as such, past, present or future of the Issuers, the Guarantors or any successor entity shall have any personal liability in respect ofthe Issuers' obligations or the obligations of the Guarantors under the Indenture, the Notes, the Guarantees, the Registration RightsAgreement or the Collateral Agreements, solely by reason of his, her or its status as such stockholder, member, manager,employee, officer or director, except that this provision shall in no way limit the obligation of the Issuers or the obligation of anyGuarantor pursuant to any Guarantee.15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or anauthenticating agent.16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TENCOM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not astenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform SecurityIdentification Procedures, the Issuers have caused11151 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 54 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience toHolders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any noticeof redemption, and reliance may be placed only on the other identification numbers placed thereon, and any such redemption shallnot be affected by any defect in or omission of such numbers.18. Guarantees. As more fully set forth in the Indenture, to the extent permitted by law, each of the Guarantorsfrom time to time, in accordance with Article XI of the Indenture, jointly and severally, irrevocably and unconditionally guaranteeson a senior secured basis to the Trustee for the benefit of the Holders and to each Holder of a Note authenticated and delivered bythe Trustee and its successors and assigns that: (i) (A) the principal of and premium, if any, and Interest (and Liquidated Damages,if any) on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption,upon a Change of Control Offer, an Asset Sale Offer or otherwise, (B) Interest on overdue principal of and premium, if any, and(to the extent permitted by law) Interest on any Interest, if any (and Liquidated Damages, if any) on the Notes shall be promptlypaid in full and (C) all other Obligations of the Issuers to the Holders or the Trustee under the Notes, the Indenture, the CollateralAgreements and the Registration Rights Agreement (including fees, expenses or otherwise) shall be duly and punctually paid infull when due and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time ofpayment or renewal of any Notes or any of such other Obligations, the same shall be duly and punctually paid in full when due andperformed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call forredemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii)above, to the limitations set forth in Section 11.6 the Indenture.When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and the Indenture,the predecessor Guarantor may be released from those obligations.The obligations described in clauses (i) and (ii) above also shall be guaranteed on a senior secured basis by Eastern &Western Hotel Corporation, a Nevada corporation, to the extent of the funds in the "Cash Account" (as defined in the E&WGuarantee and Pledge Agreement), subject to the limitations set forth therein.19. Governing Law. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TOCONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVILPRACTICE LAWS AND RULES 327(B); PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT,PERFECTION, PRIORITY, ENFORCEMENT OF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANYREAL PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE LAWS OF12152 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 55 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...THE JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT OF LAWPROVISIONS THEREOF.20. Security. This Note is secured by substantially all of the assets of the Issuers and the Guarantors, the EquityInterests in the Issuers and the Guarantors, and the "Cash Account" (as defined in the E&W Guarantee & Pledge Agreement), ineach case, subject to certain exceptions and limitations more fully set forth in the Indenture and Collateral Agreements.21. Certificate And Opinion As To Conditions Precedent. Upon any request or application by the Issuers to theTrustee to take any action under the Indenture, the Issuers shall furnish to the Trustee (i) an Officers' Certificate in form andsubstance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 of the Indenture)stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in the Indenture relating tothe proposed action have been satisfied; and (ii) an Opinion of Counsel in form and substance reasonably satisfactory to theTrustee (which shall include the statements set forth in Section 12.5 of the Indenture) stating that, in the opinion of such counsel,all such conditions precedent and covenants have been satisfied.22. Additional Rights of Holders of Transfer Restricted Notes.(7) In addition to the rights provided to Holders ofNotes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration RightsAgreement.The Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture and/orthe Registration Rights Agreement. Requests may be made to:155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Secretary(7) To be included only on Transfer Restricted Notes.13153 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 56 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(I) or (We) assign and transfer this Note to:Assignment FormTo assign this Note, fill in the form below(Insert assignee's soc. sec. or tax I.D. no.)and irrevocably appoint(Print or type assignee's name, address and zip code)to transfer this Note on the books of the Issuers. The agent may substitute another to act for it.Date:Your Signature:(Sign exactly as your name appears on the face of this Note)Signature Guarantee**NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signatureGuarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock ExchangeMedallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee programacceptable to the Trustee.14154 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 57 of 83http://vvww.sec.gov/Archives/edgar/data/1326686/000104746905014761...Option of Holder to Elect PurchaseIf you want to elect to have this Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, check thebox below:Section 4.13 q Section 4.14 qIf you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.13 or 4.14 of theIndenture, state the aggregate principal amount you elect to have purchased (in denominations of $1,000 only, except if you haveelected to have all of your Notes purchased): $Date:(Sign exactly as your name appears on the Note)Your Signature:Social Security or Tax Identification No.:Signature Guarantee**NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signatureGuarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock ExchangeMedallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee programacceptable to the Trustee.15155 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 58 of 83Schedule of Exchanges of Interests in the Global Note(8)The following exchanges of an interest in this Global Note for an interest in another Global Notes or for a Definitive Note,or exchanges of an interest in another Global Note or a Definitive Note for an interest in this Global Note, have been made:Amount ofSignature ofAmount of Increase in Principal Amount AuthorizedDecrease in Principal of this Global SignatoryPrincipal Amount of Note Following ofDate of Amount of this this Global Such Decrease or Trustee or NoteExchange Global Note Note Increase Custodian(8) This should be included only if the Note is issued in global form.16GUARANTEEEach entity listed on the signature page hereto (hereafter referred to as a "Guarantor," which term includes anysuccessors or assigns under the Indenture, dated as of March 29, 2005, among the Issuers (as defined below), the Guarantors (asdefined therein) and The Bank of New York Trust Company, N.A., as trustee (the "Indenture"), as amended or supplemented byany amendments or supplemental indentures thereto), has executed either the Indenture or a supplemental indenture in substantiallythe form attached as Exhibit E to the Indenture and has irrevocably and unconditionally guaranteed on a senior secured basis theGuarantee Obligations (as defined in Section 11.1 of the Indenture), which include: (i) (A) the due and punctual payment in full ofthe principal of and premium, if any, and Interest and Liquidated Damages, if any, on the 83/4% Senior Secured Notes due 2012 (the"Notes") of 155 East Tropicana, LLC, a Nevada limited-liability company (the "Company"), and 155 East Tropicana FinanceCorp., a Nevada corporation ("Finance Corp." and, together with the Company, the "Issuers," which term includes any successorsto any of such persons under the Indenture), whether at maturity, by acceleration, call for redemption, upon a Change of ControlOffer, an Asset Sale Offer or otherwise, (B) the prompt payment in full of all Interest on overdue principal of and premium, if any,and (to the extent permitted by law) Interest on any Interest, if any (and Liquidated Damages, if any), on the Notes, and (C) the dueand punctual payment when due and performance of all other Obligations of the Issuers to the Holders or the Trustee under theNotes, the Indenture, the Collateral Agreements and the Registration Rights Agreement (including fees, expenses or otherwise), allin accordance with the terms thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of suchother Obligations, the due and punctual payment when due and performance of the same in accordance with the terms of theextension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control Offer, an AssetSale Offer or otherwise, provided, however, that the obligations of each Guarantor under this Guarantee shall be limited to theextent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.This Guarantee is secured by substantially all of the assets of the Guarantors, subject to certain exceptions andlimitations more fully set forth in the Indenture and Collateral Agreements.The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indentureare expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture for the precise terms of thisGuarantee.No direct or indirect stockholder, member, manager, employee, officer or director, as such, past, present or futureof the Issuers, the Guarantors or any successor entity shall have any personal liability in respect of the Issuers' obligations or theobligations of the Guarantors under the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the IntercreditorAgreement or the Collateral Agreements solely by reason of his, her or its status as such stockholder, member, manager, employee,17156 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 59 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...officer or director, except that this provision shall in no way limit the obligation of the Issuers of the obligation of any Guarantorpursuant to any Guarantee.This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantorand its successors and assigns until full and final payment of all of the Issuers' obligations under the Notes and Indenture or untilreleased or defeased in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee andthe Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges hereinconferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms andconditions hereof. This is a Guarantee of payment and performance and not of collectibility.This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Noteupon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one ofits authorized officers.THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THESTATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORKGENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B); PROVIDED, THATWITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY, ENFORCEMENT OF AND REMEDIESRELATING TO THE SECURITY INTEREST IN ANY REAL PROPERTY COLLATERAL, THE GOVERNING LAW MAYBE THE LAWS OF THE JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THECONFLICT OF LAW PROVISIONS THEREOF.Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.[signature pages follow]18157 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 60 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...IN WITNESS WHEREOF, each Guarantor has caused this instrument to be duly executed.Dated:[Guarantor]By:Name:Title:158 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 61 of 83http://www.sec. go v/Archives/edgar/data/1326686/000104746905014761...155 East Tropicana, LLC155 East Tropicana Finance Corp.c/o 155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, California 90017Attention: Corporate Trust AdministrationEXHIBIT BFORM OF CERTIFICATE OF TRANSFERRe: 82/4% Senior Secured Notes due 2012 (the "Notes")Dear Sir or Madam:Reference is hereby made to the Indenture, dated as of March 29, 2005 (as it may be amended or supplemented from timeto time, the "Indenture"), among 155 East Tropicana, LLC, a Nevada limited-liability company (the "Company"), and 155 EastTropicana Finance Corp., a Nevada corporation ("Finance Corp." and, together with the Company, the "Issuers," which termincludes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New York TrustCompany, N.A., as trustee, relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given tothem in the Indenture., (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified inAnnex A hereto, in the principal amount of $ in such Note[s] or interests (the "Transfer"), to (the"Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:[CHECK ALL THAT APPLY]1. qCheck if Transferee will take delivery of a beneficial interest in the 144A Global Note or of a Definitive Note Pursuant toRule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest orDefinitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficialinterest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises soleinvestment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144Ain a transaction meeting the requirements of Rule 144A and such Transfer is in complianceB-1159 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 62 of 83withany applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Transfer inaccordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictionson transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in theIndenture and the Securities Act.2. qCheck if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or of a Definitive Note pursuantto Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Actand, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and(x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person actingon its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executedin, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on itsbehalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been madein contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction isnot part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is beingmade prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for theaccount or benefit of a U.S. Person (other than an Initial Purchaser) and the interest transferred will be held immediately thereafterthrough Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, thetransferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private PlacementLegend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.3. qCheck if Transferee will take delivery of a beneficial interest in a Global Note or of a Definitive Note pursuant to any provisionof the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transferrestrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and inaccordance with the Securities Act and any applicable blue sky securities laws of any State of the United States, and accordinglythe Transferor hereby further certifies that (check one):(a) qSuch Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or(b)q Such Transfer is being effected to the Issuers or a subsidiary thereof; or(c) qSuch Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliancewith the prospectus delivery requirements of the Securities Act; orB-2160 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 63 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(d) qsuch Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registrationrequirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifiesthat it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and theTransfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or RestrictedDefinitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificateexecuted by the Transferee in a form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by theTransferor or the Transferee (a copy of which the Transferor has attached to this certification and provided to the Issuers,which has confirmed its acceptability), to the effect that such Transfer is in compliance with the Securities Act.Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficialinterest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on theGlobal Note and/or Definitive Notes and in the Indenture and the Securities Act.4. qCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted DefinitiveNote.(a) q Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and inaccordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture andany applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in theIndenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Uponconsummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest orDefinitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on theRestricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.(b) q Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and inaccordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in theIndenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer containedin the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Uponconsummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest orDefinitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on theRestricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.(c) q Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to andin compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 orRule 904B-3161 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 64 of 83andin compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State ofthe United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not requiredin order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with theterms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transferenumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in theIndenture.[signature page follows]B-4162 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 65 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.[Insert Name of Transferor]Dated:By:Name:Title:163 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 66 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...1. The Transferor owns and proposes to transfer the following:[[CHECK ONE OF (a) OR (b)]ANNEX A TO CERTIFICATE OF TRANSFER(a)qa beneficial interest in(i)(ii)(iii)qqq144A Global Note, or501 Global Note, orReg S Global Note; or(b) q a Restricted Definitive Note.2. After the Transfer the Transferee will hold:[CHECK ONE](a)qa beneficial interest in the:(i)(ii)(iii)(iv)qqqq144A Global Note, or501 Global Note, orReg S Global Note,Unrestricted Global Note; or(b)(c)q a Restricted Definitive Note; orq an Unrestricted Definitive Note,in accordance with the terms of the Indenture.164 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 67 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...155 East Tropicana, LLC155 East Tropicana Finance Corp.c/o 155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, California 90017Attention: Corporate Trust AdministrationEXHIBIT CFORM OF CERTIFICATE OF EXCHANGERe: 824% Senior Secured Notes due 2012 (the "Notes")Dear Sir or Madam:Reference is hereby made to the Indenture, dated as of March 29, 2005 (as it may be amended and supplemented fromtime to time, the "Indenture"), among 155 East Tropicana, LLC, a Nevada limited-liability company (the "Company"), and 155East Tropicana Finance Corp., a Nevada corporation ("Finance Corp." and, together with the Company, the "Issuers," which termincludes any successors to any of such persons under the Indenture), the Guarantors party thereto and The Bank of New York TrustCompany, N.A., as trustee, relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given tothem in the Indenture., (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in theprincipal amount of $ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Ownerhereby certifies that:1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note forUnrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.(a) q Check if Exchange is from beneficial interest in a Restricted Global Note to beneficialinterest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted GlobalNote for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) thebeneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected incompliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with theUnited States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indentureand the Private Placement Legend are not required in order to maintain compliance with the SecuritiesC-1165 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 68 of 83Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue skysecurities laws of any State of the United States.(b) q Check if Exchange is from beneficial interest in a Restricted Global Note to UnrestrictedDefinitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for anUnrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner's own accountwithout transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the RestrictedGlobal Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indentureand the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the UnrestrictedDefinitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.(c) q Check if Exchange is from Restricted Definitive Note to beneficial interest in anUnrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in anUnrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own accountwithout transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to RestrictedDefinitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in theIndenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) thebeneficial interest is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.(d) q Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. Inconnection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner herebycertifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchangehas been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and inaccordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend arenot required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired incompliance with any applicable blue sky securities laws of any State of the United States.2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes orBeneficial Interests in Restricted Global Notes.(a) q Check if Exchange is from beneficial interest in a Restricted Global Note to RestrictedDefinitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a RestrictedDefinitive Note with an equal principal amount, the Owner hereby certifies that (i) the Restricted Definitive Note is being acquiredfor the Owner's own account without transfer andC-2166 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 69 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes andpursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any Stateof the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the RestrictedDefinitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legendprinted on the Restricted Definitive Note and in the Indenture and the Securities Act.(b) q Check if Exchange is from Restricted Definitive Note to beneficial interest in a RestrictedGlobal Note. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the: [CHECKONE] q 144A Global Note, q Reg S Global Note, or q 501 Global Notewith an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own accountwithout transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the RestrictedGlobal Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securitieslaws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of theIndenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legendprinted on the relevant Restricted Global Note and in the Indenture and the Securities Act.[signature page follows]C-3167 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 70 of 83This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.[Insert Name of Owner]By:Name:Title:Dated:168 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 71 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Jefferies & Company, Inc.11100 Santa Monica Boulevard10th FloorLos Angeles, California 90025155 East Tropicana, LLC155 East Tropicana Finance Corp.do 155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109EXHIBIT DFORM OF CERTIFICATE FROM ACQUIRINGINSTITUTIONAL ACCREDITED INVESTORRe: 82/4% Senior Secured Notes due 2012 (the "Notes")Ladies and Gentlemen:Reference is hereby made to the Indenture, dated as of March 29, 2005 (the "Indenture"), among 155 East Tropicana,LLC, a Nevada limited-liability company ("RBG"), and 155 East Tropicana Finance Corp., a Nevada corporation ("Finance Corp."and, together with the Company, the "Issuers," which term includes any successors to any of such persons under the Indenture), theGuarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), relating to the Notes.Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in aGlobal Note, or (b) a Definitive Note, we confirm that:1.We understand and acknowledge that the Notes have not been registered under the Securities Act of 1933, as amended (the"Securities Act"), or any other applicable securities law, are being offered for resale in transactions not requiring registration underthe Securities Act or any other securities law, including resales pursuant to Rule 144A under the Securities Act ("Rule 144A"), andmay not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act orany other applicable securities law, pursuant to an exemption therefrom and in each case in compliance with the conditions fortransfer set forth below.2.We are not an affiliate (as defined in Rule 144 under the Securities Act) of the Issuers or acting on behalf of the Issuers, and we arean institutional "accredited investor" under the Securities Act within the meaning of subparagraph (a) (1), (2), (3) or (7) ofRule 501 under the Securities Act ("Rule 501") and, if the Notes are to be purchasedD-1169 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 72 of 83for one or more accounts ("investor accounts") for which we are acting as fiduciary or agent, each such investor account is aninstitutional "accredited investor" on a like basis. We have such knowledge and experience in financial and business matters as tobe capable of evaluating the merits and risks of purchasing the Notes and invest in or purchase securities similar to the Notes in thenormal course of our business. We and any investor accounts for which we are acting are each aware that we may be required, andare each able, to bear the economic risk of our or its investment in the Notes for an indefinite period of time, including the risk ofan entire loss of our or such investor account's investment in the Notes.3.We acknowledge that: (a) neither the Issuers nor the Initial Purchaser, nor any person representing the Issuers or the InitialPurchaser, has made any representation to us with respect to the Issuers or the offering or sale of any Notes, and (b) we have hadaccess to such financial and other information concerning the Issuers and the Notes as we have deemed necessary in connectionwith our decision to purchase the Notes, including an opportunity to ask questions of and request information from the Issuers.4.We are purchasing the Notes for our own account, or for one or more investor accounts for which we are acting as a fiduciary oragent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof inviolation of the Securities Act, subject to any requirement of law that the disposition of our property or the property of suchinvestor account or accounts be at all times within our or their control and subject to our or their ability to resell such Notespursuant to Rule 144A, Regulation S or any exemption from registration available under the Securities Act.5.We agree on our own behalf and on behalf of any investor account for which w e are purchasing Notes to offer, sell or otherwisetransfer such Notes prior to the date which is two years (or such other period that may hereafter be provided under Rule 144(k)under the Securities Act as permitting resales of restricted securities by non-affiliates without restriction) after the later of the dateof original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or anypredecessor thereto) (the "Resale Restriction Termination Date") only (a) to the Issuers or any subsidiary of the Issuers,(b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as the Notes areeligible for resale pursuant to Rule 144A, to a person we reasonably believe is a "qualified institutional buyer" as defined inRule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer isbeing made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States inaccordance with Regulation S under the Securities Act, (e) to an institutional "accredited investor" within the meaning ofsubparagraph (a) (1), (2), (3) or (7) of Rule 501 that is acquiring the Notes for its own account, or for the account of such aninstitutional "accredited investor," for investment purposes, and not with a view to, or for offer or sale in connection with, anydistribution in violation of the Securities Act, or (f) pursuant to another available exemption from the registration requirements ofthe Securities Act, subject in each of the foregoing cases to any requirement of law that theD-2170 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 73 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...disposition of our property or the property of such investor account or accounts be at all times within our or their control and ineach case in compliance with applicable securities laws of any U.S. state or any other applicable jurisdiction. The foregoingrestrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of theNotes is proposed to be made pursuant to clause (e) or (1) above prior to the Resale Restriction Termination Date, the transferorshall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide,among other things, that the transferee is an institutional "accredited investor" within the meaning of subparagraph (a) (1), (2), (3)or (7) of Rule 501 and that it is acquiring such Notes for investment purposes and not for distribution in violation of the SecuritiesAct. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to the offer, sale or other transfer madeprior to the Resale Termination Date pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel,certifications and/or other information satisfactory to each of them.6.We are not acquiring the Notes for or on behalf of any pension or welfare plan (as defined in Section 3 of the Employee RetirementIncome Security Act of 1974, as amended ("ERISA")) or other arrangement that is subject to ERISA or Section 4975 of the InternalRevenue Code (a "plan") or any entity whose underlying assets include assets of a plan pursuant to 29 C.F.R. Section 2510.3-101or otherwise, except that such a purchase for or on behalf of a pension or welfare plan shall be permitted to the extent:(a)(b)(c)such purchase is being made by or on behalf of a bank collective investment fund maintained by thepurchaser in which no plan (together with any other plans maintained by the same employer oremployee organization) has an interest in excess of 10% of the total assets in such collective investmentfund and the conditions of Section III of Prohibited Transaction Class Exemption 91-38 issued by theDepartment of Labor are satisfied;such purchase is made by or on behalf of an insurance company pooled separate account maintained bythe purchaser in which, at any time while the Notes are outstanding, no plan (together with any otherplans maintained by the same employer or employee organization) has an interest in excess of 10% ofthe total of all assets in such pooled separate account and the conditions of Section III of ProhibitedTransaction Class Exemption 90-1 issued by the Department of Labor are satisfied;such purchase is made on behalf of a plan by (1) an investment advisor registered under the InvestmentAdvisers Act of 1940 that had as of the last day of its most recent year total assets under its managementand control in excess of $50,000,000 and had stockholders' or partners' equity in excess of $750,000, asshown in its most recent balance sheet prepared in accordance with generally accepted accountingprinciples, or (2) a bank as defined inD-3171 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 74 of 83Section 202 (a) (2) of the Investment Advisers Act of 1940 with equity capital in excess of $1,000,000as of the last day of its most recent year, or (3) an insurance company which is qualified under the lawsof more than one state to manage, acquire or dispose of any assets of a plan, which insurance companyhas as of the last day of its most recent year, net worth in excess of $1,000,000 and which is subject tosupervision and examination by state authority having supervision over insurance companies and, in anycase, such investment advisor, bank or insurance company is otherwise a qualified professional assetmanager, as such term is used in Prohibited Transaction Class Exemption 84-14 issued by theDepartment of Labor, and the assets of such plan when combined with the assets of other plansestablished or maintained by the same employer (or affiliate thereof) or employee organization andmanaged by such investment advisor, bank or insurance company, do not represent more than 20% ofthe total client assets managed by such investment advisor, bank or insurance company, and theconditions of Section I of such exemption are otherwise satisfied;to the extent such plan is a governmental plan (as defined in Section 3 of ERISA) which is not subject tothe provisions of Title I of ERISA or Section 401 of the Internal Revenue Code;to the extent such purchase is made by or on behalf of an insurance company with assets in its insurancecompany general account, and the conditions of Prohibited Transaction Class Exemption 95-60 issuedby the Department of Labor are satisfied;(1)(g)to the extent such purchase is made on behalf of a plan by an in-house asset manager and the conditionsof Part I of Prohibited Transactions Class Exemption 96-23 issued by the Department of Labor aresatisfied; orsuch purchase would not otherwise constitute a non-exempt prohibited transaction.7.We understand that the Notes will be delivered in registered form only and that the certificates delivered to us in respect of theNotes will contain a legend substantially to the following effect:THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST ORPARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISD-4172 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 75 of 83http://wvvvv.sec.gov/Archives/edgar/data/1326686/000104746905014761...EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCEHEREOF (1) REPRESENTS THAT (X) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144AUNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN ANOFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT ISAN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR(7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFERSUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTERBE PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTEDSECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATEHEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNEROF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANYSUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLAREDEFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALEPURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THATPURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TOWHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THESECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THEUNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO ANINSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OFRULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FORTHE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES ANDNOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OFTHE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TOANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE DELIVERY OFAN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OFTHEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ONTHIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASEIN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLEJURISDICTION.D-5173 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Enteredhttp://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 76 of 838.We acknowledge that the Issuers and others will rely upon the truth and accuracy of the foregoing representations, warranties,acknowledgements and agreements and agrees that, if any representations, warranties, acknowledgements and agreements deemedto have been made by us are no longer accurate, we shall promptly notify the Issuers.9.If we are acquiring any of the Notes as a fiduciary or agent for one or more investor accounts, we represent that we have soleinvestment discretion with respect to each such account and we have full power to make the foregoing representations, warranties,acknowledgements and agreements on behalf of each such investor account.10. Upon purchase, the Notes would be registered in the name of the undersigned:Name:Address:Taxpayer ID NumberTHIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK,INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERALOBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).[signature page follows]D-6174 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 77 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to anyinterested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.Name of Accredited InvestorBy:Name:Title:Dated: , 20[ ]175 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...08/01/11 18:20:48 Page 78 of 83EXHIBIT EFORM OF SUPPLEMENTAL INDENTURETO BE DELIVERED BY SUBSEQUENTGUARANTORSSupplemental Indenture (this "Supplemental Indenture"), dated as of , among (i) 155 East Tropicana, LLC, a Nevadalimited-liability company ("RBG"), and 155 East Tropicana Finance Corp., a Nevada corporation ("Finance Corp." and, togetherwith the Company, the "Issuers," which term includes any successors to any of such persons under the Indenture), (ii), a subsidiary of the Issuers (the "Guaranteeing Subsidiary"), and (iii) The Bank of New York Trust Company, N.A.,as trustee under the Indenture (the "Trustee").WITNESSETHWHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (as it may be amended orsupplemented from time to time, the "Indenture"), dated as of March 29, 2005, providing for the issuance of 8 3/4% Senior SecuredNotes due 2012 (the "Notes");WHEREAS, Section 11.4 of the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shallexecute and deliver to the Trustee a supplemental indenture and a Guarantee pursuant to which any newly-acquired or createdGuarantor shall unconditionally guarantee all of the Issuers' obligations under the Notes and the Indenture on the terms andconditions set forth herein and in such Guarantee; andWHEREAS, pursuant to Section 9.3 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratablebenefit of the Holders of the Notes as follows:1. Capitalized Terms. Capitalized terms used herein without definition shall have the respective meanings set forthin the Indenture.2. Joinder to Indenture. Each of the parties hereto hereby agrees to become bound by the terms, conditions andother provisions of the Indenture with all attendant rights, duties and obligations stated therein, with the same force and effect as iforiginally named as a Guarantor therein and as if such party executed the Indenture on the date thereof.3. Agreement to Guarantee. The Guaranteeing Subsidiary jointly and severally, irrevocably and unconditionallyguarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors andassigns that: (i) (A) the principal of and premium, if any, and Interest (and Liquidated Damages, if any) on the Notes shall be dulyand punctually paid in full when due,E-1176 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 79 of 83http://vvww.sec.gov/Archives/edgar/data/1326686/000104746905014761...whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, (B)Interest on overdue principal of and premium, if any, and (to the extent permitted by law) Interest on any Interest, if any (andLiquidated Damages, if any), on the Notes shall be promptly paid in full, and (C) all other Obligations of the Issuers to the Holdersor the Trustee under the Notes, the Indenture, the Collateral Agreements and the Registration Rights Agreement (including fees,expenses or otherwise) shall be duly and punctually paid in full when due and performed, all in accordance with the terms thereof;and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall beduly and punctually paid in full when due and performed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise; provided,however, that the obligations of the Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this SupplementalIndenture and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to the Indenture forthe precise terms of the Guarantee.This Guarantee is secured by substantially all of the assets of the Guaranteeing Subsidiary, subject to certain exceptionsand limitations more fully set forth in the Indenture and Collateral Agreements.No direct or indirect stockholder, member, manager, employee, officer or director, as such, past, present or future of theIssuers, the Guarantors or any successor entity shall have any personal liability in respect of the Issuers' obligations or theobligations of the Guarantors under the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the IntercreditorAgreement or the Collateral Agreements solely by reason of his, her or its status as such stockholder, member, manager, employee,officer or director, except that this provision shall in no way limit the obligation of the Issuers or the obligation any Guarantorpursuant to any Guarantee.This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and itssuccessors and assigns until full and final payment of all of the Issuers' obligations under the Notes and Indenture or until releasedor defeased in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and theHolders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges hereinconferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms andconditions hereof. This is a Guarantee of payment and performance and not of collectibility.The obligations of the Guaranteeing Subsidiary under its Guarantee shall be limited to the extent necessary to insure that itdoes not constitute a fraudulent conveyance under applicable law.THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.E-2177 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 80 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTSMADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWSAND RULES 327(B); PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION,PRIORITY, ENFORCEMENT OF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANY REALPROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE LAWS OF THE JURISDICTIONS WHERE SUCHCOLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copyshall be an original, but all of them together represent the same agreement.hereof.6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction[signature pages follow]E-3178 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 81 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed andattested, all as of the date first above written.Issuers:155 East Tropicana, LLCBy:Name:Title:155 East Tropicana Finance Corp.By:Name:Title:179 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 82 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...Guaranteeing Subsidiary:Trustee:[Name]By:Name:Title:The Bank of New York Trust Company, N.A.By:Name:Title:180 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-13 Entered 08/01/11 18:20:48 Page 83 of 83http://www.sec.gov/Archives/edgar/data/1326686/000104746905014761...EXHIBIT FFORM OF INTERCREDITOR AGREEMENT[attached]F-1181 of 181 10/15/2007 11:13 AM

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 1 of 78EXHIBIT 15

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 2 of 78Feb. 1. 2011 5:00PM No. 2256 P. 2/3U.S. BANK NATIONAL ASSOCIATIONCORPORATE. TRUST SERVICES60 LIVINGSTON AVENUEST. PAUL, MN 55.107-2292FEB 0 1 2011VLk FACSIMILE AND OVERNIGHT COMER155 East Tropicana, LLC155 East Tropicana AvenueLas Vegas, Nevada 89109Attention: Chief . Operating OfficerFacsimile No.: (702) 739-7783Re: NOTICE OF ACCELERATION AND RESERVATION OF RIGHTSLadies and Gentlemen:Reference is hereby made to that certain Indenture, dated as of Mach 29, 2005 (asamended, restated, supplemented, or otherwise rr4odified from time to time, the "Indenture") madeby 155 East Tropicana, LLC, a Nevada limited liability company ("Comnany") and 155 EastTropicana Finance Corp., a Nevada corporation ("Pinnce Corn.", collectively with Company, theIssuer"), and U.S. Berl National Association, a national bankmn association (as the successor ininterest to The Bank of New York Mellon Trust Company, NA., which was the successor ininterest to The Bank of New York Thst Company, N.A., the "Thistee."). Capitalized terms usedherein but not specifically defined herein shall have the meanings ascribed to them in the Iridentare.On April 1, 2009, and on each scheduled payment date under the Notes thereafter,through end including Decetber 1, 2010, the Issuer failed to make the scheduled interest paynie,tunder the Notes due on such scheduled payment date and failed to cure such failure during the 30-day grace period provided for under Section 6.1(1) of the Indenture. As a consequence, Events ofDefault have occurred with respect to each such scheduled payment date. Because such Events ofDefault remain uncured and outstanding, Trustee hereby declares the 'principal of, premium, if any,and accrued and unpaid Interest (and Liquidated Damages, if any) on the Notes to be immediatelydue and payable in accordance with Section 6:2(a) of the Indenture. In addition, Trustee retains allother' rights. and remedied available under the Indenture, the Notes, and applicable law, including,without limitation, the remedies provided in Section 6.3 of the Indenture and under the CollateralAgreements.This letter is delivered under reservation of rights and remedies and shall notconstitute a waiver by the Trustee of any default . or Event of Default that may now or hereafter existor occur under the Indenture, the Notes, or 'any other document, instrument, or agreementevidencing the Indebtedness.[Signature pane Immediately Poliov,t]LAI I95441dv.2

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 3 of 78Feb. 1. 2011 5:00PM • No. 2256 F. 3/3155 East Tropicana LLC / 155 East Tropicana Finance Corp.PaP2QD;221--IllU.S. BANK NATIONAL ASSOCIATION,4 national banking associationBy:Its:•cc: Via Facsimile and Overnight CourierIC^w ter Kaempfer Bonner & Renshaw3800 Howard Hughes Parkway7 tkl FloorLas Vegas, Nevada 89109Attn.: Michael Bonner, Esq.Fax No.: (702)-796-7181Greenberg Traurig, LLP3773 Howard Hughes ParkwaySuite 400 NorthLas Vegas, Nevada 89169Arm: John N. BrewerFa No. (702)-792.9002Patick J. McLaughlin, Esq.Dorsey & Whitney LLP50 South Sixth Street, Suite 1500Mir_neapolis, Minnesota 55402-1498La.I 1954974v.2

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 4 of 78EXHIBIT 16

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 5 of 78155 EAST TROPICANA, LLC155 EAST TROPICANA FINANCE CORP.(as Grantors)SENIOR SECURED NOTESECURITY AGREEMENTDated as of March 29, 2005THE BANK OF NEW YORK TRUST COMPANY, N.A.(as Collateral Agent)

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 6 of 78TABLE OF CONTENTSSECTION 1 DEFINITIONS AND INTERPRETATION 11.1 Definitions 11.2 Interpretation 1SECTION 2 GRANT OF SECURITY, SECURED OBLIGATIONS, AND RELATEDPROVISIONS 12.1 Grant of Security 12.2 Secured Obligations 12.3 Continuing Liability Under Collateral 12.4 Continuing Security Interest 1SECTION 3 REPRESENTATIONS AND WARRANTIES 13.1 Tide; Accurate Information 13.2 Organizational Matters 13.3 Authority and Enforceability 13.4 Third-Party Authorizations and Approvals 13.5 Attachment and Perfection 13.6 No Encumbrances 13.7 Accounts 13.8 Deposit Accounts 13.9 Investment Property. 13.10 Intellectual Property 13.11 Commercial Tort Claims 1SECTION 4 COVENANTS AND AGREEMENTS 14.1 Encumbrances 14.2 Use of Collateral 14.3 Taxes and Claims 14.4 Materially Adverse Changes 14.5 Inventory 14.6 Bailees; Landlords 14.7 Accounts 14.8 Limitations on Issuers of Pledged Capital Stock. 14.9 Deposit Accounts and Securities Accounts. 14.10 After-Acquired Collateral 14.11 Certain Proceeds 14.12 Certain Non-U.S. Collateral 14.13 Certificated Collateral 14.14 Voting and Distributions 14.15 Intellectual Property 14.16 Commercial Tort Claims 14.17 Insurance 14.18 Additional Grantors 14.19 Further Assurances 1SECTION 5 REMEDIES 15.1 Generally 15.2 Sale of Collateral 1

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 7 of 785.3 Marshalling; Payments Set Aside 15.4 Application of Proceeds 15.5 Accounts 15.6 Investment Property. 15.7 Deposit Accounts 15.8 Intellectual Property. 15.9 Cash Proceeds 15.10 Certain Rights Respecting Contracts 1SECTION 6 RIGHTS AND OBLIGATIONS OF COLLATERAL AGENT 16.1 Appointment, Resignation and Removal 16.2 Standard of Care; Collateral Agent May Perform 163 Attorney-In-Fact 16.4 Access; Right of Inspection 16.5 Authorizations 16.6 Expenses 16.7 Indemnity 16.8 Release of Collateral 1SECTION 7 MISCELLANEOUS 17.1 Notices 17.2 Amendment and Waivers 173 No Waiver; Remedies Cumulative 17.4 Successors and Assigns 17.5 Independence of Covenants 17.6 Survival of Representations, Warranties and Agreements 17.7 Severability 17.8 Governing Law 17.9 Counterparts 17.10 Effectiveness I7.11 Entire Agreement 17.12 Limitation on Collateral Agent's Liability 17.13 Rights and Obligations Subject to Intercreditor 1SCHEDULES3.23.53.83.93.103.117.1Organizational MattersUCC Filing OfficesDeposit AccountsInvestment PropertyIntellectual PropertyCommercial Tort ClaimsAddresses for Notices; Contact InformationEXHIBITSA Security Agreement Supplementii

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 8 of 78This SENIOR SECURED NOTE SECURITY AGREEMENT, dated as of March 29, 2005 (this"Agreement"), is among (i) 155 East Tropicana, LLC, a Nevada limited-liability company ("155East Tropicana") and 155 East Tropicana Finance Corp., a Nevada corporation ("155 EastTropicana Finance", and together with 155 East Tropicana, the "Issuers"), (ii) each AdditionalGrantor that from time to time becomes a party by executing a Security Agreement Supplement(together with the Issuers, the "Grantors"), and (iii) The Bank of New York Trust Company,N.A., as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent").RECITALSWHEREAS, reference is made to that certain Senior Secured Note Indenture, dated as ofthe date hereof (as amended, restated, supplemented or otherwise modified from time to time, the"Indenture"), by and among the Grantors and The Bank of New York Trust Company, NA., astrustee (in such capacity, the "Trustee") and Collateral Agent; andWHEREAS, in consideration of the extension of credit set forth in the Indenture, eachGrantor has agreed to secure all obligations under the Indenture and the 8%% Senior SecuredNotes due 2012 (the "Notes") issued in connection therewith.NOW, THEREFORE, in consideration of the premises and the agreements, provisionsand covenants herein contained, each Grantor and the Collateral Agent agree as follows,intending to be legally bound:SECTION 1 DEFINITIONS AND INTERPRETATION1.1 Definitions. Undefined capitalized terms used herein have the meaningsassigned to them in the Indenture, or, if not defined therein, in the UCC. The following termshave the meanings assigned to them in Article 9 of the UCC: "Account," "Account Debtor,""Authenticate," "Cash Proceeds," "Chattel Paper," "Commercial Tort Claim," "DepositAccount," "Document," "Equipment," "Fixtures," "General Intangible," "Goods,""Instruments," "Inventory," "Letter-of-Credit Right," "Proceeds," "Record," and"Supporting Obligation."In addition to the foregoing terms and the terms defined in the preamble and recitalshereto, in this Agreement:"Additional Grantors" has the meaning set forth in Section 4.18."Collateral" has the meaning set forth in Section 2.1."Collateral Agreements" means this Agreement and all other instruments, documentsand agreements delivered by any of the parties to the Indenture Documents pursuant to thisAgreement or any other Indenture Document to grant or perfect a Lien in favor of the CollateralAgent on any real, personal or mixed property of such party as security for the SecuredObligations."Collateral Records" means books, records, ledger cards, files, correspondence,customer lists, blueprints, technical specifications, manuals, computer software, computerprintouts, tapes, disks and other electronic storage media and related data processing software andsimilar items that at any time evidence or contain information relating to any of the Collateral orare otherwise necessary or helpful in the collection thereof or realization thereon.

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 9 of 78"Collateral Support" means all property (real or personal) assigned, hypothecated orotherwise securing any Collateral and includes any security agreement or other agreementgranting a lien or security interest in such real or personal property."Copyrights" means all United States, state and foreign copyrights, including copyrightsin software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S.Copyright Act), whether registered or unregistered, and, with respect to the foregoing, (i) allregistrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rightscorresponding thereto throughout the world, (iv) all rights to sue for past, present and futureinfringements thereof, (v) all licenses, claims, damages and proceeds of suit arising therefrom,and (vi) all payments and rights to payments arising out of the sale, lease, license, assignment, orother disposition thereof."Credit Agreement" means the Loan Agreement, dated as of the date hereof, among theGrantors and Wells Fargo Foothill, as amended, restated, refinanced, supplemented or otherwisemodified from time to time."Excluded Assets" means:(a)(b)(c)assets securing FF&E Financing, Purchase Money Indebtedness or CapitalizedLease Obligations permitted to be incurred under the Indenture;leasehold estates in real property existing on the Issue Date and any additionalleasehold estates in real property acquired by the Issuers or the Subsidiaries afterthe Issue Date, unless the Trustee, as collateral agent (upon request of the Holdersof a majority of the outstanding Notes), requests that the Issuers provide theTrustee, as collateral agent, with a lien upon and security interest in such leaseholdestate so that such leasehold estate shall become additional Collateral (and in theCollateral Agreements the Issuers will agree to notify the Trustee of the acquisitionby it or any of the Subsidiaries of any leasehold estate in real property);any leases, permits, licenses (including without limitation Gaming Licenses) orother contracts or agreements or other assets or property to the extent that a grant ofa Lien thereon under the Collateral Agreements (i) is prohibited by law or wouldconstitute or result in the abandonment, invalidation or unenforceability of anyright, title or interest of the grantor therein pursuant to the applicable law, or(ii) would require the consent of third parties and such consent has not beenobtained after the Issuers have used commercially reasonable efforts to try toobtain such consent, or (iii) other than as a result of requiring a consent of thirdparties that has not been obtained, would result in a breach of the provisionsthereof, or constitute a default under or result in a termination of, such lease,permit, license, contract or agreement (other than to the extent that any suchprovisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407or 9-408 of the Uniform Commercial Code (or any successor provision orprovisions) of any relevant jurisdiction (the "Applicable UCC") or any otherapplicable law); provided, that, immediately upon the uneffectiveness, lapse ortermination of such prohibition, the provisions that would be so breached or suchbreach, default or termination or immediately upon the obtaining of any suchconsent, the Excluded Assets shall not include, and the Issuers or the applicableGuarantor, as the case may be, shall be deemed to have granted a security interestin, all such leases, permits, licenses, other contracts and agreements and such other2

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 10 of 78assets and property as if such prohibition, the provisions that would be so breachedor such breach, default or termination had never been in effect and as if suchconsent had not been required;(d)(e)cash and Cash Equivalents to the extent that a Lien thereon may not be perfectedthrough the filing of an Applicable UCC financing statement or that, after theIssuers have used commercially reasonable efforts, the Issuers are unable to causethe Trustee to obtain "control" (as defined in the Applicable UCC) for the benefitof the Holders; andany Capital Stock of an Excluded Foreign Subsidiary, if any, other than a pledge of65% of the Voting Equity Interests of such Excluded Foreign Subsidiary helddirectly by the Issuers or any domestic Subsidiary, 100% of the nonvoting EquityInterests of such Excluded Foreign Subsidiary held directly by the Issuers or anydomestic Subsidiary and 100% of any intercompany Indebtedness owed by suchExcluded Foreign Subsidiary to any of the Issuers or any of the Guarantors."Indemnitee" means any of the Collateral Agent and its Affiliates' officers, partners,directors, trustees, employees and agents."Indenture Document" means any of the Indenture, the Notes, the Guarantees, theCollateral Agreements, and any other agreement, document or instrument entered into or issuedin connection with any of the foregoing."Insurance" means (i) all insurance policies covering any portion of the Collateral(regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man lifeinsurance policies."Intellectual Property" means, collectively, any Grantor's Copyrights, Patents,Trademarks, and Trade Secrets, and any agreement granting any right in, to or under Copyrights,Patents, Trademarks or Trade Secrets, where such Grantor is licensee or licensor under suchagreement."Intercreditor" means that certain Intercreditor Agreement, dated as of the date hereof,among the Collateral Agent and Wells Fargo Foothill (and acknowledged by the Grantors), asamended, restated, supplemented or otherwise modified from time to time."Investment Property" has the meaning assigned to the term "investment property" inArticle 9 of the UCC, and also means Instruments, Pledged Debt, and Pledged Capital Stock."IP Security Agreement" means an IP Security Agreement, in form and substancereasonably satisfactory to the Collateral Agent."Patents" means all United States and foreign patents and certificates of invention, orsimilar industrial property rights, (i) all applications therefore, (ii) all reissues, divisions,continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (ii) allrights corresponding thereto throughout the world, (ii) all inventions and improvements describedtherein, (iv) all rights to sue for past, present and future infringements thereof, (v) all licenses,claims, damages, and proceeds of suit arising therefrom, and (v) all payments and rights topayments arising out of the sale, lease, license, assignment, or other disposition thereof.3

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 11 of 78"Pledged Debt" means, with respect to any Grantor, Indebtedness for borrowed moneyowed to such Grantor, whether or not evidenced by any instrument or promissory note, allmonetary obligations owing to such Grantor from any other Person, the Instruments evidencingany of the foregoing, and all interest, cash, Instruments and other property or proceeds from timeto time received, receivable or otherwise distributed in respect of or in exchange for any of theforegoing."Pledged Capital Stock" means, with respect to any Grantor, the Capital Stock of anyother Person owned by such Grantor, and the certificates, if any, representing such Capital Stockand any interest of such Grantor in the entries on the books of the Person issuing such CapitalStock or on the books of any securities intermediary pertaining to such Capital Stock, and alldividends, distributions, cash, warrants, rights, options, instruments, securities and other propertyor proceeds from time to time received, receivable or otherwise distributed in respect of or inexchange for any such Capital Stock, and any other warrant, right or option to acquire any of theforegoing."Secured Obligations" means "Obligations" (as defined in the Indenture) under theIndenture, the Notes, the Guarantees and the Registration Rights Agreement, and also means (i)all interest that, but for the filing of a petition in bankruptcy with respect to any Grantor, wouldhave accrued on any Obligation, whether or not a claim is allowed against such Grantor for suchinterest in the related bankruptcy proceeding, and (ii) the payment and indemnificationobligations in favor of the Collateral Agent under Section 6.6 and 6.7 hereof."Secured Parties" means the Trustee, the Collateral Agent, the Holders, and any futureparty to which Secured Obligations are owed under the Indenture Documents."Security Agreement Supplement" means a supplement to this agreement substantiallyin the form of Exhibit A, whereby an Additional Grantor becomes a party hereto."Trade Secrets" means all trade secrets and all other confidential or proprietaryinformation and know-how, whether or not reduced to a writing or other tangible form, includingwith respect to the foregoing, (i) all documents and things embodying or incorporating theforegoing, (ii) all rights to sue for past, present and future infringement thereof, and (iii) alllicenses, claims, damages, and proceeds of suit arising therefrom, and (iv) all payments and rightsto payments arising out of the sale, lease, license, assignment, or other dispositions thereof."Trademarks" means all United States, state and foreign trademarks, service marks,certification marks, collective marks, trade names, corporate names, d/b/as, business names,fictitious business names, Internet domain names, trade styles, logos, other source or businessidentifiers, designs and General Intangibles of a like nature, rights of publicity and privacypertaining to the names, likeness, signature and biographical data of natural persons, and, withrespect to the foregoing, (i) all registrations and applications therefor, (ii) the goodwill of thebusiness symbolized thereby, (iii) all rights corresponding thereto throughout the world, (iv) allrights to sue for past, present and future infringement or dilution thereof or for any injury togoodwill, (v) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vi) allpayments and rights to payments arising out of the sale, lease, license assignment or otherdisposition thereof.4

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 12 of 78"UCC" means the Uniform Commercial Code as in effect from time to time in the Stateof New York; provided that, if by reason of mandatory provisions of law, the perfection or theeffect of perfection or nonperfection of the security interest in any Collateral is governed by theUniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC"also means the Uniform Commercial Code as in effect in such other jurisdiction for purposes ofthe provisions hereof relating to such perfection or effect of perfection or nonperfection.1.2 Interpretation. Unless otherwise specifically provided, references to"Sections," "Exhibits" and "Schedules" are to sections, exhibits and schedules, as the case maybe, of this Agreement. Section headings in this Agreement are included for convenience only anddo not constitute a part of this Agreement for any other purpose or be given any substantive effect.Unless the context otherwise requires, defined terms may be used in the singular or the plural.The use of the word "include" or any derivative thereof is not limiting or restrictive. If anyconflict or inconsistency exists between this Agreement and the Indenture, the Indenture governs.All references to provisions of the UCC include all successor provisions under any subsequentversion or amendment to any Article of the UCC.SECTION 2 GRANT OF SECURITY, SECURED OBLIGATIONS, AND RELATEDPROVISIONS2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agentfor the benefit of the Secured Parties a security interest in and continuing lien on all of suchGrantor's right, title and interest in, to and under all personal property of such Grantor (except forthe Excluded Assets), including the following, in each case whether now owned or existing orhereafter acquired or arising and wherever located (collectively, the "Collateral"):(i)(ii)(iii)all Accounts,all Chattel Paper,all Commercial Tort Claims,(iv) all Deposit Accounts (and any money, cash orcash equivalents, checks or other property credited thereto),(v)(vi)all Documents,all General Intangibles,(vii) all Goods (including all Equipment, Fixtures (butspecifically excluding FF&E securing the FF&E Financing) and Inventory),(viii)all Insurance,(ix) all Investment Property (including the InvestmentProperty listed on Schedule 3.9),(x) all Intellectual Property (including the IntellectualProperty listed on Schedule 3.10),(xi)all Letter-of-Credit Rights, and5

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 13 of 78(xii) to the extent not otherwise included above, alltangible and intangible personal property, and all Collateral Records, CollateralSupport, Records, Supporting Obligations, Proceeds, products, accessions, rentsand profits of or relating to any of the foregoing.2.2 Secured Obligations. This Agreement secures, and the Collateral iscollateral security for, the prompt and complete payment or performance in full when due,whether at stated maturity, by required prepayment, declaration, acceleration, demand orotherwise including the payment of amounts that would become due but for the operation of theautomatic stay under the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provisionthereof), of all the Secured Obligations.23 Continuing Liability Under Collateral. Notwithstanding anythingherein to the contrary, (a) each Grantor remains liable for its obligations under the Collateral andnothing contained herein is intended to or constitutes a delegation of duties to the CollateralAgent or any Secured Party, (b) each Grantor remains liable under each of the agreements towhich it is a party included in the Collateral, including any agreements relating to any InvestmentProperty, to perform all of the obligations undertaken by it thereunder in accordance with andpursuant to the terms and provisions thereof, and neither the Collateral Agent nor any SecuredParty has any obligation or liability under any of such agreements by reason of or arising out ofthis Agreement or any other document related hereto, and neither the Collateral Agent nor anySecured Party has any obligation to make any inquiry as to the nature or sufficiency of anypayment received by it or have any obligation to take any action to collect or enforce any rightsunder any agreement included in the Collateral, including any agreements relating to anyInvestment Property, and (c) the exercise by the Collateral Agent of any of its rights hereunderwill not release any Grantor from any of its duties or obligations under the contracts andagreements included in the Collateral.2.4 Continuing Security Interest. This Agreement creates a continuingsecurity interest in the Collateral and will remain in full force and effect until the payment in fullof all of the Secured Obligations, be binding on each Grantor, its successors and assigns, andinure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit ofthe Collateral Agent and its successors, transferees and assigns. Upon the payment in full of allof the Secured Obligations, the security interest granted hereby will terminate and all rights to theCollateral will revert and be deemed reassigned to the Grantors. Upon any such termination, theCollateral Agent will, at the Grantors' request and expense, execute and deliver to Grantors suchdocuments as the Grantors will reasonably request to evidence such termination reversions orreassignment, without recourse, representation, or warranty of any kind.SECTION 3 REPRESENTATIONS AND WARRANTIESEach Grantor hereby represents and warrants as follows:3.1 Title; Accurate Information. Each Grantor owns the Collateralpurported to be owned by it or otherwise has the rights it purports to have in each item ofCollateral and, as to all Collateral whether now existing or hereafter acquired, will continue toown or have such rights in each item of Collateral, in each case free and clear of all Liens, rightsor claims of any Person, other than Permitted Liens. All information supplied by or on behalf ofany of the Grantors with respect to any of the Collateral (in each case taken as a whole withrespect to any particular Collateral) is accurate and complete in all material respects.6

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 14 of 783.2 Organizational Matters. Each Grantor is duly organized and validlyexisting under the laws of the jurisdiction of its organization and has not filed any certificates ofdomestication, transfer or continuance in any other jurisdiction. The full legal name of eachGrantor is set forth on Schedule 3.2, and such Grantor has not done in the last five years, and doesnot do, business under any other name (including any trade-name or fictitious business name)except for those names set forth on such schedule. Each Grantor has further indicated onSchedule 3.2 the type of organization of such Grantor, its mailing address, its jurisdiction oforganization, and its organizational identification number. Except as provided on Schedule 3.2, ithas not changed its name or jurisdiction of organization, or its corporate structure in any way (e.g.,by merger, consolidation, change in corporate form or otherwise) within the past five years.3.3 Authority and Enforceability. Each Grantor has all requisite powerand authority to enter into this Agreement and to carry out its obligations hereunder, and has dulyexecuted and delivered this Agreement. This Agreement and each other document, statement, orinstrument relating hereto, when executed and delivered by the Grantors, will constitute legal,valid and binding obligations of each Grantor, enforceable in accordance with their terms, subjectto applicable bankruptcy, insolvency, reorganization, moratorium or other laws affectingcreditors' rights generally and general principles of equity.3.4 Third-Party Authorizations and Approvals. No authorization,approval or other action by, and no notice to or filing, registration or recording with, anygovernmental authority or regulatory body (in each case that has not been obtained as of the datehereof) is required for either (i) the grant by each Grantor of the Liens purported to be created infavor of the Collateral Agent hereunder, or (ii) the exercise by the Collateral Agent of any rightsor remedies in respect of any Collateral (whether specifically granted or created hereunder orcreated or provided for by applicable law), except for the filings contemplated hereunder, as maybe required in connection with the disposition of any Investment Property, and as may be requiredunder federal laws pertaining to Intellectual Property.3.5 Attachment and Perfection. This Agreement is effective to create avalid and continuing security interest in all of the Collateral in favor of the Collateral Agent forthe benefit of the Secured Parties. With respect to each Grantor, upon the filing of all UCCfinancing statements describing the Collateral and naming such Grantor as debtor and theCollateral Agent as secured party in the filing offices set forth opposite such Grantor's name onSchedule 3.5, the security interests granted to the Collateral Agent hereunder will constituteperfected Liens with respect to that portion of the Collateral on which a Lien can be perfected bysuch methods, subject in the case of priority only to Permitted Liens.3.6 No Encumbrances. No effective UCC financing statement, fixturefiling or other instrument similar in effect under any applicable law covering all or any part of theCollateral is on file in any filing or recording office except for (x) financing statements for whichproper termination statements have been delivered to the Collateral Agent and (y) fmancingstatements, fixture filings and other instruments similar in effect filed in connection withPermitted Liens.3.7 Accounts. Each Account is the legal, valid and binding obligation of theAccount Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor,is enforceable in accordance with its terms, to the knowledge of the applicable Grantor, is notsubject to any set-offs, defenses, taxes, or counterclaims (except with respect to refunds, returnsand allowances in the ordinary course of business with respect to damaged merchandise), and is7

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 15 of 78in compliance in all material respects with all applicable laws, whether federal, state, local orforeign.3.8 Deposit Accounts. Schedule 3.8 sets forth under the heading "DepositAccounts" all of the Deposit Accounts in which the Grantors have an interest and each Grantorlisted thereunder is the sole account holder of the Deposit Accounts listed next to its name. Nosuch Grantor has consented to or is otherwise aware of, any Person (other than the CollateralAgent or Wells Fargo Foothill (or its successor or assign)) having either sole dominion andcontrol (within the meaning of common law) or "control" (within the meaning of Section 9-104of the UCC) over, or any other interest in, any such Deposit Account or any money or otherproperty deposited therein.3.9 Investment Property.(a) Pledged Capital Stock. Schedule 3.9 sets forth under the heading"Pledged Capital Stock" all of the Pledged Capital Stock owned by the Grantors and suchPledged Capital Stock constitutes the percentage of issued and outstanding Capital Stock of therespective issuers thereof indicated on such schedule. Each Grantor listed thereunder is therecord and beneficial owner of such Pledged Capital Stock listed next to its name on suchschedule, free and clear of all Liens, rights or claims of any Person, other than Permitted Liens,and there are no outstanding warrants, options or other rights to purchase, or shareholder, votingtrust or similar agreements outstanding with respect to, or property that is convertible into, or thatrequires the issuance or sale of, such Pledged Capital Stock.(b) Pledged Debt. Schedule 3.9 sets forth under the heading "PledgedDebt" all of the Pledged Debt owned by the Grantors and all of such Pledged Debt has been dulyauthorized, Authenticated or issued, and delivered, is the legal, valid and binding obligation of theissuers thereof, and is not in default, and Schedule 3.9 includes all of the issued and outstandingintercompany Indebtedness evidenced by an Instrument or certificated security of the respectiveissuers thereof owing to the Grantors.(c) Securities Accounts. Schedule 3.9 sets forth under the heading"Securities Accounts," all of the Securities Accounts in which any Grantor has an interest. SuchGrantor is the sole entitlement holder of each such Securities Account, and such Grantor has notconsented to, and is not otherwise aware of, any Person (other than the Collateral Agent or WellsFargo Foothill (or its successor or assign)) having "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or anysecurities or other property credited thereto.3.10 Intellectual Property. Schedule 3.10 sets forth a true and complete listof all United States, state and foreign registrations of and applications for Patents, Trademarks,and Copyrights owned by each Grantor. With respect to each Grantor listed on Schedule 3.10,such Grantor (i) is the sole and exclusive owner of the entire right, title, and interest in and to allIntellectual Property on Schedule 3.10, and (ii) owns or has the right to use all other IntellectualProperty used in the conduct of its business free and clear of all Liens, claims, encumbrances, andmaterial licenses granted by such Grantor, in each case except for Permitted Liens and suchlicenses set forth on Schedule 3.10. To each Grantor's knowledge, the conduct of such Grantor'sbusiness does not infringe on any Trademark, Patent, Copyright, Trade Secret or other intellectualproperty right of any third party; no claim is pending, or to such Grantor's knowledge, threatenedor has been made that the conduct of such Grantor's business or the use of any IntellectualProperty owned or used by such Grantor violates the intellectual property rights of any third party.8

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 16 of 78There is no effective financing statement or other document or instrument now executed, or onfile or recorded in any public office, granting a security interest in or otherwise encumbering anypart of the Intellectual Property owned by any Grantor, other than in favor of the Collateral Agentor Wells Fargo Foothill (or its successor or assign).3.11 Commercial Tort Claims. Schedule 3.11 sets forth all CommercialTort Claims of the Grantors.SECTION 4 COVENANTS AND AGREEMENTSEach Grantor hereby covenants and agrees as follows:4.1 Encumbrances. Except for the security interest created by thisAgreement, no Grantor will create or suffer to exist any Lien on or with respect to any of theCollateral, except Permitted Liens, and such Grantor will defend the Collateral against all Personsat any time claiming any such interest therein.4.2 Use of Collateral. Except where any such actions, individually or in theaggregate, would not have a material adverse effect on the Collateral as a whole, no Grantor willproduce, use or permit any Collateral to be used in violation of any provision of this Agreement,or to be knowingly used unlawfully or in violation of any applicable statute, regulation orordinance or any policy of insurance covering the Collateral.4.3 Taxes and Claims. Each Grantor will promptly pay when due allproperty and other taxes, assessments and governmental charges or levies imposed on, and allclaims (including claims for labor, materials and supplies) against, the Collateral, except to theextent the validity thereof is being contested in good faith; provided that, such Grantor will in anyevent pay such taxes, assessments, charges, levies or claims not later than five days prior to thedate of any proposed sale under any judgment, writ or warrant of attachment entered or filedagainst such Grantor or any of the Collateral as a result of the failure to make such payment.4.4 Materially Adverse Changes. Upon any Grantor or any officer of anyGrantor obtaining knowledge thereof, such Grantor will promptly notify the Collateral Agent inwriting of any event that may materially adversely affect the value of the Collateral, the ability ofany Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or therights and remedies of the Collateral Agent in relation thereto, including the levy of any legalprocess against the Collateral or any portion thereof. Subject to the Intercreditor, no Grantor willtake or permit any action that could impair the Collateral Agent's rights in the Collateral. NoGrantor will sell, transfer or assign (by operation of law or otherwise) any Collateral except aspermitted under the Indenture and the Intercreditor.4.5 Inventory. Each applicable Grantor will keep correct and accuraterecords of its Inventory as are customarily maintained under similar circumstances by Persons ofestablished reputation engaged in similar business, and in any event in conformity with GAAP.4.6 Bailees; Landlords. If material Equipment or Inventory is in possessionor control of any third party, including any warehouseman, bailee or agent, the applicable Grantorwill notify the third party of the Collateral Agent's security interest and will use commerciallyreasonable efforts to obtain an Authenticated acknowledgment from such third party that it isholding the Equipment and Inventory for the benefit of the Collateral Agent. With respect to anymaterial Collateral located on real property that is not owned by any Grantor, the applicable9

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 17 of 78Grantor will use commercially reasonable efforts to obtain and deliver to the Collateral Agent alandlord waiver in form and substance reasonably satisfactory to the Collateral Agent.4.7 Accounts. Except as otherwise provided in this Section 4.7, eachGrantor will continue to collect all amounts due or to become due to such Grantor under theAccounts and any Supporting Obligation and, in the exercise of its reasonable business judgment,diligently exercise each material right it may have under any Account, Supporting Obligation orCollateral Support. Upon the occurrence and during the continuance of an Event of Default, atsuch Grantor's expense and in connection with the foregoing collections and exercises, suchGrantor will take such action as the Collateral Agent may deem necessary or advisable.Notwithstanding the foregoing, the Collateral Agent will have the right at any time, subject to theIntercreditor, to notify or require any Grantor to notify any Account Debtor of the CollateralAgent's security interest in the Accounts and any Supporting Obligation.4.8 Limitations on Issuers of Pledged Capital Stock. No Grantor willpermit any issuer of any Pledged Capital Stock to merge or consolidate, unless (i) such merger orconsolidation is permitted under the Indenture, (ii) such issuer creates a security interest that isperfected by a filed financing statement (that is not effective solely under Section 9-508 of theUCC) in collateral in which such new debtor has or acquires rights, and (iii) all the outstandingCapital Stock of the surviving or resulting Person that is owned by such Grantor (except any suchCapital Stock constituting Excluded Assets) is, upon such merger or consolidation, pledgedhereunder.4.9 Deposit Accounts and Securities Accounts.(a) With respect to any Investment Property consisting of SecuritiesAccounts or Securities Entitlements having a value (with respect to each such account) in excessof $100,000, each Grantor will, subject to the Intercreditor, cause the securities intermediarymaintaining such Securities Account or Securities Entitlement to enter into an agreement pursuantto which, upon the occurrence and during the continuance of an Event of Default, it will agree tocomply with the Collateral Agent's "entitlement orders" without further consent by such Grantoror any other Person. With respect to each Deposit Account (subject to Section 4.9(b)), suchGrantor will, subject to the Intercreditor, cause the depositary institution maintaining suchaccount to enter into an agreement pursuant to which, upon the occurrence and during thecontinuance of an Event of Default, the Collateral Agent will have "control" (within the meaningof Section 9-104 of the UCC) over such Deposit Account.(b) Deposit Accounts may be maintained at any bank without havingto obtain a control agreement as provided in the foregoing Section 4.9(a) so long as the balancesof such Deposit Accounts are used exclusively for (i) petty cash needs, or (ii) employee payroll,employee benefits, or taxes. All control agreements required pursuant to this Section 4.9 shall beeffective with respect to the applicable Deposit Accounts within 30 days after the date hereof orafter the date established, if later.4.10 After-Acquired Collateral. Subject to the Intercreditor, if any Grantoracquires rights in any Investment Property, Letter-of-Credit Rights or Deposit Accounts after thedate hereof, such Grantor will deliver to the Collateral Agent a completed Security AgreementSupplement, together with all supplements to schedules thereto, reflecting such newly acquiredrights. Notwithstanding the foregoing, it is understood and agreed that the security interest of theCollateral Agent will attach to all after-acquired property immediately upon any Grantor's10

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 18 of 78acquisition of rights therein and will not be affected by the failure of any Grantor to deliver aSecurity Agreement Supplement as required hereby.4.11 Certain Proceeds. Except as provided in the next sentence, in the eventany Grantor receives any dividends, interest or distributions on any Investment Property, or anysecurities or other property upon the merger, consolidation, liquidation or dissolution of anyissuer of any such Proceeds, then (a) such dividends, interest or distributions and securities orother property will be included in the definition of Collateral without further action, and (b)subject to the Intercreditor, such Grantor will immediately take all steps, if any, reasonablynecessary or advisable to ensure the validity, perfection, priority and, if applicable, control of theCollateral Agent over such Proceeds (including delivery thereof to the Collateral Agent) andpending any such action such Grantor will be deemed to hold such dividends, interest,distributions, securities or other property in trust for the benefit of the Collateral Agent and willbe segregated from all other property of such Grantor. Notwithstanding the foregoing, so long asno Event of Default will have occurred and be continuing, the Collateral Agent authorizes eachGrantor to retain all ordinary cash dividends and distributions paid in the normal course of thebusiness of the issuer and consistent with the past practice of the issuer and all scheduledpayments of principal and interest.4.12 Certain Non-U.S. Collateral. If any issuer of any Investment Propertyis located in a jurisdiction outside of the United States, the applicable Grantor will, to the extentcommercially reasonable, take such additional actions, including causing the issuer to register thegrant of security hereunder on its books and records or making such filings or recordings, in eachcase as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure thevalidity, perfection and priority of the security interest of the Collateral Agent, subject to theIntercreditor. Upon the occurrence and continuation of an Event of Default, the Collateral Agentwill have the right, subject to the Intercreditor and without notice to any Grantor, to transfer all orany portion of such Collateral to its name or the name of its nominee or agent. In addition, theCollateral Agent will have the right at any time, without notice to any Grantor, to exchange anycertificates or instruments representing any of such Collateral for certificates or instruments ofsmaller or larger denominations.4.13 Certificated Collateral. With respect to any Collateral that isrepresented by a certificate or that is an Instrument (other than any such Collateral credited to aSecurities Account) and subject to the Intercreditor, the applicable Grantor will cause suchcertificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effectiveindorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificateconstitutes a "certificated security" for purposes of the UCC. With respect to any such Collateralthat is an "uncertificated security" for purposes of the UCC (other than any "uncertificatedsecurities" credited to a Securities Account) and subject to the Intercreditor, the applicableGrantor will cause the issuer of such uncertificated security to either (i) register the CollateralAgent as the registered owner thereof on the books and records of the issuer or (ii) execute anagreement reasonably acceptable to the Collateral Agent, pursuant to which, upon the occurrenceand continuation of an Event of Default, such issuer agrees to comply with the Collateral Agent'sinstructions with respect to such uncertificated security without further consent by such Grantoror any other Person.4.14 Voting and Distributions. So long as no Event of Default has occurredand is continuing, (a) except as otherwise provided under the covenants and agreements relatingto Investment Property in this Agreement or elsewhere herein or in the Indenture, each Grantorwill be entitled to exercise or refrain from exercising its voting and other consensual rights11

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 19 of 78pertaining to such Collateral or any part thereof for any purpose not inconsistent with the terms ofthis Agreement, the Indenture and the Intercreditor; provided that, no Grantor will exercise orrefrain from exercising any such right if such action would have a material adverse effect on thevalue of such Collateral; and (b) the Collateral Agent will promptly execute and deliver (or causeto be executed and delivered) to each Grantor all proxies and other instruments as such Grantormay from time to time reasonably request for the purpose of enabling such Grantor to exercise thevoting and other consensual rights when and to the extent that it is entitled to exercise pursuant toclause (a) above.4.15 Intellectual Property. Each Grantor will promptly report to theCollateral Agent all of the following: (i) the filing by such Grantor or on its behalf of anyapplication to register any Intellectual Property owned by such Grantor in whole or in part withthe United States Patent and Trademark Office, the United States Copyright Office, or anyforeign counterpart of the foregoing, (ii) the registration of any Intellectual Property owned bysuch Grantor in whole or in part by any such office, and (iii) the acquisition by such Grantor ofany issued Patent, or application or registration of any other Patent, Copyright, Trademark, orTrade Secret. In each event, such Grantor will execute and deliver to the Collateral Agent acompleted Security Agreement Supplement, together with all supplements to schedules thereto,and, if requested, signed counterparts of an IP Security Agreement, as applicable, or any otheragreement reasonably acceptable to the Collateral Agent having the same operative effect,together with all supplements to the schedules thereto.4.16 Commercial Tort Claims. With respect to all Commercial Tort Claimshereafter arising, each Grantor will deliver to the Collateral Agent a completed SecurityAgreement Supplement, together with all supplements to schedules thereto, identifying such newCommercial Tort Claims.4.17 Insurance. Each Grantor will maintain, with financially sound andreputable companies, insurance policies (i) insuring the Inventory and Equipment against loss byfire, explosion, theft and such other casualties as may be commercially reasonable, and (ii)insuring such Grantor and the Collateral Agent against liability for personal injury and propertydamage relating to such Inventory and Equipment, such policies to be in such amounts andcovering such risks as is commercially reasonable and prudent with respect to the business andproperties of the Grantors and that are usually carried by companies engaged in similar businessesand owning similar properties in the same general areas in which the Grantors operate. All suchinsurance shall (i) provide that no cancellation, material reduction in amount or material changein coverage thereof will be effective until at least 30 days after notice to the Collateral Agentthereof, (ii) name the Collateral Agent as an additional insured party or loss payee, as its interestsmay appear, and, (iii) include a breach of warranty clause.4.18 Additional Grantors. From time to time subsequent to the date hereof,additional Persons may become parties hereto as additional grantors (each, an "AdditionalGrantor") by executing a Security Agreement Supplement, together with all supplements toschedules thereto. Upon delivery of any such Security Agreement Supplement to the CollateralAgent, notice of which is hereby waived by each of the Grantors, each Additional Grantor will bea grantor and will be as fully a party hereto as if such Additional Grantor were an originalsignatory hereto. Each Grantor expressly agrees that its obligations arising hereunder will not beaffected or diminished by the addition or release of any other Grantor, nor by any election of theCollateral Agent not to cause any subsidiary of any Grantor to become an Additional Grantor.This Agreement will be fully effective as to any Grantor that is or becomes a party heretoregardless of whether any other Person becomes or fails to become or ceases to be a Grantor.12

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 20 of 784.19 Further Assurances. Each Grantor agrees that from time to time, at theexpense of such Grantor, it will promptly authenticate, execute and deliver all further agreements,instruments, certificates and documents, and take all further action, that may be necessary ordesirable, or that the Collateral Agent may reasonably request, to create or maintain the validity,perfection or priority of and protect any security interest granted or purported to be grantedhereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunderwith respect to any Collateral. Without limiting the generality of the foregoing, each Grantorshall:(a) file such financing or continuation statements, or amendmentsthereto, and execute and deliver such other agreements, instruments, endorsements, powers ofattorney or notices, as may be necessary or desirable, or as the Collateral Agent may reasonablyrequest, to perfect and preserve the security interests granted or purported to be granted hereby;(b) take all actions necessary to ensure the recordation of appropriateevidence of the Liens and security interest granted hereunder in Intellectual Property with anyintellectual property registry in which such Intellectual Property is registered or in which anapplication for registration of such Intellectual Property is pending;(c) at any reasonable time, upon request by the Collateral Agent, allowinspection of the Collateral by the Collateral Agent, or Persons designated by the CollateralAgent; and(d) at the Collateral Agent's reasonable request, appear in and defendany action or proceeding that may affect such Grantor's title to or the Collateral Agent's securityinterest in all or any part of the Collateral.SECTION 5 REMEDIES5.1 Generally. If any Event of Default will have occurred and be continuing,the Collateral Agent may exercise in respect of the Collateral, subject to the Intercreditor and inaddition to all other rights and remedies provided for herein or otherwise available to it at law orin equity, all the rights and remedies of the Collateral Agent on default under the UCC (whetheror not the UCC applies to the affected Collateral) to collect, enforce or satisfy any SecuredObligations then owing, whether by acceleration or otherwise, and also may pursue any of thefollowing separately, successively or simultaneously:(a) require any Grantor to, and each Grantor hereby agrees that it willat its expense and promptly upon request of the Collateral Agent, forthwith assemble all or part ofthe Collateral as directed by the Collateral Agent and make it available to the Collateral Agent ata place to be designated by the Collateral Agent that is reasonably convenient to both parties;(b) enter onto the property where any Collateral is located and takepossession thereof with or without judicial process;(c) prior to the disposition of the Collateral, store, process, repair orrecondition the Collateral or otherwise prepare the Collateral for disposition in any manner to theextent the Collateral Agent deems appropriate; and(d) without notice, except as specified below or under the UCC, sell,assign, lease, license (on an exclusive or nonexclusive basis, to the extent the Grantor has the13

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 21 of 78lawful right to do so), or otherwise dispose of the Collateral or any part thereof in one or moreparcels at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, oncredit or for future delivery, at such time or times and at such price or prices and on such otherterms as the Collateral Agent may deem commercially reasonable.5.2 Sale of Collateral. The Collateral Agent or any Secured Party may bethe purchaser of any portion of the Collateral at any public or private (to the extent that theportion of the Collateral being privately sold is of a kind that is customarily sold on a recognizedmarket or the subject of widely distributed standard price quotations) sale in accordance with theUCC, and the Collateral Agent, as collateral agent for and representative of the Secured Parties,will be entitled, for the purpose of bidding and making settlement or payment of the purchaseprice for all or any portion of the Collateral sold at any such sale, to use and apply any of theSecured Obligations as a credit on account of the purchase price for any Collateral payable by theCollateral Agent at such sale. Each purchaser at any such sale will hold the property soldabsolutely free from any claim or right on the part of any Grantor, and each Grantor herebywaives (to the extent permitted by applicable law) all rights of redemption, stay or appraisal thatit now has or may at any time in the future have under any rule of law or statute now existing orhereafter enacted. Each Grantor agrees that, to the extent notice of sale will be required by law,at least ten days notice to such Grantor of the time and place of any public sale or the time afterwhich any private sale is to be made will constitute reasonable notification. The Collateral Agentwill not be obligated to make any sale of Collateral regardless of notice of sale having been given.The Collateral Agent may adjourn any public or private sale from time to time by announcementat the time and place fixed therefor, and such sale may, without further notice, be made at thetime and place to which it was so adjourned. Each Grantor agrees that it would not becommercially unreasonable for the Collateral Agent to dispose of the Collateral or any portionthereof by using Internet sites that provide for the auction of assets of the types included in theCollateral or that have the reasonable capability of doing so, or that match buyers and sellers ofassets. The Collateral Agent may sell the Collateral without giving any warranties as to theCollateral, and may specifically disclaim or modify any warranties of title or the like, whichprocedure will not be considered to adversely effect the commercial reasonableness of any sale ofthe Collateral. Each Grantor hereby waives any claims against the Collateral Agent arising byreason of the fact that the price at which any Collateral may have been sold at such a private salewas less than the price that might have been obtained at a public sale, even if the Collateral Agentaccepts the first offer received and does not offer such Collateral to more than one offeree. If theproceeds of any sale or other disposition of the Collateral are insufficient to pay all the SecuredObligations, each Grantor will be liable for the deficiency and the fees of any attorneys employedby the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach ofany of the covenants contained in this Section 5.2 will cause irreparable injury to the CollateralAgent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as aconsequence, that each and every covenant contained in this Section will be specificallyenforceable against such Grantor, and such Grantor hereby waives and agrees not to assert anydefenses against an action for specific performance of such covenants except for a defense that nodefault has occurred giving rise to the Secured Obligations becoming due and payable prior totheir stated maturities. If the Collateral Agent sells any of the Collateral on credit, the applicableGrantors will be credited only with payments actually made by purchaser and received by theCollateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails topay for the Collateral, the Collateral Agent may resell the Collateral and the applicable Grantorswill be credited with proceeds of the sale. Nothing in this Section 5.2 will in any way alter therights of the Collateral Agent hereunder.14

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 22 of 785.3 Marshalling; Payments Set Aside. Subject to the Intercreditor, theCollateral Agent will have no obligation to marshall any assets in favor of any Grantor or anyother Person or against or in payment of any of the Secured Obligations.5.4 Application of Proceeds. Except as expressly provided elsewhere inthis Agreement or in the Intercreditor, all proceeds received by the Collateral Agent in respect ofany sale, collection from, or other realization on all or any part of the Collateral shall be appliedin full or in part by the Collateral Agent against the Secured Obligations in the following order ofpriority: first, to the payment of all costs and expenses of such sale, collection or other realization,including reasonable compensation to the Collateral Agent and its agents and counsel, and allother reasonable expenses, liabilities and advances made or incurred by the Collateral Agent inconnection therewith, and all amounts for which the Collateral Agent is entitled toindemnification hereunder and all advances made by the Collateral Agent hereunder for theaccount of the applicable Grantor, and to the payment of all costs and expenses paid or incurredby the Collateral Agent in connection with the exercise of any right or remedy hereunder or underany Indenture Document, all in accordance with the terms hereof or thereof; and second, to theextent of any excess of such proceeds, in accordance with Section 6.10 of the Indenture.5.5 Accounts. Subject to the Intercreditor, at any time following theoccurrence and during the continuation of an Event of Default, the Collateral Agent may: (a)direct the Account Debtors under any Accounts to make payment of all amounts due or tobecome due to such Grantor thereunder directly to the Collateral Agent, (b) notify, or require anyGrantor to notify, each Person maintaining a lockbox or similar arrangement to which AccountDebtors under any Accounts have been directed to make payment to remit all amountsrepresenting collections on checks and other payment items from time to time sent to or depositedin such lockbox or other arrangement directly to the Collateral Agent, or (c) enforce collection, atthe Grantors' expense, of any such Accounts and to adjust, settle or compromise the amount orpayment thereof, in the same manner and to the same extent as any applicable Grantor might havedone. If the Collateral Agent notifies any Grantor that it has elected to collect the Accounts inaccordance with the preceding sentence, any payments of Accounts received by such Grantor willbe forthwith (and in any event within two Business Days) deposited by such Grantor in the exactform received, duly indorsed by such Grantor to the Collateral Agent if required, in a collateralaccount maintained under the sole dominion and control of the Collateral Agent, and until soturned over, all amounts and proceeds (including checks and other instruments) received by suchGrantor in respect of the Accounts, any Supporting Obligation or Collateral Support will bereceived in trust for the benefit of the Collateral Agent hereunder and will be segregated fromother funds of such Grantor and such Grantor will not adjust, settle or compromise the amount orpayment of any Account, or release wholly or partly any Account Debtor or obligor thereof, orallow any credit or discount thereon.5.6 Investment Property.(a) Each Grantor recognizes that, by reason of certain prohibitionscontained in the Securities Act and applicable state securities laws, the Collateral Agent may becompelled, with respect to any sale of all or any part of the Investment Property conductedwithout prior registration or qualification of such Investment Property under the Securities Act orsuch state securities laws, to limit purchasers to those who will agree, among other things, toacquire the Investment Related Property for their own account, for investment and not with aview to the distribution or resale thereof. Each Grantor acknowledges that any such private salemay be at prices and on terms less favorable than those obtainable through a public sale withoutsuch restrictions (including a public offering made pursuant to a registration statement under the15

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 23 of 78Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any suchprivate sale will be deemed to have been made in a commercially reasonable manner and that theCollateral Agent will have no obligation to engage in public sales and no obligation to delay thesale of any Investment Property for the period of time necessary to permit the issuer thereof toregister it for a form of public sale requiring registration under the Securities Act or underapplicable state securities laws, even if such issuer would, or should, agree to so register it. If theCollateral Agent determines to exercise its right to sell any of the Investment Property, uponwritten request, each Grantor will and will use commercially reasonable efforts to cause eachissuer of any Pledged Capital Stock or Pledged Debt to be sold hereunder from time to time tofurnish to the Collateral Agent all such information as the Collateral Agent may request todetermine the number and nature of interest, shares or other instruments included in theInvestment Property that may be sold by the Collateral Agent in exempt transactions under theSecurities Act and the rules and regulations of the SEC thereunder, as the same are from time totime in effect.(b) Upon the occurrence and during the continuation of an Event ofDefault and subject to the Intercreditor, (i) all rights of each Grantor to exercise or refrain fromexercising the voting and other consensual rights that it would otherwise be entitled to exercisepursuant hereto will cease and all such rights will thereupon become vested in the CollateralAgent, who will thereupon have the sole right to exercise such voting and other consensual rights;(ii) all rights of each Grantor to receive dividends and other distributions that it would otherwisebe entitled to receive pursuant hereto will cease and all such rights will thereupon become vestedin the Collateral Agent, who will thereupon have the sole right to receive such dividends andother distributions; and (iii) to permit the Collateral Agent to exercise the voting and otherconsensual rights that the Grantors would otherwise be entitled to exercise pursuant hereto and toreceive all dividends and other distributions that the Grantors would otherwise be entitled toreceive, each Grantor will promptly execute and deliver (or cause to be executed and delivered) tothe Collateral Agent all proxies, dividend payment orders and other instruments as the CollateralAgent may from time to time reasonably request, and each Grantor acknowledges that theCollateral Agent may utilize the power of attorney set forth in Section 6.3.5.7 Deposit Accounts. Upon the occurrence and during the continuation ofan Event of Default and subject to the Intercreditor, the Collateral Agent will have the right toapply the balance from any Deposit Account or instruct the bank at which any Deposit Account ismaintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.5.8 Intellectual Property.(a) Upon the occurrence and during the continuation of an Event ofDefault and subject to the Intercreditor:(i) the Collateral Agent will have the right (but notthe obligation) to bring suit or otherwise commence any action or proceeding inthe name of any Grantor, the Collateral Agent or otherwise, in the CollateralAgent's sole discretion, to enforce any Intellectual Property included in theCollateral, in which event, such Grantor will, at the request of the CollateralAgent, do all lawful acts and execute all documents reasonably required by theCollateral Agent in aid of such enforcement, and such Grantor will promptly,upon demand, reimburse and indemnify the Collateral Agent as provided inSections 6.6 and 6.7 in connection therewith;16

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 24 of 78(ii) upon written demand from the Collateral Agent,each Grantor will assign, convey or otherwise transfer to the Collateral Agent orits designee all of such Grantor's right, title and interest in and to the IntellectualProperty included in the Collateral, and will execute and deliver to the CollateralAgent such documents as are necessary to effectuate and record such assignment,conveyance, or transfer of, or other evidence of foreclosure on, such IntellectualProperty;(iii) in the event of any assignment, conveyance orother transfer of any of the Trademarks included in the Collateral, the goodwillsymbolized by any such Trademarks will be included in such sale or transfer, andthe applicable Grantor will supply to the Collateral Agent or its designee suchGrantor's manufacturing, advertising, and distribution know-how, and copies ofrecords embodying such know-how, relating to products and services theretoforesold under such Trademarks;(iv) each Grantor agrees that an assignment,conveyance, or transfer of any Intellectual Property included in the Collateralwill be applied to reduce the Secured Obligations outstanding only to the extentthat the Collateral Agent receives cash proceeds in respect of such assignment,conveyance, or other transfer of the Intellectual Property; and(v) the Collateral Agent will have the right to notify,or require each Grantor to notify, any obligors with respect to payments due or tobecome due to such Grantor in respect of the Intellectual Property, of theexistence of the security interest created herein, to direct such obligors to makepayment of all such amounts directly to the Collateral Agent, and, upon suchnotification and at the expense of such Grantor, to enforce collection of any suchamounts and to adjust, settle or compromise the amount of such payment, to thesame extent as such Grantor could have done.(b) Solely for the purpose of enabling the Collateral Agent to exerciserights and remedies under this Section 5.8 at such time as the Collateral Agent will be lawfullyentitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent,to the extent it has the lawful right to do so, an irrevocable, nonexclusive worldwide license(exercisable without payment of royalty or other compensation to such Grantor), to use, operateunder, or sublicense any Intellectual Property now or hereafter owned by such Grantor, subject, inthe case of Trademarks, to the maintenance by or on behalf of the Collateral Agent of qualitystandards with respect to the products and services sold under such Trademarks at a level at leastsubstantially comparable to that prevailing at the time of Event of Default. The foregoing licensegrant to the Collateral Agent is in addition to, and not in limitation of, the Collateral Agent'srights under Section 6.5.9 Cash Proceeds. In addition to the rights of the Collateral Agentspecified in Section 5.5, upon the occurrence and during the continuation of an Event of Defaultand subject to the Intercreditor, Cash Proceeds will be held by such Grantor in trust for theCollateral Agent, segregated from other funds of such Grantor, and will, forthwith upon receiptby such Grantor, unless otherwise provided in Section 5.5 or in the Intercreditor, be turned overto the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantorto the Collateral Agent, if required) and held by the Collateral Agent in a designated collateralaccount. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or17

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 25 of 78otherwise), if an Event of Default has occurred and is continuing, may, in the sole discretion ofthe Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the SecuredParties, as collateral security for the Secured Obligations (whether matured or =matured), or (B)then or at any time thereafter may be applied by the Collateral Agent against the SecuredObligations then due and owing.5.10 Certain Rights Respecting Contracts. Upon the occurrence and duringthe continuation of an Event of Default and subject to the Intercreditor, the Collateral Agent mayassume any Grantor's rights under any or all contracts of such Grantor, it being in the CollateralAgent's sole discretion whether to do so and which Contracts are to be assumed. Withoutlimiting the generality of the foregoing, in such event the Collateral Agent may notify (or requirethe applicable Grantor to notify) other parties to any such contract that it has assumed theapplicable Grantor's rights thereunder, may perform and discharge any or all such Grantor'sobligations thereunder, and, in the exercise of such rights, may pay any costs and expenses andemploy agents and legal counsel, all at the sole cost and expense of the Grantors. The CollateralAgent will not be obligated to perform or discharge any obligation or duty to be performed ordischarged by any Grantor under any contract, and each Grantor hereby agrees to indemnify theCollateral Agent, its nominee and each other principal for, and hold each such Person harmlessfrom, any and all liability arising from such contracts, except to the extent that such liabilityresults from such Person's gross negligence or willful misconduct. Nothing herein shall beconstrued to place responsibility for the control, care, management, or repair of any property towhich any Grantor has rights under the contracts on the Collateral Agent or make it liable for anynegligence in the management, operation, upkeep, repair or control of such property.SECTION 6 RIGHTS AND OBLIGATIONS OF COLLATERAL AGENT6.1 Appointment, Resignation and Removal. The Collateral Agent hasbeen appointed to act as Collateral Agent hereunder by each Secured Party pursuant to theIndenture. The Collateral Agent will be obligated, and will have the right hereunder, to makedemands, to give notices, to exercise or refrain from exercising any rights, and to take or refrainfrom taking any action (including the release or substitution of Collateral), solely in accordancewith this Agreement, the Indenture and the Intercreditor. The Collateral Agent may resign and asuccessor Collateral Agent may be appointed in the manner provided in the Indenture. Upon theacceptance of any appointment as Collateral Agent under the terms of the Indenture by asuccessor Collateral Agent, that successor Collateral Agent will thereupon succeed to and becomevested with all the rights, powers, privileges and duties of the retiring or removed CollateralAgent under this Agreement, and the retiring or removed Collateral Agent under this Agreementwill be discharged from its duties and obligations hereunder. After any retiring or removedCollateral Agent's resignation or removal, the provisions of this Agreement will inure to itsbenefit as to any actions taken or omitted to be taken by it under this Agreement while it was theCollateral Agent hereunder.6.2 Standard of Care; Collateral Agent May Perform. The powersconferred on the Collateral Agent hereunder are solely to protect the Secured Parties' interest anddoes not impose any duty on it to exercise any such powers. Except for the exercise ofreasonable care in the custody of any Collateral in its possession and the accounting for moneysactually received by it hereunder, the Collateral Agent will have no duty as to any Collateral or asto the taking of any necessary steps to preserve rights against prior parties, subject to theIntercreditor, or any other rights pertaining to any Collateral. The Collateral Agent will bedeemed to have exercised reasonable care in the custody and preservation of Collateral in itspossession if such Collateral is accorded treatment substantially equal to that which the Collateral18

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 26 of 78Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers,employees or agents will be liable for failure to demand, collect or realize on all or any part of theCollateral or for any delay in doing so or will be under any obligation to sell or otherwise disposeof any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to performany agreement contained herein, the Collateral Agent may itself perform, or cause performance of,such agreement, and the expenses of the Collateral Agent incurred in connection therewith will bepayable by each Grantor pursuant to Section 6.6.63 Attorney-In-Fact. Each Grantor hereby irrevocably appoints theCollateral Agent (such appointment being coupled with an interest), subject to the Intercreditor,as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor andin the name of such Grantor, the Collateral Agent or otherwise, from time to time to take anyaction and to execute any instrument reasonably necessary or advisable or that the CollateralAgent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement,including the following:(a) to prepare, sign, and file for recordation in any IntellectualProperty registry, appropriate evidence of the lien and security interest granted herein in theIntellectual Property in the name of such Grantor as assignor or pledgor;(b) to take or cause to be taken all actions necessary to perform orcomply or cause performance or compliance with the terms of this Agreement, including accessto pay or discharge taxes or Liens (other than Permitted Liens) levied or placed on or threatenedagainst the Collateral, any such payments made by the Collateral Agent to become part of theSecured Obligations of such Grantor (Collateral Agent agrees to give reasonable notice to suchGrantor of such payments) to the Collateral Agent, due and payable immediately without demand;and(c) Upon the occurrence and during the continuance of any Event ofDefault and subject to the Intercreditor:(i) to obtain and adjust insurance required to bemaintained by such Grantor or paid to the Collateral Agent pursuant to theIndenture Documents;(ii) to ask for, demand, collect, sue for, recover,compound, receive and give acquittance and receipts for moneys due and tobecome due under or in respect of any of the Collateral;(iii) to receive, endorse and collect any drafts or otherInstruments, Documents and Chattel Paper in connection with Section 6.3(1));(iv) to file any claims or take any action or instituteany proceedings that the Collateral Agent may deem necessary or desirable forthe collection of any of the Collateral or otherwise to enforce the rights of theCollateral Agent with respect to any of the Collateral;(v) to sell, transfer, assign, lease, license, pledge,make any agreement with respect to or otherwise deal with any of the Collateralas fully and completely as though the Collateral Agent were the absolute ownerthereof for all purposes, and to do, at the Collateral Agent's option and such19

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 27 of 78Grantor's expense, at any time or from time-to-time, all acts and thingsreasonably necessary or advisable or that the Collateral Agent reasonably deemsnecessary to protect, preserve, or realize on the Collateral and the CollateralAgent's security interest therein as fully and effectively as such Grantor might do.6.4 Access; Right of Inspection. The Collateral Agent will at all timesupon reasonable prior notice have full and free access during normal business hours to all thebooks, correspondence and records of each Grantor, and the Collateral Agent and itsrepresentatives may examine the same, take extracts therefrom and make photocopies thereof,and each Grantor agrees to render to the Collateral Agent, at such Grantor's cost and expense,such clerical and other assistance as may be reasonably requested with regard thereto. TheCollateral Agent and its representatives will during normal business hours upon reasonable priornotice also have the right to enter any premises of each Grantor and inspect any property of eachGrantor where any of such Grantor's Collateral is located for the purpose of inspecting the same,observing its use or otherwise protecting its interests therein.6.5 Authorizations. Each Grantor hereby authorizes the Collateral Agent totake all steps reasonably necessary or that it deems reasonably necessary to maintain and preservethe Collateral, consistent with the Grantor's obligations to do so hereunder and under thelntercreditor, all at the Grantor's expense. Without limiting the foregoing, each Grantor herebyauthorizes the filing of any financing statements or continuation statements, and amendments tofinancing statements, or any similar document in any jurisdictions and with any filing offices asare necessary or advisable to perfect the security interest granted to the Collateral Agenthereunder. Such financing statements may describe the Collateral in the same manner asdescribed herein or may contain an indication or description of collateral that describes suchproperty in any other manner as is necessary, advisable or prudent to ensure the perfection of thesecurity interest in the Collateral granted to the Collateral Agent hereunder, including describingsuch property as "all assets, whether now owned or hereafter acquired." Each Grantor will fromtime to time furnish to the Collateral Agent statements and schedules further identifying anddescribing the Collateral and such other reports in connection with the Collateral as the CollateralAgent may reasonably request, all in reasonable detail. Notwithstanding the foregoing, theCollateral Agent shall be under no obligation to prepare or file any financing statements.6.6 Expenses. Each Grantor, jointly and severally, will promptly pay to theCollateral Agent the amount of any and all costs and expenses, including the reasonable fees andexpenses of its counsel and the fees and expenses of any experts and agents, that the CollateralAgent may incur in connection with this Agreement, including all costs and expenses relating to(a) any and all filings and other actions taken to ensure the attachment, perfection and priority of,and the ability of the Collateral Agent to enforce, the Collateral Agent's security interest in theCollateral; (b) any action, suit or other proceeding affecting the Collateral or any part thereofcommenced, in which action, suit or proceeding the Collateral Agent is made a party orparticipates or in which the right to use the Collateral or any part thereof is threatened, or inwhich it becomes necessary or in the reasonable judgment of the Collateral Agent becomesreasonably necessary to defend or uphold the Lien hereof (including any action, suit orproceeding to establish or uphold the compliance of the Collateral with any requirements of anygovernmental authority or law); (c) the collection of the Secured Obligations; (d) the enforcementand administration hereof; (e) the custody or preservation of, or the sale of, collection from, orother realization on, any of the Collateral; (f) the exercise or enforcement of any of the rights ofthe Collateral Agent or any Secured Party hereunder; or (g) the failure by any Grantor to performor observe any of the provisions hereof. All amounts expended by the Collateral Agent andpayable by any Grantor under this Section 6.6 will be due upon demand (together with interest20

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 28 of 78thereon accruing at the applicable default rate during the period from and including the date onwhich such funds were so expended to the date of repayment) and will be part of the SecuredObligations. Each Grantor's obligations under this Section 6.6 will survive the terminationhereof and the discharge of such Grantor's other obligations under this Agreement, the Indentureand the Notes.6.7 Indemnity. Each Grantor jointly and severally agrees to (a) defend(subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless each Indemnitee,from and against all claims, losses and liabilities in any way relating to, growing out of orresulting from this Agreement and the transactions contemplated hereby (including enforcementof this Agreement), except to the extent such claims, losses or liabilities result from suchIndemnitee's gross negligence or willful misconduct; and (b) to pay to the Collateral Agentpromptly following written demand the amount of all reasonable costs and reasonable expenses,including the reasonable fees and expenses of its counsel and of any experts and agents inaccordance with the tenns and conditions of the Indenture. The obligations of each Grantor underthis Section 6.7 will survive the termination of this Agreement and the discharge of suchGrantor's other obligations under this Agreement, the Indenture and Notes, and will be a part ofthe Secured Obligations.6.8 Release of Collateral. Upon the payment in full of all SecuredObligations (other than contingent indemnification obligations to the extent any unsatisfiedclaims giving rise thereto have not been asserted), and in connection with any sale or otherdisposition of any portion of the Collateral permitted by the Indenture, the security interestsgranted hereunder in such Collateral will terminate and all rights to such Collateral will revert tothe applicable Grantor (or other Person entitled thereto) in accordance with Section 10.4 of theIndenture. Upon such termination, the Collateral Agent will, at the Grantors' expense, executeand deliver to the applicable Grantor such documents, including any termination statements, assuch Grantor may reasonably request to evidence such termination and release of such securityinterest.SECTION 7 MISCELLANEOUS7.1 Notices. Unless otherwise specifically provided herein, any notice orother communication herein required or permitted to any Grantor shall be sent to such Grantor'saddress as set forth on Schedule 7.1. Any notice or other communication herein required orpermitted to the Collateral Agent shall be sent to the Collateral Agent's address set forth inSection 12.2 of the Indenture. Each notice hereunder shall be in -writing and may be personallyserved or sent by facsimile, United States mail or courier service and will be deemed to have beengiven when delivered in person or by courier service and signed for against receipt thereof, uponreceipt of facsimile, or three Business Days after depositing it in the United States mail withpostage prepaid and properly addressed; provided that, no notice to the Collateral Agent will beeffective until received by the Collateral Agent.7.2 Amendment and Waivers. No amendment, modification, terminationor waiver of any provision of this Agreement, or consent to any departure by any Grantortherefrom, will in any event be effective without the written concurrence of the Collateral Agentand each Grantor.73 No Waiver; Remedies Cumulative. No failure or delay on the part ofthe Collateral Agent in the exercise of any power, right or privilege hereunder or under any otherIndenture Document will impair such power, right or privilege or be construed to be a waiver of21

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 29 of 78any default or acquiescence therein, nor will any single or partial exercise of any such power,right or privilege preclude other or further exercise thereof or of any other power, right orprivilege. All rights, powers and remedies existing under this Agreement and the other IndentureDocuments are cumulative, and not exclusive of, any rights or remedies otherwise available. Anyforbearance or failure to exercise, and any delay in exercising, any right, power or remedyhereunder will not impair any such right, power or remedy or be construed to be a waiver thereof,nor will it preclude the further exercise of any such right, power or remedy.7.4 Successors and Assigns. This Agreement will be binding on the partieshereto and their respective successors and assigns including all persons who become bound asdebtor to this Agreement. No Grantor may, without the prior written consent of the CollateralAgent, assign any right, duty or obligation hereunder.7.5 Independence of Covenants. All covenants hereunder shall be givenindependent effect so that if a particular action or condition is not permitted by any of suchcovenants, the fact that it would be permitted by an exception to, or would otherwise be withinthe limitations of, another covenant will not avoid the occurrence of a Default or an Event ofDefault if such action is taken or condition exists.7.6 Survival of Representations, Warranties and Agreements. Allrepresentations, warranties and agreements made herein will survive the execution and deliveryhereof. Notwithstanding anything herein or implied by law to the contrary, the agreements ofeach Grantor set forth in Sections 6.6 and 6.7 will survive the payment of the Secured Obligationsand the termination hereof.7.7 Severability. If any provision in or obligation hereunder will be invalid,illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of theremaining provisions or obligations, or of such provision or obligation in any other jurisdiction,will not in any way be affected or impaired thereby.7.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAPPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OFNEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OFTHE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICELAWS AND RULES 327(B).7.9 Counterparts. This Agreement may be executed in any number ofcounterparts (including via facsimile), each of which when so executed and delivered will bedeemed an original, but all such counterparts together will constitute but one and the sameinstrument.7.10 Effectiveness. This Agreement will become effective upon theexecution of a counterpart hereof by each of the parties and receipt by the Grantors and theCollateral Agent of written or telephonic notification of such execution and authorization ofdelivery thereof.7.11 Entire Agreement. This Agreement and the other Indenture Documentsembody the entire agreement and understanding between the Grantors and the Collateral Agent,and supersede all prior agreements and understandings between such parties relating to thesubject matter hereof and thereof. Accordingly, the Indenture Documents may not be22

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 30 of 78contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.There are no unwritten oral agreements between the parties.7.12 Limitation on Collateral Agent's Liability. Notwithstanding anythingto the contrary contained herein, the Collateral Agent shall not be responsible for filing anyfinancing or continuation statements or recording any documents or instruments in any publicoffice at any time or times or otherwise perfecting or maintaining the perfection of any securityinterest in the Collateral, nor shall the Collateral Agent be liable or responsible for any loss ordiminution in the value of any of the Collateral, by reason of the act or omission of any carrier,forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. TheCollateral Agent shall not be responsible for the existence, genuineness or value of any of theCollateral or for the validity, perfection, priority or enforceability of the Liens in any of theCollateral, whether impaired by operation of law or by reason of any action or omission to act onits part hereunder, except to the extent such action or omission constitutes gross negligence, badfaith or willful misconduct on the part of the Collateral Agent. Nor shall the Collateral Agent beresponsible for the validity or sufficiency of the Collateral or any agreement or assignmentcontained therein, for the validity of the title of any Grantor to the Collateral, for insuring theCollateral or for the payment of taxes, charges, assessments or Liens on the Collateral orotherwise as to the maintenance of the Collateral.7.13 Rights and Obligations Subject to Intercreditor. All rights andremedies provided herein to the Collateral Agent, and all obligations of the Grantors hereunder,are subject to the applicable terms and provisions of the Intercreditor. So long as the Intercreditoris effective, if any inconsistency exists or arises between the terms hereof and the Intercreditor,the Intercreditor controls.[signature pages follow]23

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 31 of 78IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused thisAgreement to be duly executed and delivered by their respective officers thereunto dulyauthorized as of the date first written above.Grantors:155 East Tropicana, LLCBy:Name: /411 G. KieferTitle: Chief Executive Officer155 East Tropicana Finance Corp.By:G. KieferTitle: President3671.77

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 32 of 78Collateral Agent:The Bank of Nest Company, N.A.By:ame: Atif6e2 AR--ksTitle: tile-e #41--es/66"-fr367177

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 33 of 78EXHIBIT A[Form of]SECURITY AGREEMENT SUPPLEMENTThis SECURITY AGREEMENT SUPPLEMENT, dated as of , 200ll(this "Supplement"), is made by the Persons listed on the signature pages hereof (collectively,the "[Additional] Grantors") in favor of The Bank of New York Trust Company, N.A., ascollateral agent for the Secured Parties (in such capacity, the "Collateral Agent"). Undefinedcapitalized terms used in this Agreement have the meanings assigned to them in that certainSenior Secured Note Security Agreement, dated as of March 29, 2005 (as amended, restated,supplemented or otherwise modified from time to time, the "Security Agreement"), among theIssuers, the other Grantors party thereto and the Collateral Agent.Section 1. Affirmation and Grant of Security. Each [Additional] Grantorhereby [For existing Grantors add: affirms its grant to the Collateral Agent for the benefit of theSecured Parties set forth in the Security Agreement of, and] grants to the Collateral Agent for thebenefit of the Secured Parties, a security interest in and continuing lien on all of such [Additional]Grantor's right, title and interest in, to and under the Collateral to secure the Secured Obligations.Section 2. Representation and Warranties. Each [Additional] Grantorrepresents and warrants that the attached schedules supplement the schedules to the SecurityAgreement, and that each such supplemental schedule accurately and completely sets forth alladditional information required pursuant to the Security Agreement, and such Grantor herebyagrees that such supplemental schedules constitutes part of the schedules to the SecurityAgreement.[The following bracketed section is for Additional Grantors only][Section 3. Additional Grantor Provisions. Pursuant to Section 4.18 of theSecurity Agreement, each Additional Grantor hereby:(a) agrees that by the execution and delivery hereof, such AdditionalGrantor becomes a Grantor under the Security Agreement and agrees to be bound by allof the terms thereof as if it were an original signatory thereto, and all of the propertypledged hereby shall be deemed to be part of the Collateral and hereafter subject to eachof the terms and conditions of the Security Agreement;(b) represents and warrants that, except as set forth on the scheduleshereto, each of the representations and warranties set forth in the Security Agreement andapplicable to such Additional Grantor is true and correct both before and after givingeffect to this Supplement, except to the extent that any such representation and warrantyrelates solely to any earlier date, in which case such representation and warranty is trueand correct as of such earlier date;(c) agrees that from time to time, at such Additional Grantor'sexpense, it will promptly authenticate, execute and deliver all further agreements,instruments, certificates and documents, and take all further action, that may be necessaryor desirable, or that the Collateral Agent may reasonably request, to create or maintainthe validity, perfection or priority of and protect any security interest granted or purportedto be granted hereby or to enable the Collateral Agent to exercise and enforce its rightsand remedies hereunder with respect to any Collateral; andA-1

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 34 of 78EXHIBIT Ad) agrees that any notice or other communication herein required orpermitted to be given shall be given in accordance with Section 7.1 of the SecurityAgreement, and all for purposes thereof, the notice address of the undersigned shall bethe address as set forth on the applicable schedule hereto.]Section [3] [4]. Miscellaneous. Each [Additional] Grantor agrees that neitherthis Supplement nor any term hereof may be changed, waived, discharged or terminated, exceptby an instrument in writing signed by the party (including, if applicable, any party required toevidence its consent to or acceptance of this Supplement) against whom enforcement of suchchange, waiver, discharge or termination is sought. If any provision in or obligation hereunderwill be invalid, illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provision or obligation in anyother jurisdiction, will not in any way be affected or impaired thereby. This Supplement may beexecuted in any number of counterparts (including via facsimile), each of which when soexecuted shall be deemed to be an original and all of which taken together shall constitute oneand the same agreement.Section [4][5]. Governing Law. THIS SUPPLEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWAND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).IN WITNESS WHEREOF, each [Additional] Grantor has caused thisSupplement to be duly executed and delivered by its officer thereunto duly authorized as of thedate first above written.[Name of Subsidiary],as a[n Additional] GrantorBy:Name:Title:Acknowledged and Accepted:The Bank of New York Trust Company, N.A.,as Collateral AgentBy:Name:Title:

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 35 of 78Schedule 3.2 Organizational MattersType andJurisdiction of OrganizationalFull Legal Name Organization Identification Number Chief Executive Offices155 East Tropicana, LLC Nevada Limited- LLC13428-2004 155 East Tropicana AvenueLiability Company Las Vegas, NV 89109155 East Tropicana Finance Corp. Nevada Corporation E0079092005-1157553_1 [Client-Matter]

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 36 of 78Schedule 33 UCC Filing OfficesDebtor Jurisdictions155 East Tropicana, LLC Nevada Secretary of StateClark County, Nevada155 East Tropicana Finance Corp. Nevada Secretary of StateClark County, Nevada157553_1—2—

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 37 of 78Schedule 3.8 Deposit Accounts155 East Tropicana, LLC currently has accounts at the following banks.City National Bank555 South Flower Street12 th FloorLos Angeles, CA 90071Account NameAccount NumberCash Collateral 210-065-113Debt Service 210-065-121Operating Cash Flow 210-065-148Tax/Insurance 210-065-156Borrower Operating Account 210-065-164Wells Fargo Brokerage Services, LLCAccount Name Account Number155 East Tropicana, LLC 11552783The Bank of New YorkAccount Name Account NumberRenovation Disbursement 171098Interest Reserve 171097

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 38 of 78Pledged Stock:Schedule 3.9 Investment PropertyIssuer Name of Pledgor Number of Class of Percentage of CertificateShares/Units Interests Class Owned Nos.155 East Tropicana, LLC Florida Hooters LLC 66.67 Units Membership 66%%Interests155 East Tropicana, LLC EW Common LLC 33.33 Units Membership 331/3%Interests155 East Tropicana FinanceCorp.Pledged Notes:None.Securities Accounts:None.155 East Tropicana,LLC100 Common 100 [

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 39 of 78Schedule 3.10 Intellectual PropertyA. Copyrights:NoneB. Copyright Licenses:NoneC. Patents:NoneD. Patent Licenses:NoneE. Trademarks:Office:Parent has filed the following Intent-To-Use Applications with the United States TrademarkMarkClass Serial NumberNippers 43 78/549,527Restaurant, bar andcocktail loungeservicesThe Bait Shop 43 78/569,441Restaurant, bar andcocktail loungeservicesThe Bait Shop 35 78/569,446Retail store servicesOwl's Nest 43 78/569,436Restaurant, bar andcocktail loungeservicesDomain Namesin use:The following domain names have been reserved by 155 East Tropicana, LLC and are currently• www.hooterscasinohotel.com• www.hootershotelcasino.com157553 1—5—

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 40 of 78• www.hooterslasvegas.com• www.hooterslv.comThe following domain names have been reserved by 155 East Tropicana, LLC and are notcurrently in use, but such reservations will expire on August 2, 2005, unless otherwise indicated:• www.hooterscasinolasvegas.com• www.hooterscasinolv.com• www.hootershotelcasinolasvegas.com• www.hootershotelcasinolv.com• www.hootershotellasvegas.com• www.hootershotellv.com• www.hooterslasvegascasino.com• www.hootersresortcasino.com• www.lasvegashooters.com• www.lasvegashooterscasino.com• www.lasvegashootershotel.com• www.playhooters.com• www.vegashooters.com• www.hootersresort.com (September 17, 2005)F. Trademark Licenses:Hooters. 155 East Tropicana, LLC has entered into an assignment agreement with Florida Hooters, LLCwhich grants 155 East Tropicana, LLC the right to use certain intellectual property in connection with theoperation of a Hooters Casino Hotel. The intellectual property covered by this agreement is described asfollows:• Hooters Trademark. 155 East Tropicana, LLC has an exclusive license to use the Hootersbrand in connection with gaming, casino or combined hotel, gaming and casino operationssolely at the property located at 155 East Tropicana Avenue, Las Vegas, Nevada.• Hooters Restaurant Concept. Pursuant to a consent from Las Vegas Wings, Inc., 155 EastTropicana, LLC has the right to use the Hooters restaurant concept at the hotel casino locatedat 155 East Tropicana Avenue, Las Vegas, Nevada. The consent permits worldwidepromotion, marketing and advertising of the hotel casino (located at 155 East TropicanaAvenue, Las Vegas, Nevada) and its services.Marino's. 155 East Tropicana, LLC has an exclusive license to use certain intellectual property tooperate and promote restaurants, taverns, lounges and bars using the marks "Dan Marino's Fine Food &Spirits" and "Martini Bar," which is operated in conjunction with Dan Marino's Fine Food & Spirits, atthe hotel casino (located at 155 East Tropicana Avenue, Las Vegas, Nevada).Pete & Shorty's, Inc.. Pete & Shorty's, Inc has granted to 155 East Tropicana, LLC a nonexclusive,royalty-free license to use the Pete & Shorty's mark in connection with a restaurant, bar and lounge at theHooters Casino Hotel (to be located at 155 East Tropicana Avenue, Las Vegas, Nevada). Pursuant to thelicense agreement, 155 East Tropicana, LLC can also use the mark in connection with affiliatedmerchandise, entertainment and casino services. However, Pete & Shorty's, Inc. has maintained the rightto obtain federal and/or state registrations for any and all additional services, other than restaurant, barand cocktail lounge services, which will be provided at the Hooters Casino Hotel (to be located at 155157553 1—6—

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 41 of 78East Tropicana Avenue, Las Vegas, Nevada).G. Trade Secret Licenses:NoneH. Intellectual Property Matters:None157553 1

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 42 of 78115 East Tropicana AvenueLas Vegas, Nevada 89109(702) 739-7783 (facsimile)Schedule 7.1 Addresses for Notices; Contact Information

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 43 of 78EXHIBIT 17

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 44 of 78APNS: 162-28-101-002 and 162-28-102-001WHEN RECORDED MAIL TO:Skadden Arps Slate Meagher & Flom LLP300 South Grand AvenueLos Angeles, California 90071Attention: Manny Ejercito, Esq.Send Tax Bills to:155 East Tropicana, LLCdo 115 East Tropicana AvenueLas Vegas, Nevada 89109Attn: Michael HesslingReceipt/Conformed CopyRequestor:LAWYERS TITLE OF NEVADA03/29/2, 11:41:59 T20050055655BooklInstr: 20050329-0002531Trust Deed Page Count: 35Fees: $48.00 N/C Fee: $0.00Frances DeaneClark County RecorderDEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OF RENTS ANDLEASES, AND SECURITY AGREEMENTby and from155 EAST TROPICANA, LLC, as "Grantor"toLAWYERS TITLE OF NEVADA, INC., as "Trustee"for the benefit ofTHE BANK OF NEW YORK TRUST COMPANY, N.A.,in its capacity as collateral agent, its successors and assigns, as its interests may appear,as "Beneficiary"Dated as of March 29, 2005THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATERECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCINGSTATEMENTS OF CLARK COUNTY, NEVADA UNDER THE NAME OF 155 EASTTROPICANA, LLC AS 'DEBTOR" AND THE BANK OF NEW YORK TRUSTCOMPANY, N.A. AS "SECURED PARTY." THE ORGANIZATIONAL NUMBER FOR155 EAST TROPICANA, LLC IS NEVADA FILE NUMBER LLC13428-2004.INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINEDFROM BENEFICIARY AT THE ADDRESS SET FORTH BELOW.THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM ISDEFINED IN SECTION 104.9334(8) OF THE NEVADA REVISED STATUTES ("NRS")AND SECURES AN OBLIGATION INCURRED FOR THE CONSTRUCTION OF ANIMPROVEMENT UPON LAND.368884.06-Los Angeles Server IA -tvlSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 45 of 78DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OF RENTS ANDLEASES, AND SECURITY AGREEMENT(Nevada)THIS DEED OF TRUST, FIXTURE FILING WITH ASSIGNMENT OFRENTS AND LEASES, AND SECURITY AGREEMENT (this "Deed of Trust") is dated asof March 29, 2005, by and from 155 EAST TROPICANA, LLC, a Nevada limited liabilitycompany ("Grantor"), whose address is do 115 East Tropicana Avenue, Las Vegas, Nevada89109, Attention: Michael Hessling, to LAWYERS TITLE OF NEVADA INC. (`irrustee"),whose address is 1210 South Valley View, Las Vegas, Nevada 89102 for the benefit of THEBANK OF NEW YORK TRUST COMPANY, NA., a national banking association, in itscapacity as collateral agent, its successors and assigns, as its interests may appear ("Agent')pursuant to the Indenture and the Security Agreement (each as defined below), whose addressis 700 South Flower Street, Suite 500, Los Angeles, California 90017, Attention CorporateTrust Administration (Agent, together with its successors and assigns, is referred to herein as"Ben eficiary").THIS INSTRUMENT SECURES FUTURE ADVANCES. THE MAXIMUMAMOUNT OF PRINCIPAL TO BE SECURED HEREBY IS $130,000,000.00. THISINSTRUMENT IS TO BE GOVERNED BY THE PROVISIONS OF NRS 106.300THROUGH NRS 106.400 INCLUSIVE. WITHOUT LIMITING THE FOREGOING, ANYAND ALL FUTURE ADVANCES BY BENEFICIARY, THE INDENTURE TRUSTEE ORTHE HOLDERS TO ISSUERS (EACH AS DEFINED BELOW) MADE FOR THEIMPROVEMENT, PROTECTION OR PRESERVATION OF THE TRUST PROPERTY(AS DEFINED HEREIN), TOGETHER WITH INTEREST AT THE RATE APPLICABLETO OVERDUE PRINCIPAL SET FORTH IN THE INDENTURE, SHALL BEAUTOMATICALLY SECURED HEREBY UNLESS SUCH A DOCUMENTEVIDENCING SUCH ADVANCES SPECIFICALLY RECITES THAT IT IS NOTINTENDED TO BE SECURED HEREBY AND THE PAYMENT OF ALL SUMSEXPENDED OR ADVANCED BY BENEFICIARY, THE INDENTURE TRUSTEE ORTHE HOLDERS UNDER OR PURSUANT TO THE TERMS HEREOF OR THEINDENTURE OR TO PROTECT THE SECURITY HEREOF, TOGETHER WITHINTEREST THEREON AS HEREIN PROVIDED (WITHOUT LIMITING THEGENERALITY OF THE PROTECTIONS AFFORDED BY NRS CHAPTER 106) FUNDSDISBURSED THAT, IN THE REASONABLE EXERCISE OF BENEFICIARY'SJUDGMENT, ARE NEEDED FOR IMPROVING PROPERTY OR TO PROTECTSECURITY OF THE BENEFICIARY, THE INDENTURE TRUSTEE OR THE HOLDERSIN THE TRUST PROPERTY ARE TO BE DEEMED OBLIGATORY ADVANCESHEREUNDER AND WILL BE ADDED TO THE TOTAL INDEBTEDNESS BY THISDEED OF TRUST AND SUCH INDEBTEDNESS SHALL BE INCREASEDACCORDINGLY.36B884.06-Los Angeles Server IA -14SW2

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 46 of 78Certain provisions of this Deed of Trust may be subject to the laws, rules andregulations of the Gaming Authorities (as defined herein).RECITALS:WHEREAS, reference is made to that certain Indenture dated as of the datehereof (as it may be amended, supplemented or otherwise modified heretofore or hereafterfrom time to time, the "Indenture"), is being entered into by and among Grantor, 155 EastTropicana Finance Corp., a Nevada corporation ("155 East Tropicana Finance", andtogether with Grantor, the "Issuers," which term includes any successors to any such personsthereunder), The Bank of New York Trust Company, N.A., a national banking association, inits capacity as trustee thereunder (the "Indenture Trustee"), and the Guarantors, pursuant towhich the Issuers have issued or will issue the Notes to the respective Holders thereof Allcapitalized terms which are used but not otherwise defined herein shall have the respectivemeanings and be construed herein as provided in the Indenture, and any reference to aprovision of the Indenture shall be deemed to incorporate that provision as a part hereof in thesame manner and with the same effect as if the same were fully set forth herein;WHEREAS, in connection with the Indenture, Grantor, 155 East TropicanaFinance and each additional grantor from time to time a party thereto, collectively, asgrantors, and The Bank of New York Trust Company, N.A., as collateral agent for theIndenture Trustee, the Holders and any future party to which any Secured Obligations (asdefined below) are owed under the Indenture Documents (as defined below), have enteredinto that certain Senior Secured Note Security Agreement dated as of the date hereof (as itmay be amended, supplemented or otherwise modified heretofore or hereafter from time totime, the "Security Agreement");WHEREAS, it is a condition to the consummation of the transactionscontemplated by the Indenture that Grantor, among other things, secures the SecuredObligations of Issuers under the Indenture and the Indenture Documents by delivering thisDeed of Trust; andWHEREAS, Grantor is receiving a good and valuable benefit, the sufficiencyand receipt of which is hereby acknowledged, from consummation of the transactionscontemplated by the Indenture.ARTICLE 1DEFINITIONSSection 1.1 Definitions. As used herein, the following terms shall have thefollowing meanings:368884.06-Los Angeles Server 1 A - MSW3

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 47 of 78(a)term in Article 5 hereof."Event of Default": shall have the meaning ascribed to such(b) "Gaming Authorities": means any agency, authority, board,bureau, commission, department, office or instrumentality of any nature whatsoever of theUnited States federal government, any foreign government, any state, province or city or otherpolitical subdivision or otherwise, whether now or hereafter existing, or any officer or officialthereof, including, without limitation, the Nevada Gaming Commission, the Nevada StateGaming Control Board, the Clark County Liquor and Gaming Licensing Board, and any otheragency, in each case, with authority to regulate any gaming operation (or proposed gamingoperation) owned, managed or operated by any of the Issuers.(c) "Indenture Document" means any of the Indenture, the Notes,the Guarantees, the Collateral Agreements, the Registration Rights Agreement and any otheragreement, document or instrument entered into or issued in connection with any of theforegoing.(d) 'Intangible Property": means any and all intangible personalproperty, including, without limitation, (a) the rights to use all names and all derivationsthereof now or hereafter used by Grantor in connection with the Land (as defined herein), orthe Improvements (as defined herein), including, without limitation, the names ["Hotel SanRemo Casino and Resort," and "Hooters Casino Hotel" (or other similar name using theHooters Brand)] and any variations thereof, together with the goodwill associated therewith,and all names, logos, and designs used by Grantor, or in connection with the Land or theImprovements or in which Grantor has rights, with the exclusive right to use such names,logos and designs wherever they are now or hereafter used in connection with the Land or theImprovements, and any and all other trade names, trademarks or service marks, whether ornot registered, now or hereafter used in the operation of the Land or the Improvements,including, without limitation, any interest as a licensee or franchisee, and, in each case,together with the goodwill associated therewith; (b) maps, plans, specifications, surveys,studies, tests, reports, data and drawings relating to the development of the Land or theImprovements and the construction of the Improvements, including, without limitation, allmarketing plans, feasibility studies, soil tests, design contracts and all contracts andagreements of Grantor relating thereto and all architectural, structural, mechanical andengineering plans and specifications, studies, data and drawings prepared for or relating to thedevelopment of the Land or the Trust Property (as defined herein) or the construction,renovation or restoration of any of the Improvements or the extraction of minerals, sand,gravel or other valuable substances from the Land; (c) any and all books, records, customerlists (including lists or information derived from or related to the Player Tracking Systemdescribed within the definition of "Tangible Property"), concession agreements, supply orservice contracts, licenses, permits, governmental approvals (to the extent such licenses,permits and approvals may be pledged under applicable law), signs, goodwill, casino andhotel credit and charge records, supplier lists, checking accounts, safe deposit boxes4368884.06-Los Angela Server IA MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 48 of 78(excluding the contents of such deposit boxes owned by persons other than the Issuer), cash,instruments, any and all "chattel paper" as such term is defined in Section 9-102 of the UCC,documents, unearned premiums, deposits, refunds, including, but not limited to, income taxrefunds, prepaid expenses, rebates, tax and insurance escrow and impound accounts, if any,actions and rights in action, and all other claims, and all other contract rights and generalintangibles resulting from or used in connection with the operation of the Trust Property andin which Grantor now or hereafter has rights; (d) all of Grantor's documents, instruments,contract rights, and general intangibles including, without limitation, all insurance policies,permits, licenses, franchises and agreements required for the use, occupancy or operation ofthe Land, or any of the Improvements; (e) general intangibles, vacation license resortagreements or other time share license or right to use agreements with respect to the Land, theImprovements and/or the business being conducted thereon, including, without limitation, allrents, issues, profits, income and maintenance fees resulting therefrom; whether any of theforegoing is now owned or hereafter acquired and (f) any and all licenses, permits, approvals(to the extent such licenses, permits and approvals are not prohibited from being pledgedunder applicable law), variances, special permits, franchises, certificates, rulings,certifications, validations, exemptions, filings, registrations, authorizations, consents,approvals, waivers, orders, rights and agreements (including options, option rights andcontract rights) now or hereafter obtained by Grantor from any governmental, administrativeor regulatory agency, authority, department, commission, board, bureau or instrumentality ofthe United States, any state of the United States, or any political subdivision thereof;including, without limitation, any Gaming Authority, or any court, arbitrator or quasi-judicialauthority having or claiming jurisdiction over the Land, the Tangible Property, or any otherelement of the Trust Property or providing access thereto, or the operation of any business on,at, or from the Land, including, without limitation, any gaming licenses.(e) "Inventory": as such term is defined in Section 9-102 of theUCC, including, without limitation, and in any event, all goods (whether such goods are in thepossession of the Grantor or a lessee, bailee or other person for sale, lease, storage, transit,processing, use or otherwise and whether consisting of whole goods, spare parts, components,supplies, materials or consigned or returned or repossessed goods) which are held for sale orlease or are to be furnished (or which have been furnished) under any contract of service orwhich are raw materials or work in progress or materials used or consumed in any ofGrantor's businesses;the Indenture.term in the Indenture.Property.(f)(g)(h)368884.06-Las Angeles Saver IA - IvISW"Obligations": shall have the meaning ascribed to such term in"Permitted Liens": shall have the meaning ascribed to such"Personalty": means the Intangible Property and the Tangible5

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 49 of 78(i) "Secured Obligations": shall have the meaning ascribed tosuch term in Article 2 hereof.(j) 'Tangible Property": means any and all tangible personalproperty, including, without limitation, all goods, equipment, supplies, building and othermaterials of every nature whatsoever and all other tangible personal property constituting apart or portion of the Trust Property and/or used in the operation of any hotel, casino,restaurant, store, parking facility, special events arena, theme park, and any other commercialoperations on the Trust Property, including, but not limited to, Inventory, communicationsystems, visual and electronic surveillance systems and transportation systems and notconstituting a part of the real property subject to the lien of this Deed of Trust and includingall property and materials stored on all or any portion of the Trust Property in which Grantorhas an interest and all tools, utensils, food and beverage, liquor, uniforms, linens,housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material,blueprints, surveys, plans and other documents relating to the Land or the Improvements, andall construction materials and all Fixtures (as defined herein), including, but not limited to, allgaming equipment and devices which are used in connection with the operation of the TrustProperty and those items of Fixtures which are purchased or leased by Grantor, machineryand any other item of personal property in which Grantor now or hereafter owns or acquiresan interest or right, and which are used or useful in the construction, operation, use andoccupancy of the Trust Property, to the extent permitted by the applicable contract orApplicable Law (as defined herein), all financial equipment, computer equipment, playertracking systems (including all computer hardware, operating software programs and all right,title and interest in and to any applicable license therefore, the "Player Tracking Systems"),calculators, adding machines, video game and slot machines, and any other electronicequipment of every nature used or located on any part of the Trust Property, and all presentand future right, title and interest of Grantor in and to any casino operator's agreement,license agreement or sublease agreement used in connection with the Trust Property.(k) "Trust Property": All of Grantor's right, title and interest inand to (1) the fee interest in the real property described on Exhibit A attached hereto andincorporated herein by this reference, together with any greater estate therein now owned oras hereafter may be acquired by Grantor (the "Land"), (2) all improvements now owned orhereafter acquired by Grantor, now or at any time situated, placed or constructed upon theLand (the "Improvements"; the Land and Improvements are collectively referred to herein asthe "Premises"), (3) all materials, supplies, equipment, apparatus and other items of personalproperty now owned or hereafter acquired by Grantor and now or hereafter attached to orinstalled in any of the Improvements or the Land, and water, gas, electrical, telephone, stormand sanitary sewer facilities and all other utilities whether or not situated in easements (the"Fixtures"), (4) all reserves, escrows or impounds required under the Indenture and alldeposit accounts maintained by Grantor with respect to the Trust Property (the "DepositAccounts"), (5) those certain lease agreements described in Exhibit B-1 attached hereto andby this reference incorporated herein, as they may be amended, modified and extended thereof6368884.06-Los Angeles Seaver IA MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 50 of 78(collectively, the "Ground Leases") by and between Eastern and Western Hotel Corporation,as lessee, and Grantor, as lessor, as the same may be amended, restated, renewed or extendedfrom time to time, (6) all existing and future leases, subleases, licenses, concessions,occupancy agreements, lease guarantees or other agreements (written or oral, now or at anytime in effect) which grant to any Person a possessory interest in, or the right to use oroccupy, all or any part of the Trust Property, whether made before or after the filing by oragainst Grantor of any petition for relief under the Bankruptcy Code, together with anyextension, renewal or replacement of the same and together with all related security and otherdeposits (and together with the Ground Leases, the "Leases"), (7) all of the rents, additionalrents, revenues, royalties, income, proceeds, profits, early termination fees or payments,security and other types of deposits, and other benefits paid or payable by parties to theLeases for using, leasing, licensing, possessing, operating from, residing in, selling orotherwise enjoying the Trust Property or any part thereof; whether paid or accruing before orafter the filing by or against Grantor of any petition for relief under the Bankruptcy Code,including, without limitation, all rights to payment for hotel room occupancy by hotel guests,which includes any payment or monies received or to be received in whole or in part, whetheractual or deemed to be, for the sale of services or products in connection therewith and/or inconnection with such occupancy, advance registration fees by hotel guests, tour or junketproceeds and deposits for conventions and/or party reservations (collectively, the "Rents"),(8) all other agreements, such as construction contracts, architects' agreements, engineers'contracts, utility contracts, maintenance agreements, management agreements, servicecontracts, listing agreements, guaranties, warranties, permits, licenses, certificates andentitlements in any way relating to the construction, use, occupancy, operation, maintenance,enjoyment or ownership of the Trust Property (the "Property Agreements"), (9) all rights,privileges, tenements, hereditaments, rights-of-way, easements, appendages andappurtenances appertaining to the foregoing, (10) all property tax refunds, utility refunds andrebates, earned or received at any time (the "Tax Refunds"), (11) all accessions,replacements and substitutions for any of the foregoing and all proceeds thereof (the"Proceeds"), (12) all insurance policies, unearned premiums therefor and proceeds from suchpolicies covering any of the above property now or hereafter acquired by Grantor (the"Insurance"), (13) any awards, damages, remunerations, reimbursements, settlements orcompensation heretofore made or hereafter to be made by any governmental authoritypertaining to the Land, Improvements or Fixtures (the "Condemnation Awards"), (14) all ofGrantor's rights to appear and defend any action or proceeding brought with respect to theTrust Property and to commence any action or proceeding to protect the interest of Grantor inthe Trust Property, (15) all rights, powers, privileges, options and other benefits of Grantor aslessor under the Leases, including, without limitation, the immediate and continuing right toclaim for, collect and receive all Rents payable or receivable under the Leases or pursuantthereto (and to apply the same to the payment of the Secured Obligations), and to do all otherthings which Grantor or any lessor is or may become entitled to do under the Leases, (16) allwater rights, water stock, water permits and other rights to the use of water that are now orthat may be hereinafter used in connection with the said Trust Property, or any part thereof; orany improvements or appurtenances thereto, (17) all oil and gas and other mineral rights, if7368884.06-Los Angeles SOWS' IA - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 51 of 78any, in or pertaining to the Land and all royalty, leasehold and other rights of Grantorpertaining thereto, and (18) all right, title and interest of Grantor in and to all other TangibleProperty and Intangible Property (except, with respect to Gaming Licenses, as prohibited bythe Gaming Laws) now or at any time hereafter located on or appurtenant to the TrustProperty and used or useful in connection with the ownership, management or operation ofthe Trust Property, including, without limitations, the Personalty. As used in this Deed ofTrust, the term "Trust Property" shall mean all or, where the context permits or requires, anyportion of the above or any interest therein. THE TERM "TRUST PROPERTY" ISINTENDED TO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICHBENEFICIARY HAS OBTAINED AND/OR PERFECTED A SECURITY INTERESTUNDER SEPARATE INSTRUMENTS AND (II) THE EXCLUDED ASSETS, AS SUCHTERM IS DEFINED IN THE INDENTURE.(1) "UCC': The Uniform Commercial Code of the State ofNevada or, if the creation, perfection and enforcement of any security interest herein grantedis governed by the laws of a state other than the State of Nevada, then, as to the matter inquestion, the Uniform Commercial Code in effect in that state.ARTICLE 2GRANTSection 2.1 Grant. For and in consideration of good and valuableconsideration, the receipt and sufficiency whereof are hereby acknowledged, and in order tosecure the indebtedness and other obligations of Grantor herein set forth, FOR THEPURPOSE OF SECURING:(a). the due and punctual payment and performance of all present and futureObligations (including, without limitation, Guarantee Obligations) of every type ordescription arising under or in connection with the Indenture Documents, including, withoutlimitation, all interest that, but for the filing of a petition in bankruptcy with respect to Grantoror any other obligor with respect thereto, would have accrued on any such Obligation,whether or not a claim is allowed against Grantor or such obligor for such interest in therelated bankruptcy proceeding); and(b). the due and punctual payment and performance of all present and futureobligations and liabilities of Grantor of every type or description arising under or inconnection with this Deed of Trust or any other Indenture Document, including forreimbursement of amounts permitted to be advanced or expended by Beneficiary (i) to satisfyamounts required to be paid by Grantor under this Deed of Trust or any other IndentureDocuments, together with interest thereon to the extent provided, or (ii) to protect the TrustProperty, together with interest thereon to the extent provided; and30884.06-Ixe Angeles Server IA - MSW8

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 52 of 78(c). all future advances pursuant to the Indenture or any other of theIndenture Documents, as future advances is defined by NRS Section 106.320; this Deed ofTrust is intended to secure future advances; the maximum amount of principal to be securedis $130,000,000; this instrument is to be governed by the provisions of NRS Section 106.300et. seq.; in each case whether due or not due, direct or indirect, joint and/or several, absoluteor contingent, voluntary or involuntary, liquidated or unliquidated, determined orundetermined, now or hereafter existing, renewed or restructured, whether or not from time totime decreased or extinguished and later increased, created or incurred, whether or not arisingafter the commencement of a proceeding under the Bankruptcy Code (including post-petitioninterest) and whether or not allowed or allowable as a claim in any such proceeding (allliabilities and other Obligations described in the foregoing clauses (a), (b) and (c) arecollectively referred to herein as the "Secured Obligations");Grantor hereby GRANTS, BARGAINS, ASSIGNS, TRANSFERS, SELLS, WARRANTSand CONVEYS, the Trust Property to Trustee, subject, however, to the Permitted Liens,TO HAVE AND TO HOLD the Trust Property and all parts, rights and appurtenances thereofto Trustee, IN TRUST, WITH POWER OF SALE, and Grantor does hereby bind itself itssuccessors and assigns to WARRANT AND FOREVER DEFEND the title to the TrustProperty unto Trustee.TO HAVE AND TO HOLD the Trust Property, together with all and singularthe parts, rights, privileges, hereditaments, and appurtenances thereto in any ways belongingor appertaining, to the use, benefit, and behoof of Trustee, its successors and assigns, in trustfor the benefit of Beneficiary, as agent and representative for the equal and ratable benefit ofthe Holders, in fee simple forever.ARTICLE 3WARRANTIES, REPRESENTATIONS AND COVENANTSGrantor warrants, represents and covenants to Beneficiary as follows:Section 3.1 Title to Trust Property and Lien of this Instrument. Grantorhas (i) good, marketable and insurable fee simple title to the Land and owns all Improvementslocated thereon, and (ii) good title to the balance of the Trust Property owned by it, each ofthe foregoing free and clear of all Liens whatsoever except the Permitted Liens. Grantor,subject to the Gaining Laws, has the full power and lawful authority to encumber the TrustProperty in the manner and form set forth in this Deed of Trust. This Deed of Trust createsvalid, enforceable liens and security interests against the Trust Property, second in priorityonly to the lien and security interest of any deed of trust or other security instrument securingthe obligations owing under that certain Credit Agreement dated as of the date hereof (asamended, restated, supplemented or otherwise modified from time to time) by and amongWells Fargo Foothill, Inc. a California corporation, in its capacity as the arranger andadministrative agent, its successors and assigns, as its interests may appear, the Lenders (as9368884.06-Los Angeles Server IA - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 53 of 78defined in the Credit Agreement), Grantor, and each of Grantor's Subsidiaries (as defined inthe Credit Agreement) identified on the signature pages therein (collectively, the "CreditAgreement Security Documents").Section 3.2 Lien Status. Grantor shall preserve and protect the lien andsecurity interest status of this Deed of Trust and the other Indenture Documents in prioritysecond only to the lien and security interest of the Credit Agreement Security Documents. Ifany lien or security interest, other than the Permitted Liens, is asserted against the TrustProperty, Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed writtennotice of such lien or security interest (including origin, amount and other terms), and (b) paythe underlying claim in full or take such other action so as to cause it to be released or contestthe same in compliance with the requirements of the Indenture (including the requirement ofproviding a bond or other security satisfactory to Beneficiary).Section 3.3 Payment and Performance. Grantor shall pay the SecuredObligations when due under the Note, the Indenture and the Indenture Documents and shallperform or cause the Issuers to perform the Secured Obligations in full when they are requiredto be performed.Section 3.4 Replacement of Fixtures. Grantor shall not, without the priorwritten consent of Beneficiary, permit any of the Fixtures to be removed at any time from theLand or Improvements, unless the removed item is removed temporarily for maintenance andrepair or, if removed permanently, is obsolete and is replaced by an article of equal or bettersuitability and value, owned by Grantor subject to the liens and security interests of this Deedof Trust and the other Indenture Documents, and free and clear of any other lien or securityinterest except such as may be permitted under the Indenture or first approved in writing byBeneficiary.Section 3.5 Inspection. Grantor shall permit Beneficiary and its agents,representatives and employees to inspect the Trust Property and all books and records ofGrantor located thereon, and to conduct such environmental and engineering studies asBeneficiary may require. Provided that no Event of Default exists, all such testing andinvestigation shall be conducted at reasonable times and upon reasonable prior notice toGrantor. Beneficiary shall restore the Trust Property to the condition it was in immediatelyprior to such testing and investigation.Section 3.6 Contracts. Each material contract which is part of the TrustProperty (each, a "Contract"), (i) is the genuine, legal, valid, and binding obligation ofGrantor, (ii) is enforceable against Grantor in accordance with its terms, (iii) is in full forceand effect and is, to the best knowledge of Grantor, not subject to any setoffs, defenses,overdue taxes, counterclaims or other claims, nor have any of the foregoing been asserted oralleged as to any Contract, and (iv) is, to the best knowledge of Grantor, in all materialrespects, in compliance with all applicable laws, including, without limitation, Gaming Laws,368884.06-Los Angeles Server IA - MSW10

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 54 of 78whether federal, state, local or foreign ("Applicable Laws"). No Grantor nor, to the bestknowledge of Grantor, any other party to any Contract is in default in the performance orobservance of any of the terms thereof. No party to any Contract is the United Statesgovernment or an instrumentality thereof.Section 3.7 Leases. Grantor has delivered to Beneficiary true, correct andcomplete copies of all Leases, including all amendments thereof and modifications thereto.Each Lease (1) is the genuine, legal, valid and binding obligation of Grantor, (ii) isenforceable against Grantor and, to the best knowledge of Grantor, each other party thereto, inaccordance with its terms, (iii) is in full force and effect and, to the best knowledge ofGrantor, is not subject to any setoffs, defenses, taxes, counterclaims or other claims, nor haveany of the foregoing been asserted or alleged as to any Lease, and (iv) is, to the bestknowledge of Grantor, in compliance with all Applicable Laws. Subject to the provisions ofArticle 7 hereof, Grantor covenants and agrees as follows:(a) Grantor shall pay all sums to be paid by Grantor under anyLease and shall diligently perform and observe all covenants, agreements and obligations ofthe lessee set forth in each Lease, and not to commit, suffer or permit any material breachthereof. Any default by Grantor as lessor under any of the Leases or breach of an obligationthereunder shall be a default hereunder, provided that such shall not constitute a defaulthereunder until the expiration of any applicable notice and grace period under the applicableLease and the failure of Grantor to cure such default or breach under the applicable Leasewithin such grace period.(b) Grantor shall give prompt notice to Beneficiary of the actualreceipt by it of written notice of default served on Grantor by lessee, and shall promptlyfurnish to Beneficiary all information that it may reasonably request concerning theperformance by Grantor of the covenants contained in any Lease, including, withoutlimitation, evidence of payment of rent, taxes, insurance premiums and operating expenses.(c) Grantor s all not surrender any Lease (except a surrender uponthe expiration of the term of the applicable Lease or upon the termination by the lesseethereunder pursuant to the provisions thereof), or any portion thereof or of any interesttherein, and no termination of any Lease, by Grantor as lessor thereunder, shall be valid oreffective, and subject to the terms of the applicable Lease, such Lease shall not be surrenderedor canceled, amended, other than in immaterial respects, or subordinated to any fee mortgage(except as set forth in the Indenture), to any lease, or to any other interest, either orally or inwriting, without the prior written consent of Beneficiary so long as this Deed of Trust is ineffect. Any attempted surrender, amendment (except in immaterial respects) cancellation ortermination of any Lease other than as expressly permitted pursuant to the terms thereof byGrantor without obtaining the prior written consent of Beneficiary shall be null and void andwithout force and effect on the Lease, and such attempt shall constitute a default hereunder.368884.06-Los Angeles Server IA • MSWI1

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 55 of 78(d) Grantor hereby warrants the quiet and peaceful possession ofthe Trust Property to Beneficiary for so long as the Deed of Trust is in effect and furtherwarrants and agrees to defend the leasehold estate created under each Lease for the remainderof the term set forth therein against each and every person claiming the same or any partthereof.(e) Grantor shall use its commercially reasonable efforts (notincluding the payment of any money or other consideration to any third party) to obtain fromtime to time, promptly after request by Beneficiary and at no cost to Beneficiary, a tenant'sestoppel certificate thereunder in such form as may reasonably be requested by Beneficiary.(f) If at any time Grantor fails to comply in any material respectwith any of Grantor's material obligations under any Lease and the lessee notifies Beneficiarythereo•then Beneficiary or Trustee may, but without obligation to do so and after providingreasonable notice to Grantor (provided that no notice shall be required in the event of anemergency or if the Lease is in danger of being terminated) and without releasing Grantorfrom any obligation hereunder or removing or waiving any default hereunder, perform onbehalf of the applicable Grantor any such obligations, and any and all costs and expenses(including, without limitation, reasonable attorneys' fees) incurred by Beneficiary or Trusteein connection therewith shall be repayable upon demand by Grantor, with interest thereon asset forth in the Indenture, and shall be secured hereby; provided that the foregoing shall not beconstrued to require Beneficiary or Trustee to incur any expense or take any action withrespect to Grantor's failure to comply with any of Grantor's obligations under any Lease.(g) Grantor, promptly upon receiving written notice of a breach bylessee (or by any receiver, trustee, custodian, or other party that succeeds the rights of lessee)or of any inability of lessee to perform the terms and provisions of any Lease (including,without limitation, by reason of a termination, rejection, or disaffirmance by lessee pursuantto any Bankruptcy Laws), which would materially impair the value of any Lease, shall notifyBeneficiary in writing of any such breach or inability. Grantor hereby assigns to Beneficiarythe proceeds of any claims that Grantor may have against lessee for any such breach orinability by lessee. So long as no Event of Default has occurred and is continuing, Grantorshall have the sole right to proceed against lessee on Grantor's and Beneficiary's behalf and toreceive and retain all proceeds of such claims except as otherwise provided in the Indenture;during the continuance of an Event of Default, Beneficiary shall have the sole right to proceedagainst lessee, and Grantor shall cooperate with Beneficiary in such endeavor. Grantor shall,at its expense, diligently prosecute any such proceedings, shall deliver to Beneficiary copiesof all papers served in connection therewith, and shall consult and cooperate with Beneficiaryand its attorneys and agents, in the carrying on and defense of any such proceedings.(h) Notwithstanding anything to the contrary in this paragraph, ifthere is an Event of Default which remains uncured, then Beneficiary shall have the right, butnot the obligation, to conduct and control, through counsel of Beneficiary's choosing, all368884.06-Les Angeles Server IA - NISW12

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 56 of 78litigation and other proceedings under the Bankruptcy Laws relating to lessee; and anyreasonable expenses incurred by Beneficiary in such litigation and proceedings hall beadditional Secured Obligations of Grantor secured by this Deed of Trust, shall bear interest asset forth in the Indenture and shall be payable by Grantor upon demand. No settlement of anysuch proceeding shall be made by Grantor without Beneficiary's prior written consent.(i) In addition to any and all other assignments contained in thisDeed of Trust, Grantor hereby absolutely, presently and unconditionally assigns, transfers,and set over to Beneficiary all of Grantor's claims and rights to the payment of damages, andany other remedies available to Grantor, arising from any rejection of any Lease by lesseethereunder pursuant to any Bankruptcy Law. This assignment constitutes a present, absolute,irrevocable, and unconditional assignment of the foregoing claims, rights and remedies, andshall continue in effect until all the Secured Obligations secured by this Deed of Trust shallhave been satisfied and discharged in full.Notwithstanding the foregoing, so long as no Event of Default has occurredand is continuing, Grantor shall have an absolute license to assert and settle any and all suchclaims, and to receive and apply all proceeds thereof as Grantor shall determine in itsdiscretion.Section 3.8 Construction of Im provements. All Improvements have beenand will be constructed in all material respects in accordance with Applicable Laws and allrequirements of governmental authorities and governmental approvals. To the best knowledgeof Grantor, the Improvements are free from latent and patent defects, and do not require anymaterial repairs, reconstruction or replacement on the date hereof (except for any materialrepairs, reconstruction or replacement that do not have a material adverse effect on the valueof the Improvements and do not materially and adversely affect Grantor's use and operationof the Improvements).Section 3.9 Other Covenants. All of the covenants in the Indenture areincorporated herein by reference and, together with covenants in this Article 3 shall, to theextent applicable, be covenants running with the land.Section 3.10 Condemnation Awards and Insurance Proceeds.(a) Condemnation Awards. There are no pending or, to the bestknowledge of Grantor, threatened condemnation or eminent domain proceedings against theTrust Property or any part thereof. Grantor, immediately upon obtaining knowledge of theinstitution of any proceedings for the condemnation of the Trust Property or any portionthereof; will notify Beneficiary of the pendency of such proceedings. Except as set forth inthe Indenture, Beneficiary may participate in any such proceedings and Grantor from time totime will deliver to Beneficiary all instruments requested by it to permit such participation.Grantor assigns all awards and compensation to which it is entitled for any condemnation or368384.064es Angeles Server IA - MSW13

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 57 of 78other taking, or any purchase in lieu thereof, to Beneficiary and authorizes Beneficiary tocollect and receive such awards and compensation and to give proper receipts andacquittances therefor, subject to the terms of the Indenture. Grantor hereby waives all rights tosuch awards and compensation described in the foregoing sentence. Grantor, upon request byBeneficiary, shall make, execute and deliver any and all instruments requested for the purposeof confirming the assignment of the aforesaid awards and compensation to Beneficiary freeand clear of any liens, charges or encumbrances of any kind or nature whatsoever.(b) Insurance Proceeds. Grantor assigns to Beneficiary all proceedsof any insurance policies insuring against loss or damage to the Trust Property. Except as setforth in the Indenture, Grantor authorizes Beneficiary to collect and receive such proceeds andauthorizes and directs the issuer of each of such insurance policies to make payment for allsuch losses directly to Beneficiary, instead of to Grantor and Beneficiary jointly, as morespecifically described in the Indenture. In the event that the issuer of such insurance policyfails to disburse directly or solely to Beneficiary but disburses instead either solely to Grantoror to Grantor and Beneficiary, jointly, Grantor shall immediately endorse and transfer suchproceeds to Beneficiary. Upon Grantor's failure to do so, Beneficiary may execute suchendorsements or transfers from and in the name of Grantor, and Grantor hereby irrevocablyappoints Beneficiary as Grantor's agent and attorney-in-fact so to do.Section 3.11 Costs of Defending and Upholding the Lien. If any action orproceeding is commenced to which action or proceeding Trustee or Beneficiary is made aparty or in which it becomes necessary for Trustee or Beneficiary to defend or uphold the lienof this Deed of Trust including any extensions, renewals, amendments or modificationsthereof, Grantor shall, on demand, reimburse Trustee and Beneficiary for all expenses(including, without limitation, reasonable attorneys' fees and reasonable appellate attorneys'fees) incurred by Trustee or Beneficiary in any such action or proceeding and all suchexpenses shall be secured by this Deed of Trust. In any action or proceeding to foreclose thisDeed of Trust or to recover or collect the Secured Obligations, the provisions of law relatingto the recovering of costs, disbursements and allowances shall prevail unaffected by thiscovenant.Section 3.12 TRANSFER OF THE SECURED PROPERTY. EXCEPTAS EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF THE INDENTURE,GRANTOR SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER, CREATE ASECURITY INTEREST IN, LEASE, OR OTHERWISE HYPOTHECATE, ALL OR ANYPORTION OF THE TRUST PROPERTY WITHOUT THE PRIOR WRITTEN CONSENTOF BENEFICIARY. THE CONSENT BY BENEFICIARY TO ANY SALE, TRANSFER,PLEDGE, ENCUMBRANCE, CREATION OF A SECURITY INTEREST IN, LEASE, OROTHER HYPOTHECATION OF, ANY PORTION OF THE TRUST PROPERTY SHALLNOT BE DEEMED TO CONSTITUTE A NOVATION OR A CONSENT TO ANYFURTHER SALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF ASECURITY INTEREST IN, LEASE, OR OTHER HYPOTHECATION, OR TO WAIVE14368884.06-Los Angeles Server IA MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 58 of 78THE RIGHT OF BENEFICIARY, AT ITS OPTION, TO DECLARE THE INDEBTEDNESSSECURED HEREBY IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE TOGRANTOR OR ANY OTHER PERSON OR ENTITY, EXCEPT AS MAY BE REQUIREDPURSUANT TO THE TERMS OF ANY APPLICABLE LEASE, UPON ANY SUCHSALE, TRANSFER, PLEDGE, ENCUMBRANCE, CREATION OF A SECURITYINTEREST, LEASE, OR OTHER HYPOTHECATION TO WHICH BENEFICIARYSHALL NOT HAVE CONSENTED.Section 3.13 Security Deposits. To the extent required by law, or after anEvent of Default has occurred and during its continuance, if required by Beneficiary, allsecurity deposits of tenants of the Trust Property shall be treated as trust funds not to becommingled with any other funds of Grantor. Within twenty (20) days after request byBeneficiary, Grantor shall furnish satisfactory evidence of compliance with this Section 3.13,as necessary, together with a statement of all security deposits deposited by the tenants andcopies of all Leases not theretofore delivered to Beneficiary, as requested thereby, certified byGrantor.ARTICLE 4Intentionally Deleted.ARTICLE 5DEFAULTSection 5.1 Events of Default. The occurrence of any of the followingevents shall constitute an event of default under this Deed of Trust (each an "Event ofDefault"):shall have occurred;(a)an "Event of Default" (as such term is defined in the Indenture)(b) Grantor's material breach of any of its covenants and/orobligations set forth in this Deed of Trust;(c) if any material misstatement or misrepresentation exists now orhereafter in any warranty or representation set forth in Article 3 hereof; or(d) an "Event of Default" (as such term is defined in that certainLeasehold Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and SecurityAgreement dated as of the date hereof by and from Eastern & Western Hotel Corporation toTrustee for the benefit of Beneficiary).3681184.06-Los Angeles Saver IA -NM15

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 59 of 78ARTICLE 6REMEDIES AND FORECLOSURESection 6.1 Remedies. If an Event of Default occurs and is continuingbeyond any applicable notice and cure period, Beneficiary may, at Beneficiary's election andby or through Trustee or otherwise, exercise any or all of the following rights, remedies andrecourses, subject to the Gaming Laws:(a) To the extent permitted under the Indenture or the Notes,declare the Secured Obligations to be immediately due and payable, without further notice,presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action ofany nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon thesame shall become immediately due and payable.(b) Notify all tenants of the Premises and all others obligated onleases of any part of the Premises that all rents and other sums owing on leases have beenassigned to Beneficiary and are to be paid directly to Beneficiary, and to enforce payment ofall obligations owing on leases, by suit, ejectment, cancellation, releasing, reletting orotherwise, whether or not Beneficiary has taken possession of the Premises, and to exercisewhatever rights and remedies Beneficiary may have under any assignment of rents and leases.Upon the occurrence of an Event of Default continuing beyond any applicable notice and cureperiod, Beneficiary shall be the attorney-in-fact of Grantor with respect to any and all matterspertaining to the Trust Property with full power and authority to give instructions with respectto the collection and remittance of payments, to endorse checks, to enforce the rights andremedies of Grantor, and to execute on behalf of Grantor and in Grantor's name anyinstruction, agreement or other writing required therefor. This power shall be irrevocable anddeemed to be a power coupled with an interest.(c) As and to the extent permitted by Applicable Law, enter theTrust Property, either personally or by its agents, nominees or attorneys, and take exclusivepossession thereof and thereupon, Beneficiary may (i) use, operate, manage, control, insure,maintain, repair, restore and otherwise deal with all and every part of the Premises andconduct business thereat; (ii) complete any construction on the Premises in such manner andform as Beneficiary deems advisable in the reasonable exercise of its judgment; (iii) exerciseall rights and power of Grantor with respect to the Premises, whether in the name of Grantor,or otherwise, including, without limitation, the right to make, cancel, enforce or modifyleases, obtain and evict tenants, and demand, sue for, collect and receive all earnings, revenues,rents, issues, profits and other income of the Premises and every part thereof,whichrights shall not be in limitation of Beneficiary's rights under any assignment of rents andleases securing the Secured Obligations; and (iv) pursuant to the provisions of the Indentureor the Notes, apply the receipts from the Premises to the payment of the Secured Obligations,after deducting therefrom all expenses (including, without limitation, reasonable attorneys'fees) incurred in connection with the aforesaid operations and all amounts necessary to pay3613884.06-Los Angeles Server IA -MSW16

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 60 of 78the taxes, assessments, insurance and other charges in connection with the Trust Property, aswell as just and reasonable compensation for the services of Beneficiary, its counsel, agentsand employees.(d) Hold, lease, develop, manage, operate or otherwise use theTrust Property upon such terms and conditions as Beneficiary may deem reasonable under thecircumstances (making such repairs, alterations, additions and improvements and taking otheractions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rentsand other amounts collected by Trustee in connection therewith in accordance with theprovisions of Section 6.7 hereof.(e) Require Grantor to assemble any collateral under the UCC andmake it available to Beneficiary, at Grantor's sole risk and expense, at a place or places to bedesignated by Beneficiary, in its sole discretion. Beneficiary may, in its sole discretion,appoint Trustee as the agent of Beneficiary for the purpose of disposition of any personalproperty in accordance with the Uniform Commercial Code.(f) Institute proceedings for the complete foreclosure of this Deedof Trust, either by judicial action or by power of sale, in which case the Trust Property may besold for cash or credit in accordance with Applicable Law in one or more parcels asBeneficiary may determine. Except as otherwise required by Applicable Law, with respect toany notices required or permitted under the UCC, Grantor agrees that five (5) days' priorwritten notice shall be deemed commercially reasonable. At any such sale by virtue of anyjudicial proceedings, power of sale, or any other legal right, remedy or recourse, the title toand right of possession of any such property shall pass to the purchaser thereof; and to thefullest extent permitted by law, Grantor shall be completely and irrevocably divested of all ofits right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either atlaw or in equity, in and to the property sold and such sale shall be a perpetual bar both at lawand in equity against Grantor, and against all other Persons claiming or to claim the propertysold or any part thereof; by, through or under Grantor. Beneficiary or the Indenture Trusteemay be a purchaser at such sale. As provided in Section 11.2 below, if Beneficiary is thehighest bidder, Beneficiary may credit the portion of the purchase price that would bedistributed to Beneficiary against the Secured Obligations in lieu of paying cash. In the eventthis Deed of Trust is foreclosed by judicial action, appraisement and valuation of the TrustProperty is waived. In the event of any sale made under or by virtue of this Article 6 (whethermade by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale) theentire Secured Obligations, if not previously due and payable, immediately thereupon shallbecome due and payable. The failure to make any such tenants of the Premises party to anysuch foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be byGrantor, a defense to any proceedings instituted by Beneficiary to collect the sums securedhereby.36118114.06-Us Angeles Sava lA MSW17

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 61 of 78(g) With or without entry, to the extent permitted and pursuant tothe procedures provided by Applicable Law, institute proceedings for the partial foreclosureof this Deed of Trust for the portion of the Secured Obligations then due and payable (ifBeneficiary shall have elected not to declare the entire Secured Obligations to be immediatelydue and owing), subject to the continuing lien of this Deed of Trust for the balance of theSecured Obligations not then due; or (1) as and to the extent permitted by Applicable Law,sell for cash or upon credit the Trust Property or any part thereof and all estate, claim,demand, right, title and interest of Grantor therein, pursuant to power of sale or otherwise, atone or more sales, as an entity or in parcels, at such time and place, upon such terms and aftersuch notice thereof as may be required or permitted by Applicable Law, and in the event of asale, by foreclosure or otherwise, of less than all of the Trust Property, this Deed of Trustshall continue as a lien on the remaining portion of the Trust Property; or (2) institute anaction, suit or proceeding in equity for the specific performance of any covenant, condition oragreement contained herein or in any Indenture Document; or (3) to the extent permitted byApplicable Law, recover judgment on the Indenture either before, during or after anyproceedings for the enforcement of this Deed of Trust.(h) Make application to a court of competent jurisdiction for, andobtain from such court as a matter of strict right and without notice to Grantor or regard to theadequacy of the Trust Property for the repayment of the Secured Obligations, the appointmentof a receiver of the Trust Property, and Grantor irrevocably consents to such appointment.Any such receiver shall have all the usual powers and duties of receivers in similar cases,including the full power to rent, maintain and otherwise operate the Trust Property upon suchterms as may be approved by the court, and shall apply such Rents in accordance with theprovisions of Section 6.7 hereof.(i) Beneficiary shall have the right, but not the obligation, to curesuch default for the account of Grantor and to make any payment or take any action necessaryto effect such cure. Without limiting the generality of the foregoing, Grantor herebyauthorizes Beneficiary to pay all taxes, sewer use fees, water rates and assessments, withinterest, costs and charges accrued thereon, which may at any time be a lien (other than aPermitted Lien) upon the Land, or any part thereof; to pay the premiums for any insurancerequired under the Indenture; to incur and pay reasonable expenses in protecting its rightshereunder and the security hereby granted; and to pay any balance due under any securityagreement on any fixtures and equipment included as a part of the Premises; and the paymentof all amounts so incurred shall be secured hereby as fully and effectually as any otherobligation of Grantor secured hereby. If Beneficiary shall make any payment or take action inaccordance with this section, Beneficiary will give to Grantor written notice of the making ofany such payment or the taking of any such action. In any such event, Beneficiary and anyperson designated by Beneficiary shall have, and is hereby granted, the right to enter upon thePremises at reasonable times and from any time and from time to time for the purpose oftaking any such action, and all monies expended by Beneficiary in connection therewith(including, but not limited to, reasonable legal expenses and disbursements), together with18368884.06-Las Angeles Server IA - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 62 of 78interest thereon at an annual rate of interest provided for in the Indenture (or the highest ratepermitted by law, whichever shall be less), from the date of each such expenditure, shall bepaid by Grantor to Beneficiary forthwith upon demand by Beneficiary, and shall be securedby this Deed of Trust, and Beneficiary shall have, in addition to any other right or remedy ofBeneficiary, the same rights and remedies in the event of non-payment of any such sums byGrantor as in the case of a default by any of the Issuers in the payment of any installment ofprincipal or interest due and payable under the Indenture or the Notes.(j) Exercise all other rights, remedies and recourses granted underthe Indenture Documents or otherwise available at law or in equity.Section 6.2 Separate Sales. The Trust Property may be sold in one or moreparcels and in such manner and order as Trustee in its sole discretion may elect; the right ofsale arising out of any Event of Default shall not be exhausted by any one or more sales.Section 6.3 Remedies Cumulative, Concurrent and Nonexclusive.Beneficiary and Trustee shall have all rights, remedies and recourses granted in the IndentureDocuments and available at law or in equity (including the UCC), which rights (a) shall becumulated and concurrent, (b) may be pursued separately, successively or concurrentlyagainst Grantor or others obligated under the Indenture Documents, or against the TrustProperty, or against any one or more of them, at the sole discretion of Beneficiary or Trustee,as the case may be, (c) may be exercised as often as occasion therefor shall arise, and theexercise or failure to exercise any of them shall not be construed as a waiver or release thereofor of any other right, remedy or recourse, and (d) are intended to be, and shall be,nonexclusive. No action by Beneficiary or Trustee in the enforcement of any rights, remediesor recourses under the Indenture Documents or otherwise at law or in equity shall be deemedto cure any Event of Default.Section 6.4 Release of and Resort to Collateral. Beneficiary may release,regardless of consideration and without the necessity for any notice to or consent by theholder of any subordinate lien on the Trust Property, any part of the Trust Property without, asto the remainder, in any way impairing, affecting, subordinating or releasing the lien orsecurity interest created in or evidenced by this Deed of Trust or the Collateral Agreements orthe lien priority thereof. For payment of the Secured Obligations, Beneficiary may resort toany other security in such order and manner as Beneficiary may elect.Section 6.5 Waiver of Redemption, Notice and Marshalllnt_of Assets.To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waivesand releases (a) all benefit that might accrue to Grantor by virtue of any present or futurestatute of limitations or law or judicial decision exempting the Trust Property fromattachment, levy or sale on execution or providing for any stay of execution, exemption fromcivil process, redemption or extension of time for payment, (b) all notices of any Event ofDefault or of any election by Trustee or Beneficiary to exercise or the actual exercise of any368884.06-Us Angeles Server IA - MSW19

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 63 of 78right, remedy or recourse provided for under the Indenture Documents, and (c) any right to amarshalling of assets or a sale in inverse order of alienation.Section 6.6 Discontinuance of Proceedings. If Beneficiary or Trusteeshall have proceeded to invoke any right, remedy or recourse permitted under the IndentureDocuments or otherwise available to either of them at law or in equity and shall thereafterelect to discontinue or abandon it for any reason, Beneficiary or Trustee, as the case may be,shall have the unqualified right to do so and, in such an event, Grantor, Beneficiary andTrustee shall be restored to their former positions with respect to the Secured Obligations, theIndenture Documents, the Trust Property and otherwise, and the rights, remedies, recoursesand powers of Beneficiary and Trustee shall continue as if such right, remedy or recourse hadnever been invoked, but no such discontinuance or abandonment shall waive any Event ofDefault which may then exist or the right of Beneficiary or Trustee thereafter to exercise anyright, remedy or recourse under the Indenture Documents or otherwise available to either ofthem at law or in equity for such Event of Default.Section 6.7 Application of Proceeds. The proceeds of any sale made underor by virtue of this Article 6. together with any Rents and other amounts generated by theholding, leasing, management, operation or other use of the Trust Property, shall be appliedby Beneficiary or Trustee (or the receiver, if one is appointed) in the following order unlessotherwise required by Applicable Law:(a) to the payment of the costs and expenses of taking possession ofthe Trust Property and of holding, using, leasing, repairing, improving and selling the same,including, without limitation (1) trustee's and receiver's fees and expenses, including therepayment of the amounts evidenced by any receiver's certificates, (2) court costs, (3)attorneys' and accountants' fees and expenses, and (4) costs of advertisement;(b) to the payment and performance of the Secured Obligations insuch manner and order of preference as set forth in the Indenture and the Notes; andentitled thereto.(c)the balance, if any, to the payment of the Persons legallySection 6.8 Occupancy After Foreclosure. Except as otherwise requiredby Applicable Law, any sale of the Trust Property or any part thereof in accordance withSection 6.1(0 or Section 6.1(n hereof will divest all right, title and interest of Grantor in andto the property sold. Subject to Applicable Law, any purchaser at a foreclosure sale willreceive immediate possession of the property purchased. If Grantor retains possession of suchproperty or any part thereof subsequent to such sale, Grantor will be considered a tenant atsufferance of the purchaser, and will, if Grantor remains in possession after demand toremove, be subject to eviction and removal, forcible or otherwise, with or without process oflaw.368884.06-Los Angeles Server IA - MSW20

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 64 of 78Section 6.9 Additional Advances and Disbursements; Costs ofEnforcement.(a) If any Event of Default exists, Beneficiary shall have the right,but not the obligation, to cure such Event of Default in the name and on behalf of Grantor.All sums advanced and expenses incurred at any time by Beneficiary under this Section 6.9,or otherwise under this Deed of Trust or any of the other Indenture Documents or ApplicableLaw, shall bear interest from the date that such sum is advanced or expense incurred, to andincluding the date of reimbursement, computed at the rate or rates at which interest is thencomputed on the Secured Obligations, and all such sums, together with interest thereon, shallbe secured by this Deed of Trust.(b) Grantor shall pay all expenses (including, without limitation,reasonable attorneys' fees and expenses and all reasonable costs and expenses related to legalwork, research and litigation) of or incidental to the perfection and enforcement of this Deedof Trust and the other Indenture Documents, or the enforcement, compromise or settlement ofthe Secured Obligations or any claim under this Deed of Trust and the other IndentureDocuments, and for the curing thereof, or for defending or asserting the rights and claims ofBeneficiary in respect thereof by litigation or otherwise.Section 6.10 No Mortmee in Possession. Neither the enforcement of anyof the remedies under this Article 6. the assignment of the Rents and Leases under Article 7.the security interests under Article 8, nor any other remedies afforded to Beneficiary under theIndenture Documents, at law or in equity shall cause Beneficiary or Trustee to be deemed orconstrued to be a mortgagee in possession of the Trust Property, to obligate Beneficiary orTrustee to lease the Trust Property or attempt to do so, or to take any action, incur anyexpense, or perform or discharge any obligation, duty or liability whatsoever under any of theLeases or otherwise.Section 6.11 WAIVER OF GRANTOR'S RIGHTS. BY EXECUTIONOF THIS DEED OF TRUST, GRANTOR EXPRESSLY: (A) ACKNOWLEDGES TILERIGHT OF BENEFICIARY TO ACCELERATE THE INDEBTEDNESS EVIDENCEDBY THE INDENTURE OR OTHER INDENTURE DOCUMENTS UPON THEOCCURRENCE OF AN EVENT OF DEFAULT; (B) TO THE EXTENT ALLOWEDBY APPLICABLE LAW, WAIVES ANY AND ALL RIGHTS WHICH GRANTORMAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES, THEVARIOUS PROVISIONS OF TILE CONSTITUTIONS FOR THE SEVERAL STATES,OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE (OTHERTHAN AS PROVIDED FOR IN THE INDENTURE DOCUMENTS) AND TOJUDICIAL HEARING PRIOR TO THE EXERCISE BY BENEFICIARY OF ANYRIGHT OR REMEDY HEREIN PROVIDED TO BENEFICIARY;(C) ACKNOWLEDGES THAT GRANTOR HAS READ THIS DEED OF TRUST ANDITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO GRANTOR AND368884.06-Los Angeles Server IA -MSW21

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 65 of 78GRANTOR HAS CONSULTED WITH LEGAL COUNSEL OF GRANTOR'SCHOICE PRIOR TO EXECUTING THIS DEED OF TRUST; AND(D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OFGRANTOR HAS BEEN MADE KNOWINGLY, INTENTIONALLY ANDWILLINGLY BY GRANTOR AS PART OF A BARGAINED FOR LOANTRANSACTION.ARTICLE 7ASSIGNMENT OF RENTS AND LEASESSection 7.1 Assignment. In furtherance of and in addition to theassignment made by Grantor in Section 2.1 of this Deed of Trust, subject to the GamingLaws, Grantor hereby absolutely and unconditionally assigns, sells, transfers and conveys toTrustee (for the benefit of Beneficiary) and to Beneficiary all of its right, title and interest inand to all Leases, whether now existing or hereafter entered into, and all of its right, title andinterest in and to all Rents. This assignment is an absolute assignment and not an assignmentfor additional security only. So long as no Event of Default shall have occurred and becontinuing and to the extent not prohibited by the Indenture, Grantor shall have a revocablelicense from Trustee and Beneficiary to exercise all rights extended to the landlord under theLeases, including the right to receive and collect all Rents and to hold the Rents in trust foruse in the payment and performance of the Secured Obligations and to otherwise use thesame. The foregoing license is granted subject to the conditional limitation that no Event ofDefault shall have occurred and be continuing. Upon the occurrence and during thecontinuance of an Event of Default beyond any applicable cure period, whether or not legalproceedings have commenced, and without regard to waste, adequacy of security for theSecured Obligations or solvency of Grantor, the license herein granted shall automaticallyexpire and terminate, without notice by Trustee or Beneficiary (any such notice being herebyexpressly waived by Grantor).Section 7.2 Perfection Upon Recordation. Grantor acknowledges thatBeneficiary and Trustee have taken all actions necessary to obtain, and that upon recordationof this Deed of Trust, Beneficiary and Trustee shall have, to the extent permitted underApplicable Law, a valid and fully perfected, present assignment of the Rents arising out of theLeases and all security for such Leases, second in priority only to the liens and securityinterests of the Credit Agreement Security Documents. Grantor acknowledges and agrees thatupon recordation of this Deed of Trust Trustee's and Beneficiary's interest in the Rents shallbe deemed to be fully perfected, "choate" and enforced as to Grantor and all third parties,including, without limitation, any subsequently appointed trustee in any case under Title 11 ofthe United States Code (the "Bankruptcy Code"), without the necessity of commencing aforeclosure action with respect to this Deed of Trust, making formal demand for the Rents,obtaining the appointment of a receiver or taking any other affirmative action.368884.06-Las Angeles Server IA -MSW22

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 66 of 78Section 7.3 Bankruptcy Provisions. Without limitation of the absolutenature of the assignment of the Rents hereunder, Grantor, Trustee and Beneficiary agree that(a) this Deed of Trust shall constitute a "security agreement" for purposes of Section 552(b)of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends toproperty of Grantor acquired before the commencement of a case in bankruptcy and to allamounts paid as Rents and (c) such security interest shall extend to all Rents acquired by theestate after the commencement of any case in bankruptcy.Section 7.4 No Merger of Estates. So long as part of the SecuredObligations secured hereby remain unpaid and undischarged, the fee and leasehold estates tothe Trust Property shall not merge, but shall remain separate and distinct, notwithstanding theunion of such estates either in Grantor, Beneficiary, any tenant or any third party by purchaseor otherwise.ARTICLE 8SECURITY AGREEMENTSection 8.1 Security Interest. This Deed of Trust constitutes a "securityagreement" on personal property within the meaning of the UCC and other applicable law andwith respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, TaxRefunds, Proceeds, Insurance and Condemnation Awards. To this end, Grantor grants toBeneficiary a first and prior security interest in the Fixtures, Leases, Rents, Deposit Accounts,Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards and allother Trust Property which is personal property to secure the payment and performance of theSecured Obligations, and agrees that Beneficiary shall have all the rights and remedies of asecured party under the UCC with respect to such property. Any notice of sale, disposition orother intended action by Beneficiary with respect to the Fixtures, Leases, Rents, DepositAccounts, Property Agreements, Tax Refunds, Proceeds, Insurance and CondemnationAwards sent to Grantor at least five (5) days prior to any action under the UCC shallconstitute reasonable notice to Grantor. THE TERM "TRUST PROPERTY" IS INTENDEDTO EXCLUDE (I) ALL ITEMS OF PERSONAL PROPERTY IN WHICH BENEFICIARYHAS OBTAINED AND/OR PERFECTED A SECURITY INTEREST UNDER SEPARATEINSTRUMENTS; AND (II) THE EXCLUDED ASSETS.Section &2 Financing Statements. Grantor authorizes Beneficiary to file,in form and substance satisfactory to Beneficiary, such financing statements and such furtherassurances as Beneficiary may, from time to time, reasonably consider necessary to create,perfect and preserve Beneficiary's security interest hereunder and Beneficiary may cause suchstatements and assurances to be recorded and filed, at such times and places as may berequired or permitted by law to so create, perfect and preserve such security interest.Grantor's state of organization is the State of Nevada.368884.06-Loa Angeles Server IA - MST!23

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 67 of 78Section 8.3 Fixture Filing. This Deed of Trust shall also constitute afinancing statement filed as a "fixture filing" for the purposes of the UCC against all of theTrust Property which is or is to become fixtures.Section 8.4 Information. Information concerning the security interestherein granted may be obtained at the address of Debtor (Grantor) and Secured Party(Beneficiary) as set forth in the first paragraph of this Deed of Trust. Grantor herebyauthorizes Beneficiary to file any and all financing statements and amendments thereto insuch form and in such locations as it deems necessary or appropriate in connection herewith.ARTICLE 9CONCERNING 111E TRUSTEESection 9.1 Certain Rights. With the approval of Beneficiary, Trusteeshall have the right to select, employ and consult with counsel. Trustee shall have the right torely on any instrument, document or signature authorizing or supporting any action taken orproposed to be taken by it hereunder, believed by it in good faith to be genuine. Trustee shallbe entitled to reimbursement for actual, reasonable expenses incurred by it in the performanceof its duties and to reasonable compensation for Trustee's services hereunder as shall berendered. Grantor shall, from time to time, pay the compensation due to Trustee hereunderand reimburse Trustee for, and indemnify, defend and save Trustee harmless against, allliability and reasonable expenses which may be incurred by it in the performance of its duties,including those arising from joint, concurrent, or comparative negligence of Trustee;however, Grantor shall not be liable under such indemnification to the extent such liability orexpenses result solely from Trustee's or Beneficiary's gross negligence or willful misconduct.Grantor's obligations under this Section 9.1 shall. not be reduced or impaired by principles ofcomparative or contributory negligence.Section 9.2 Retention of Money. All moneys received by Trustee shall,until used or applied as herein provided, be held in trust for the purposes for which they werereceived, but need not be segregated in any manner from any other moneys (except to theextent required by law), and Trustee shall be under no liability for interest on any moneysreceived by him hereunder.Section 9.3 Successor Trustees. If Trustee or any successor Trustee shalldie, resign or become disqualified from acting in the execution of this trust, or Beneficiaryshall desire to appoint a substitute Trustee, subject to the Gaming Laws, Beneficiary shallhave full power to appoint one or more substitute Trustees and, if preferred, several substituteTrustees in succession who shall succeed to all the estates, rights, powers and duties ofTrustee by an instrument in writing, executed and acknowledged by Beneficiary, and recordedin the Office of the County Recorder, Clark County, Nevada. Such appointment may beexecuted by any authorized agent of Beneficiary and as so executed, such appointment shall368884.06-Los Angeles Sava lA - MSW24

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 68 of 78be conclusively presumed to be executed with authority, valid and sufficient, without furtherproof of any action.Section 9.4 Perfection of Appointment Should any deed, conveyance orinstrument of any nature be required from Grantor by any successor Trustee to more fully andcertainly vest in and confirm to such successor Trustee such estates, rights, powers and duties,then, upon request by such Trustee, all such deeds, conveyances and instruments shall bemade, executed, acknowledged and delivered and shall be caused to be recorded and/or filedby Grantor.Section 9.5 Trustee Liability. In no event or circumstance shall Trustee orany substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust,either as a result of any action by Trustee (or any substitute Trustee) in the exercise of thepowers hereby granted or otherwise.ARTICLE 10MISCELLANEOUSSection 10.1 Notices. Any notice required or permitted to be given underthis Deed of Trust shall be given in accordance with Section 12.2 of the Indenture.Section 10.2 Covenants Running with the Land. All Secured Obligationscontained in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be, andshall be construed as, covenants running with the Trust Property. As used herein, "Grantor"shall refer to the party named in the first paragraph of this Deed of Trust and to anysubsequent owner of all or any portion of the Trust Property. All Persons who may have oracquire an interest in the Trust Property shall be deemed to have notice of, and be bound by,the terms of the Indenture and the other Indenture Documents; however, no such party shallbe entitled to any rights thereunder without the prior written consent of Beneficiary.Section 10.3 Attorney-in-Fact Grantor hereby irrevocably appointsBeneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupledwith an interest and with full power of substitution, (a) to execute and/or record any notices ofcompletion, cessation of labor or any other notices that Beneficiary deems appropriate toprotect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after writtenrequest by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of thisDeed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments ofassignment, conveyance or further assurance with respect to the Leases, Rents, DepositAccounts, Property Agreements, Tax Refunds, Proceeds, Insurance and CondemnationAwards or any other Trust Property in favor of the grantee of any such deed and as may benecessary or desirable for such purpose, (c) to prepare, execute and file or record financingstatements, continuation statements, applications for registration and hie papers necessary tocreate, perfect or preserve Beneficiary's security interests and rights in or to any of the Trust368884.06-Los Angela Server IA MSW25

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 69 of 78Property, and (d) while any Event of Default continues after any applicable cure period, toperform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under anycircumstances be obligated to perform any obligation of Grantor; (2) any sums advanced byBeneficiary in such performance shall be added to and included in the Secured Obligationsand shall bear interest at the rate or rates at which interest is then computed on the SecuredObligations; (3) Beneficiary as such attorney-in-fact shall only be accountable for such fundsas are actually received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor orany other person or entity for any failure to take any action which it is empowered to takeunder this Section 10.3. Notwithstanding the foregoing, Beneficiary shall be liable for itsgross negligence, willful misconduct, and bad faith in connection with exercising its rightshereunder.Section 10.4 Successors and Assigns. This Deed of Trust shall be bindingupon and inure to the benefit of Beneficiary, the Holders, Trustee and Grantor and theirrespective successors and assigns. Grantor shall not, without the prior written consent ofBeneficiary, assign any rights, duties or obligations hereunder.Section 10.5 No Waiver. Any failure by Beneficiary or the IndentureTrustee or the Trustee to insist upon strict performance of any of the terms, provisions orconditions of the Indenture Documents shall not be deemed to be a waiver of same, andBeneficiary, the Indenture Trustee or Trustee shall have the right at any time to insist uponstrict performance of all such terms, provisions and conditions.Section 10.6 Indenture. If any conflict or inconsistency exists between thisDeed of Trust and the Indenture, the Indenture shall govern.Section 10.7 Release or Reconvevance. Upon payment and performance infull of the Secured Obligations, Beneficiary, at Grantor's expense, shall release the liens andsecurity interests created by this Deed of Trust and reconvey the Trust Property to Grantor.Section 10.8 Waiver of Stay., Moratorium and Similar Rights. Grantoragrees, to the full extent that it may lawfully do so, that it will not at any time insist upon orplead or in any way take advantage of any stay, marshalling of assets, extension, redemptionor moratorium law now or hereafter in force and effect so as to prevent or hinder theenforcement of the provisions of this Deed of Trust or the Secured Obligations securedhereby, or any agreement between Grantor and Beneficiary or any rights or remedies ofBeneficiary or Trustee. Grantor, for itself and for all Persons hereafter claiming through orunder it who may at any time hereafter become holders of liens junior to the lien of this Deedof Trust, hereby expressly waives and releases all rights to direct the order in which any of theTrust Property or any interest therein shalt be sold in the event of any sale or sales pursuanthereto.368884.06-Los Angeles Sava IA- MSW26

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 70 of 78Section 10.9 Governing Law. THIS DEED OF TRUST SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWAND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), EXCEPT THAT (A)WITH RESPECT TO THE EXERCISE OF REMEDIES HEREUNDER AND THECREATION, PRIORITY, PERFECTION AND ENFORCEMENT OF THE LIENCREATED BY THIS DEED OF TRUST, THE LAWS OF THE JURISDICTION INWHICH THE PROPERTY IS LOCATED SHALL GOVERN, WITHOUT REGARD TOTHE CONFLICT OF LAWS PRINCIPLES OF SUCH JURISDICTION, AND (B) FORPERSONALTY, THE PERFECTION EFFECT OF PERFECTION OR NON-PERFECTIONAND PRIORITY OF THE SECURITY INTEREST SHALL BE SUBJECT TO ANYMANDATORY CHOICE OF LAW RULES IN THE UCC.Section 10.10 Choice of Forum.(a) Subject to Section 10.10(b) and Section 10.10(c), all actions orproceedings arising in connection with this Deed of Trust shall be tried and litigated in stateor Federal courts located in the County of Clark, State of Nevada, unless such actions orproceedings are required to be brought in another court to obtain subject matter jurisdictionover the matter in controversy. GRANTOR WAIVES ANY RIGHT IT MAY HAVE TOASSERT THE DOCTRINE OF FORUM NON CONVErsTIENS, TO ASSERT THAT IT ISNOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TOVENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCEWITH THIS SECTION 10.10.(b) Nothing contained in this Section shall preclude Beneficiary frombringing any action or proceeding arising out of or relating to this Deed of Trust in any courtnot referred to in Section 10.10(a). SERVICE OF PROCESS, SUFFICIENT FORPERSONAL JURISDICTION IN ANY ACTION AGAINST GRANTOR, MAY BE MADEBY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITSADDRESS INDICATED IN SECTION 12.2 OF THE INDENTURE.(c) Notwithstanding Section 10.10(a) and subject to Section 10.9, in thesole and absolute discretion of Beneficiary, all actions or proceedings relating to theCollateral (as defined in the Indenture), other than the Premises and the Fixtures, which arethe subject of the Indenture Documents shall be governed by and construed in accordancewith the laws of the State of New York, as applied to contracts made and performed withinthe State of New York. Grantor hereby irrevocably submits to the jurisdiction of any NewYork state court sitting in the Borough of Manhattan in the City of New York or any federalcourt sitting in the Borough of Manhattan in the City of New York in respect of any suit,action or proceeding arising out of or relating to the subject of the Indenture Documents, and27368884.06-Los Angeles Seaver IA - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 71 of 78irrevocably accepts for itself and in respect of its property, generally and unconditionally,jurisdiction of the aforesaid courts.(d) Grantor irrevocably waives, to the fullest extent it may effectively doso under Applicable Law, trial by jury and any objection that it may now or hereafter have tothe laying of the venue of any such suit, action or proceeding brought in any such court andany claim that any such suit, action or proceeding brought in any such court has been broughtin an inconvenient forum. Grantor irrevocably consents, to the fullest extent it mayeffectively do so under Applicable Law, to the service of process of any of theaforementioned courts in any such action or proceeding by the mailing of copies thereof byregistered or certified mail, postage prepaid, to Grantor at its said address, such service tobecome effective thirty (30) days after such mailing. Nothing shall affect the right ofBeneficiary to serve process in any other manner permitted by law or to commence legalproceedings or otherwise proceed against Grantor in any other jurisdiction.Section 10.11 Feedings. The Article, Section and Subsection titles hereof areinserted for convenience of reference only and shall in no way alter, modify or define, or beused in construing, the text of such Articles, Sections or Subsections.Section 10.12 Entire Agreement. This Deed of Trust and the other IndentureDocuments embody the entire agreement and understanding between Grantor and Beneficiaryand supersede all prior agreements and understandings between such parties relating to thesubject matter hereof and thereof. Accordingly, the Indenture Documents may not becontradicted by evidence of prior, contemporaneous or subsequent oral agreements of theparties. There are no unwritten oral agreements between the parties.Section 10.13 Beneficiary as Agent; Successor Agents.(a) The Agent has been appointed to act as Agent hereunder onbehalf of the Indenture Trustee and the Holders pursuant to the Indenture and the SecurityAgreement. The Agent may resign and a successor Agent may be appointed in the mannerprovided in the Indenture. Upon the acceptance of any appointment as Agent under the termsof the Indenture by a successor Agent, that successor Agent will thereupon succeed to andbecome vested with all the rights, powers, privileges and duties of the retiring or removedAgent as Beneficiary under this Deed of Trust, and the retiring or removed Agent under thisDeed of Trust will be discharged from its duties and obligations hereunder.(b) Each reference herein to any right granted to, benefit conferredupon or power exercisable, exercised or action taken by the "Beneficiary" shall be deemed tobe a reference to or be deemed to have been so taken, as the case may be, by Beneficiary in itscapacity as Agent pursuant to the Indenture and the Security Agreement for the benefit of theIndenture Trustee and the Holders, all as more fully set forth in the Indenture and the SecurityAgreement.368884.06-Los Angeles Server 1A -MSW28

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 72 of 78ARTICLE 11LOCAL LAW PROVISIONSSection 11.1 Power of Sale. (a) Should default be made by Grantor inpayment or performance of any Secured Obligations or other Obligation or agreement securedhereby and/or in performance of any agreement herein, or should Grantor otherwise be indefault hereunder, Beneficiary may, subject to NRS 107.080, declare all sums secured herebyimmediately due by delivery to Trustee of a written notice of breach and election to sell(which notice Trustee shall cause to be recorded and mailed as required by law) and shallsurrender to Trustee this Deed of Trust.(b) After three (3) months shall have elapsed following recordation of anysuch notice of breach, Trustee shall sell the property subject hereto at such time and at suchplace in the State of Nevada as Trustee, in its sole discretion, shall deem best to accomplishthe objects of these trusts, having first given notice of such sale as then required by law. Inthe conduct of any such sale Trustee may act itself or through any auctioneer, agent orattorney. The place of sale may be either in the county in which the property to be sold, orany part thereof, is situated, or at an office of the Trustee located in the State of Nevada_(c) Upon the request of Beneficiary or if required by law Trustee shallpostpone sale of all or any portion of said property or interest therein by public announcementat the time fixed by said notice of sale, and shall thereafter postpone said sale from time totime by public announcement at the time previously appointed.(d) At the time of sale so fixed, Trustee shall sell the property so advertisedor any part thereof or interest therein either as a whole or in separate parcels, as Beneficiarymay determine in its sole and absolute discretion, to the highest bidder for cash in lawfulmoney of the United States, payable at time of sale, and shall deliver to such purchaser a deedor deeds or other appropriate instruments conveying the property so sold, but withoutcovenant or warranty, express or implied. Beneficiary and Trustee may bid and purchase atsuch sale. To the extent of the Secured Obligations secured hereby, Beneficiary need not bidfor cash at any sale of all or any portion of the Trust Property pursuant hereto, but the amountof any successful bid by Beneficiary shall be applied in reduction of said Secured Obligations.Trustee hereby agrees, if it is then still in possession, to surrender, immediately and withoutdemand, possession of said property to any purchaser.(e) Trustee shall apply the proceeds of any such sale to payment ofexpenses of sale and all charges and expenses of Trustee and of these trusts, including cost ofevidence of title and Trustee's fee in connection with sale; all sums expended under the termshereof, not then repaid, with accrued interest at the default rate determined by the Indenture;all other sums then secured hereby, and the remainder, if any, to the person or persons legallyentitled thereto.3681384.06-1.ns Angeles Server IA -MSW29

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 73 of 78(f) Beneficiary, from time to time before Trustee's sale, may rescind anynotice of breach and election to sell by executing, delivering and causing Trustee to record awritten notice of such rescission. The exercise by Beneficiary of such right of rescission shallnot constitute a waiver of any breach or default then existing or subsequently occurring, orimpair the right of Beneficiary to execute and deliver to Trustee, as above provided, othernotices of breach and election to sell, nor otherwise affect any term, covenant or conditionhereof or under any obligation secured hereby, or any of the rights, obligations or remedies ofthe parties thereunder.Section 11.2 Credit Bids. At any foreclosure sale, any person, includingGrantor, Trustee or Beneficiary, may bid for and acquire the Trust Property or any partthereof to the extent permitted by then Applicable Law.Section 11.3 Nevada Law. Where not inconsistent with the above, thefollowing covenants, Nos. 1; 2 (full replacement value); 3; 4 (the rate or rates at whichinterest is computed upon default of the Secured Obligations in the Indenture); 5; 6; 7(reasonable percentage); 8 and 9 of NRS 107.030 are hereby included herein by this referenceand made a part of this Deed'of Trust.Section 11.4 Filing and Indexing. This Deed of Trust is to be filed andindexed in the real estate records and is also to be indexed in the index of UCC FinancingStatements of Clark County, Nevada under the name of 155 EAST TROPICANA, LLC, aNevada limited liability company, as debtor, and THE BANK OF NEW YORK TRUSTCOMPANY, N.A., in its capacity as collateral agent, its successors and assigns, as itsinterests may appear, as secured party. Grantor's organizational number is LLC13428-2004.Information concerning the security interest may be obtained from Beneficiary at thefollowing address 700 South Flower Street, Suite 500, Los Angeles, California 90017,Attention Corporate Trust Administration.(The remainder of this page has been intentionally left blank)3681184.06-Los Angeles Server IA - MSW30

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 74 of 78IN WITNESS WHEREOF, Grantor has on the date set forth in theacknowledgement hereto, effective as of the date first above written, caused thisinstrument to be duly EXECUTED AND DELIVERED by authority duly given.GRANTOR: 155 EAST TROPICANA, LLC,a Nevada limited liability companyBy:NeilG. KeiferIts: Chief Executive Officer

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 75 of 78STATE OF )COUNTY OF OL.41.44-zz--1 SS.ACKNOWLEDGEMENTThis instrument was acknowledged before me on March 2005 by155 EAST TROPICANA, LLC.ofNOTARY PUBLICMy commission expi

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 76 of 78Exhibit ADescription of LandAll that certain real property situated in the County of Clark, State of Nevada, described asfollows:PARCEL I:That portion of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, Township 21 South, Range 51 East,M.D.M., described as follows:COMMENCING at the North Quarter (N 1/4) corner of said Section 28;THENCE South 89'50'14" west, along the North line of the Northwest Quarter (NW 1/4) of saidSection 28, a distance of 1,318.16 feet to a point;THENCE South 02'54'50" East, a distance of 101.41 feet to a point on the South right of wayline of Tropicana Avenue (100 feet wide) said point also being the Northwest (NW)corner of Tropicana Park, as shown by map thereof on file in Book 8 of Plats,Page 37 and reverted to acreage by map thereon on file in Book 15 of Plats,Page 11, Clark County Records said point being the TRUE POINT OF BEGINNING;THENCE North 87'1 V36" East, along said South right of way line, a distance of452.59 feet to a point of tangency of a curve concave to the Southwest andhaving a radius of 15.00 feet;THENCE along said curve through a central angle of 89'50'04" an arc length of 23.52 feet to apoint on the Westerly right of way line of Scott Street, as shown on said plats;THENCE South 02'5870" East, along said right of way line, a distance of 631.04 feet to a pointon the centerline of Mona Avenue, as shown on the aforementioned plat of Tropicana Park;THENCE South 87'01'40" West, along said centerline, and the Westerlyextension thereof, a distance of 468.21 feet to a point on the West line ofsaid Tropicana Park;THENCE North 02'54'50" West, along said line to the TRUEPOINT OF BEGINNING.EXCEPTING THEREFROM that portion of said land conveyed to the State of Nevadaby deed recorded June 23, 1999 in Book 990623, Doc/Inst. No. 02544, OfficialRecords, Clark County, Nevada.PARCEL II:(Hotcl San Remo Convention Center)The Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NE368884.06-Los Mgeles Serves !A - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 77 of 781/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 21 South, Range61 East, M.D.M.EXCEPT the portion thereof conveyed to the State of Nevada by Deed recorded May29, 1959 as Document No. 162200 of Official Records, Clark County, NevadaRecords.FURTHER EXCEPTING the interest in the South 30 feet and the West 20 feetconveyed to Clark County for roads, utilities and other public and incidentalpurposes by Deed recorded September 13, 1971 as Document No. 128706.FURTHER EXCEPTING that portion of said land conveyed to Ben Hur Hotel, Inc.described as follows:COMMENCING at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of said Section 28;THENCE North 88'43'17" West along the South line thereof a distance of 658.98 feet to theSouthwest (SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, said point being the TRUE POINT OFBEGINNING;THENCE continuing North 88'43'17" West a distance of 148.90 feet to theSoutheast (SE) corner of the Tropicana Park Subdivision as shown in Book 8 ofPlats, Page 37, Clark County Records, Nevada; thence North 00'26'17" West alongthe East line of said Tropicana Park a distance of 571.77 feet;THENCE North 89'38'50" East a distance of 149.91 feet to a point in the West line of theEast Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28;THENCE South 00'19'51" East a distance of 576.01 feetto the TRUE POINT OF BEGINNING.FURTHER EXCEPTING that certain spandrel area conveyed to Clark County for roadpurposes by Deed recorded May 4, 1987 as Document No. 870504/00953 andre-recorded May 20, 1987 as Document No. 870520/00620 of Official Records.368884.06-Los Angeles Server IA. - MSW

Case 11-22216-bam Doc 16-14 Entered 08/01/11 18:20:48 Page 78 of 78Exhibit B-1Ground Leases1. Amended and Restated Casino Lease dated as of March 9, 2005 by and between 155 EastTropicana, LLC, as lessor, and Eastern & Western Hotel Corporation, as lessee,conveying a leasehold interest to lessee in Parcel I (as more particularly described onExhibit A hereto).2. Amended and Restated Hotel Lease dated as of March 9, 2005 by and between 155 EastTropicana, LLC, as lessor, and Eastern & Western Hotel Corporation, as lessee,conveying a leasehold interest to lessee in Parcel I & 11 (as more particularly described onExhibit A hereto).368884M-1-w Angeles Sava IA -MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 1 of 46EXHIBIT 18

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 2 of 46Assessor's Parcel Numbers:162-28-101-002162-28-102-001When recorded mail to:Skadden, Arps, Slate, Meagher & Flom LLP300 South Grand Avenue, Suite 3400Los Angeles, California 90071Attn: Brandi Ehlers, Esq.Receipt/Conformed CopyRequestor:LAWYERS TITLE OF NEVADA03/29/2005 11:41:59 120050055655Book/Instr: 200503 g w2533Pssignment Page Count: 16Fees: $29.00 N/C Fee: $0.00Frances DeaneClark County RecorderASSIGNMENT OF ENTITLEMENTS AND CONTRACTSTHIS ASSIGNMENT OF ENTITLEMENTS AND CONTRACTS("Assignment") is made and entered into as of March 29, 2005, by and among 155 EastTropicana, LLC, a Nevada limited-liability company ("Tropicana LLC"), Eastern &Western Hotel Corporation, a Nevada corporation ("Eastern," and together withTropicana LLC, each an Assignor, and collectively, the "Assignors," which term includesany successors), and The Bank of New York Trust Company, NA., a national bankingassociation, as collateral agent, hereinafter referred to, together with its successors andassigns, in such capacity, as "Agent."WHEREAS:RECITALS:A. Tropicana LLC is the fee owner of certain parcels of real propertywhich are situate in the County of Clark, State of Nevada and which are more particularlydescribed on "Exhibit A" attached hereto (the "Land"), and Eastern is the lessee of acertain parcel of real property which is situate in the County of Clark, State of Nevadaand which is more particularly described on "Exhibit B" attached hereto (the "LeasedLand"). All references herein to the "Real Property" shall be to: (i) the Land; (ii) theLeased Land; (iii) all real property which is adjacent to, or used in connection with, theLand or the Leased Land, and in which either of the Assignors now owns, or hereafteracquires, an interest (the "Adjacent Property"); and (iv) all tenements, hereditaments andappurtenances to the Land or the Adjacent Property.B. Reference is also made to that certain Indenture dated as of thedate hereof (as it may be amended, supplemented or otherwise modified heretofore orhereafter from time to time, the "Indenture"), by and among Tropicana LLC, 155Tropicana Finance Corp., a Nevada corporation (collectively, the "Issuers," which termincludes any successors to any such persons thereunder), The Bank of New York Trust391013.04-Las Angeles Server 2A - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 3 of 46Company, NA., a national banking association, in its capacity as trustee thereunder, andthe Guarantors, pursuant to which the Issuers have issued or will issue the Notes to therespective Holders thereof. All capitalized terms which are used but not otherwisedefined herein shall have the respective meanings and be construed herein as provided inthe Indenture, and any reference to a provision of the Indenture shall be deemed toincorporate that provision as a part hereof in the same manner and with the same effect asif the same were fully set forth herein.C. The Indenture provides, among other things, that the Issuers mayissue up to the aggregate principal amount of One Hundred Thirty Million and No/100Dollars ($130,000,000.00) in Notes.D. It is a condition of the Notes that all the Assignors' present andfuture right, title and interest in and to:(i) all assignable personal property leases, purchase contractsand construction related equipment contracts which are now existing or arehereafter entered into, are used in connection with, or which relate to: (aa) theReal Property; (bb) any hotel, casino and/or resort business and related activitieswhich are now, or are hereafter, conducted by, or on behalf of, the Assignors onthe Real Property (collectively, the "Hotel/Casino Facilities"); or (cc) any otherbusiness activity now, or hereafter, conducted by, or on behalf of, the Assignorson, or in connection with, the Real Property (collectively, the "AdditionalBusinesges1"); all together with any and all amendments, modifications,extensions, or renewals thereof (collectively, the "Equipment Agreements"); and(ii) all present and future assignable permits, constructionrelated agreements, licenses, warranties, contracts and other entitlements, if any,which are issued, granted, agreed to, or entered into in connection with, orrelating to, the Real Property, the Hotel/Casino Facilities or any AdditionalBusiness, together with any and all amendments, modifications, extensions orrenewals thereof (collectively, the "Entitlements");in each and every case excluding all Excluded Assets (and in the case of Eastern,excluding all items of collateral not owned, used or maintained exclusively in connectionwith the operation of any hotel, casino, restaurant, store, parking facility, special eventsarena, theme park or any other commercial operations on the Real Property), be presentlyassigned to Agent, for the benefit of Holders in consideration of the Notes upon the termsand conditions set forth below.NOW, THEREFORE, in consideration Of the Notes, each Assignor doeshereby presently, absolutely and unconditionally assign to Agent for the benefit of theHolders all of its right, title and interest in and to the Equipment Agreements and theEntitlements, in each and every case excluding all Excluded Assets (and in the case ofEastern, excluding all items of collateral not owned, used or maintained exclusively inconnection with the operation of any hotel, casino, restaurant, store, parking facility,391013.04-Los Angeles Server 2A -1v1SW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 4 of 46special events arena, theme park or any other commercial operations on the RealProperty), as follows:1. Each Assignor does hereby grant, assign and convey unto Agentall the right, title, interest and privilege which each Assignor has or may hereafteracquire, in or to all assignable Equipment Agreements and/or Entitlements. Withoutlimiting the generality of the foregoing, and subject to the provisions of Section 5 below,Agent shall have the present and continuing right with full power and authority, in itsown name, or in the name of an Assignor, or otherwise to do any and all things which anAssignor may be or may become entitled to do under the Equipment Agreements and/orEntitlements and the right to make all waivers and agreements, give all notices, consentsand releases and other instruments and to do any and all other things whatsoever whichan Assignor may be or may become entitled to do under said Equipment Agreementsand/or Entitlements.2. The acceptance of this Assignment and the payment orperformance under the Equipment Agreements and/or Entitlements hereby assigned shallnot constitute a waiver of any rights of Agent or the Holders under the terms of theIndenture or any other Collateral Agreements for the benefit of any of Agent or theHolders.3. Each Assignor will promptly notify Agent of the occurrence of anydefault under any of the Equipment Agreements Entitlements, which, if left uncured,would be reasonably likely to materially and adversely affect either the Hotel/CasinoFacilities or any Additional Business.4. Each Assignor will not, without the prior written consent of Agent:(a) cause, or consent to, any cancellation, termination orsun-ender of any Equipment Agreement or Entitlement if such cancellation, terminationor surrender would be reasonably likely to materially and adversely affect either theHotel/Casino Facilities or any Additional Business (except for any cancellation ortermination of an Equipment Agreement or Entitlement which is caused by a defaultthereunder on the part of a party other than an Assignor or one of its Affiliates);(b) permit any event to occur which would entitle any party toan Equipment Agreement or Entitlement to terminate or cancel said EquipmentAgreement or Entitlement if such cancellation or termination would be reasonably likelyto materially and adversely affect either the Hotel/Casino Facilities or any AdditionalBusiness (except any cancellation or termination of an Equipment Agreement orEntitlement which is caused by a default thereunder on the part of a party other than anAssignor or one of its Affiliates);(c) amend or modify any of the Equipment Agreements or anyof the Entitlements if such amendment or modification would be reasonably likely tomaterially and adversely affect either the Hotel/Casino Facilities or any AdditionalBusiness; .391013.04-Us Angeles Server 2A - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 5 of 46(d) waive any default under or breach of any EquipmentAgreements or any Entitlements except for any waiver that would not be reasonablylikely to result in any material adverse affect on either the Hotel/Casino Facilities or anyAdditional Business; or(e) give any consent, waiver or approval which would impairAssignor's interest in any of the Equipment Agreements or any of the Entitlements if suchconsent, waiver or approval would be reasonably likely to materially and adversely affecteither the Hotel/Casino Facilities or any Additional Business.5. Notwithstanding anything to the contrary contained in thisAssignment, it is understood and agreed that so long as there shall exist no Event ofDefault under the Indenture there is reserved to each Assignor a revocable license toretain, use and enjoy the Equipment Agreements the Entitlements and the properties andentitlements which are the subject thereof. Upon the occurrence of an Event of Default,such license granted to an Assignor may be immediately revoked by Agent withoutfurther demand or notice and Agent is hereby empowered to enter and take possession ofthe Real Property and to use, manage and operate the same and to do all acts required orpermitted by the Equipment Agreements and/or the Entitlements, and perform such otheracts in connection with the use, management and operation of the properties andentitlements, which are the subject of the Equipment Agreements and the Entitlements asAgent, in its sole discretion, may deem proper (including, without limitation, such acts asare otherwise authorized under this Assignment). Agent agrees that, until such licensegranted to an Assignor has been revoked, as set forth above, Agent shall refrain fromexercising its rights and remedies which are granted with respect to the EquipmentAgreements the Entitlements and/or the properties they concern under Section 1 of thisAssignment or under this Section 5. Should the Event of Default which resulted in anysuch revocation (and all other Events of Default that may then exist) be cured prior toforeclosure, deed-in-lieu of foreclosure, or a similar conveyance under the CollateralAgreements, then such license granted to an Assignor shall be immediately reinstatedwithout further demand or notice and Agent shall, as soon as reasonably possible,redeliver to such Assignor possession of the Equipment Agreements and of theEntitlements (and, at the expense of such Assignor, shall execute such notices to thirdparties as such Assignor may reasonably request) and the parties hereto shall each berestored to, and be reinstated in, their respective rights and positions hereunder as if theEvent of Default had not occurred (without impairment of or limitation on Agent's rightto proceed hereunder upon any other Events of Default).6. Agent shall not be obligated to perform or discharge any obligationor duty to be performed or discharged by an Assignor under the Equipment Agreementsand/or the Entitlements. This Assignment shall not place responsibility for themanagement, control, care, operation or repair of the Real Property, the Hotel/CasinoFacilities or any Additional Business upon any of the Agent or the Holders, or upon anyof their respective trustees, officers, directors, employees, agents, attorneys, stockholders,members or partners (collectively, the "Indemnified Parties"); nor shall this Assignmentcause any of the Indemnified Parties to be responsible or liable for any negligence in themanagement, control, care, operation or repair of the Real Property, the Hotel/Casino391013.04-Los Angeles Server 2A - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 6 of 46Facilities or any Additional Business, which results in loss, injury or death to any tenant,guest, licensee, employee or stranger (provided that this Section 6 shall not act to relieveany Indemnified Party from liability which results from such Indemnified Party's owngross negligence or willful misconduct).7. Each Assignor agrees to indemnify, protect, defend and holdharmless the Indanmified Parties from and against any and all losses, damages, expensesor liabilities of any kind or nature from any suits, claims, demands or other proceedings,including reasonable counsel fees incurred in investigating or defending such claim,suffered by any of them and caused by, relating to, arising out of, resulting from, or inany way connected with: (i) this Assignment; (ii) any of the Equipment Agreements orthe Entitlements; or (iii) the management, control, care, operation or repair of the RealProperty, the Hotel/Casino Facilities and/or any Additional Business; all in accordancewith the Joint Venture Agreement, Operating Agreement and all applicable CollateralAgreements.8. Except as may be permitted in the Indenture, an Assignor will notfurther assign any interest in the Equipment Agreements or in the Entitlements, or createor permit any lien, charge, or encumbrance upon their interests in the EquipmentAgreements or in the Entitlements.9. Each Assignor agrees that this Assignment and the designation anddirections herein set forth are irrevocable. Until all Indebtedness and Obligations of theIssuers have been paid and performed in full (or, with respect to Eastern, upon (i) theoccurrence of the Operator Licensing Event, (ii) the termination of the Ground Leases,and (iii) the consummation of the Third Closing Date Transactions), Assignor will notmake any other assignment, designation or direction inconsistent herewith (except asotherwise permitted in the Indenture), and any such assignment, designation or directionwhich is inconsistent herewith shall be void. Each Assignor will, from time to time,execute all such instruments of further assurance and all such supplemental instrumentsas may be reasonably requested by Agent. As used herein, the term "Third Closing DateTransactions" means the transactions that are to occur as a condition to the Third ClosingDate (as defined in, and as provided in, the Amended and Restated Joint VentureAgreement, dated as of March 9, 2005, by and between EW Common LLC, a Nevadalimited liability company, Florida Hooters LLC, a Nevada limited liability company, andEastern).10. No action or inaction on the part of Agent, or any Holder, shallconstitute an assumption on the part of Agent, or any Holder, of any obligations or dutiesunder the Equipment Agreements and/or the Entitlements. No action or inaction on the.part of an Assignor shall adversely affect or limit in any way the rights of Agent underthis Assignment or, through this Assignment, under the Equipment Agreements and/orthe Entitlements.11. Each Assignor covenants and represents that no other assignmentsof their interests in the Equipment Agreements and/or the Entitlements have been made;that no notice of termination has been served on each respective Assignor with respect to391013.04-Los Angeles Server 2A - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 7 of 46any Equipment Agreements or the Entitlements, the termination of which would bereasonably likely to materially and adversely affect either the Hotel/Casino Facilities orany Additional Business; and that there are presently no defaults existing under any of theEquipment Agreements or the Entitlements, which defaults would be reasonably likely tomaterially and adversely affect either the Hotel/Casino Facilities or any AdditionalBusiness if left uncured.12. Upon the payment of all Indebtedness and performance of allObligations of the Issuers under the Indenture in full (or, with respect to Eastern, upon(i) the occurrence of the Operator Licensing Event, (ii) the termination of the GroundLeases, and (iii) the consummation of the Third Closing Date Transactions), Agent, at therequest and the expense of the Assignors, will deliver either an instrument canceling thisAssignment or assigning the rights of the Agent hereunder, as Assignor shall direct.13. Each Assignor and Agent intend that this Assignment shall be apresent, absolute and unconditional assignment, subject to the license granted above, andnot merely the passing of a security interest. During the term of this Assignment, neitherthe Equipment Agreements nor the Entitlements shall constitute property of any Assignor(or any estate of Assignor) within the meaning of 11 U.S.C. § 541 (as it may be amendedor recodified from time to time).14. This Assignment, the Collateral Agreements, the security interestsgranted thereunder and the exercise of rights, powers and remedies thereunder are subjectto all applicable provisions of the Nevada Gaming Control Act, as codified in Chapter463 of Nevada Revised Statutes, as amended from time to time, and the regulations of theNevada Gaming Commission promulgated thereunder, as amended from time to time,and shall be limited to the extent necessary to not render such documents invalid orunenforceable, in whole or in part.15. This Assignment applies to, binds and inures to the benefit of, theparties hereto and their respective heirs, administrators, executors, successors andassigns. This Assignment may not be modified or terminated orally.16. All of the rights and remedies of Agent hereunder are cumulativeand not exclusive of any other right or remedy which may be provided for hereunder orunder any other Collateral Agreements. Nothing contained in this Assignment and no actdone or omitted by Agent, or any Holder, pursuant to its terms shall be deemed a waiverby Agent, or any Holder, of any rights or remedies under the Collateral Agreements, andthis Assignment is made and accepted without prejudice to any rights or remediespossessed by Agent, or any Holder, under the terms of the Collateral Agreements. Theright of the Agent and the Holders to collect the secured principal, interest, and otherIndebtedness, and to enforce any security may be exercised by Agent prior to,simultaneous with, or subsequent to any action taken under this Assignment.17. Upon the occurrence of an Event of Default, each Assignor shallbe deemed to have appointed and does hereby appoint Agent the attorney-in-fact of anAssignor to prepare, sign, file and/or record such documents or instruments, or take such391013.04-Los Angelo Server 2A - WSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 8 of 46other actions, as may be reasonably necessary to perfect and preserve, against thirdparties, the interest in the Equipment Agreements, the Leases, the Entitlements and Rentsand Revenues which is granted to Agent hereunder.18. This Assignment shall be governed by the internal laws of theState of New York, without regard to principles of conflict of law.19. This Assignment may be executed in any number of separatecounterparts with the same effect as if the signatures hereto and hereby were upon thesame instrument. All such counterparts shall together constitute one and the samedocument.[The remainder of this page has been intentionally left blank]391013.04-Los Angeles Server 2A - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 9 of 46IN WITNESS WHEREOF, the parties have executed the foregoinginstrument as of the day and year first above written.ASSIGNOR:155 EAST TROPICANA, La Nevada limited-liabilityPanYBy.erIts: Executive OfficerASSIGNOR:EASTERN & WESTERN HOTEL CORPORATION,a Nevada corporationBy:Mk J. HesslmgIts: Executive Vice President and Assis t SecretaryAGENT:THE BANK OF NEW YORK TRUST COMPANY, N.A.,a national banking association,as collateral agentBy:Name:Its:

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 10 of 46IN WITNESS WHEREOF, the parties have executed the foregoinginstrument as of the day and year first above written.ASSIGNOR:155 EAST TROPICANA, LLC,a Nevada limited-liability companyBy:Neil G. KeiferIts: Chief Executive OfficerASSIGNOR:EASTERN & WESTERN HOTEL CORPORATION,a Nevada corporationBy:Michael J. HesslingIts: Executive Vice President and Assistant SecretaryAGENT:THE BANK OF NEW Ya national banking associas collateral agentUST COMPANY, NA.,By:Name:Its:WeE MR*

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 11 of 46155 EAST TROPICANA, LLC.NOT • " Y PUBLICMy

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 12 of 46STATE OF NEVADA )) ss.COUNTY OF CLARKACKNOWLEDGMENTThis , instrument was acknowledged before me on March 26 , 2005 byMichael J. Hessling as Executive Vice President and Assistant ofSecretaryEASTERN & WESTERN HOTEL CORPORATION.My commission expires:tip,ttn

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 13 of 46STATE OF CALIFORNIA ))Ss.COUNTY OF LOS ANGELES )ACKNOWLEDGMENTOn 3 12-4 ( 2-ccfs- , before me, a)0 .4....0 t Rift(DateName and Title of Officer (e.g., Jane Doe, Notary Public)personally appearedSA2,2-A-10-0Name(a) of Signer(a)q personally known to me9-1Croved to me on the basis of satisfactoryevidenceto be the person whose name is subscribed to thewithin instrument and acknowledged that heexecuted the same in his authorized capacity, andthat by his signature on the instrument, the person,or the entity on b half of which the person acted,executed the instrument.WITNESS my hand and official seal.(SEAL)Signature of Notary PublicDONA L BERGSTROMGOMM. 01408462NO TARYPUBLIC • CALIFORNIA 0LOS WEIS alum 0MY COMM. WIRES MARCH 21, 2007

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 14 of 46EXHIBIT "A"THE LANDLEGAL DESCRIPTIONAll that certain real property situated in the County of Clark, State of Nevada, described asfollows:PARCEL I:That portion of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, Township 21 South, Range 51 East,M.D.M., described as follows:COMMENCING at the North Quarter (N 1/4) corner of said Section 28;THENCE South 89'50'14" west, along the North line of the Northwest Quarter (NW 1/4) of saidSection 28, a distance of 1,318.16 feet to a point;THENCE South 02'54'50" East, a distance of 101.41 feet to a point on the South right of wayline of Tropicana Avenue (100 feet wide) said point also being the Northwest (NW)corner of Tropicana Park, as shown by map thereof on file in Book 8 of Plats,Page 37 and reverted to acreage by map thereon on file in Book 15 of Plats,Page 11, Clark County Records said point being the TRUE POINT OF BEGINNING;THENCE North 87'11'36" East, along said South right of way line, a distance of452.59 feet to a point of tangency of a curve concave to the Southwest andhaving a radius of 15.00 feet;THENCE along said curve through a central angle of 89'50'04" an arc length of 23.52 feet to apoint on the Westerly right of way line of Scott Street, as shown on said plats;THENCE South 02'58'20" East, along said right of way line, a distance of 631.04 feet to a pointon the centerline of Mona Avenue, as shown on the aforementioned plat of Tropicana Park;THENCE South 87'01'40" West, along said centerline, and the Westerlyextension thereof, a distance of 468.21 feet to a point on the West line ofsaid Tropicana Park;THENCE North 02'54'50" West, along said line to the TRUEPOINT OF BEGINNING.EXCEPTING THEREFROM that portion of said land conveyed to the State of Nevadaby deed recorded June 23, 1999 in Book 990623, Doc/Inst. No. 02544, OfficialRecords, Clark County, Nevada.PARCEL II:(Hotel San Remo Convention Center)The Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 21 South, Range61 East, M.D.M.391013.04-Los Angela Server 2A - MSW12

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 15 of 46EXCEPT the portion thereof conveyed to. the State of Nevada by Deed recorded May29, 1959 as Document No. 162200 of Official Records, Clark County, NevadaRecords.FURTHER EXCEPTING the interest in the South 30 feet and the West 20 feetconveyed to Clark County for roads, utilities and other public and incidentalpurposes by Deed recorded September 13, 1971 as Document No. 128706.FURTHER EXCEPTING that portion of said land conveyed to Ben Hur Hotel, Inc.described as follows:COMMENCING at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of said Section 28;THENCE North 88'43'17" West along the South line thereof a distance of 658.98 feet to theSouthwest (SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, said point being the TRUE POINT OFBEGINNING;THENCE continuing North 88'43'17" West a distance of 148.90 feet to theSoutheast (SE) corner of the Tropicana Park Subdivision as shown in Book 8 ofPlats, Page 37, Clark County Records, Nevada; thence North 00'26'17" West alongthe East line of said Tropicana Park a distance of 571.77 feet;THENCE North 89'38'50" East a distance of 149.91 feet to a point in the West line of theEast Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28;THENCE South 00'19'51" East a distance of 576.01 feetto the TRUE POINT OF BEGINNING.FURTHER EXCEPTING that certain spandrel area conveyed to Clark County for roadpurposes by Deed recorded May 4, 1987 as Document No. 870504/00953 andre-recorded May 20, 1987 as Document No. 870520/00620 of Official Records.391013.04-Los Angeles Server 2A - MSW13

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 16 of 46EXHIBIT "B"THE LEASED LANDLEGAL DESCRIPTIONAll that certain real property situated in the County of Clark, State of Nevada, described asfollows:PARCEL I:That portion of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, Township 21 South, Range 51 East,M.D.M., described as follows:COMMENCING at the North Quarter (N 1/4) corner of said Section 28;THENCE South 89'50'14" west, along the North line of the Northwest Quarter (NW 1/4) of saidSection 28, a distance of 1,318.16 feet to a point;THENCE South 02'54'50" East, a distance of 101.41 feet to a point on the South right of wayline of Tropicana Avenue (100 feet wide) said point also being the Northwest (NW)corner of Tropicana Park, as shown by map thereof on file in Book 8 of Plats,Page 37 and reverted to acreage by map thereon on file in Book 15 of Plats,Page 11, Clark County Records said point being the TRUE POINT OF BEGINNING;THENCE North 87'11'36" East, along said South right of way line, a distance of452.59 feet to a point of tangency of a curve concave to the Southwest andhaving a radius of 15.00 feet;THENCE along said curve through a central angle of 89'50'04" an arc length of 23.52 feet to apoint on the Westerly right of way line of Scott Street, as shown on said plats;THENCE South 02'58'20" East, along said right of way line, a distance of 631.04 feet to a pointon the centerline of Mona Avenue, as shown on the aforementioned plat of Tropicana Park;THENCE South 87'01'40" West, along said centerline, and the Westerlyextension thereof, a distance of 468.21 feet to a point on the West line ofsaid Tropicana Park;THENCE North 02'54'50" West, along said line to the TRUEPOINT OF BEGINNING.EXCEPTING THEREFROM that portion of said land conveyed to the State of Nevadaby deed recorded June 23, 1999 in Book 990623, Doc/Inst. No. 02544, OfficialRecords, Clark County, Nevada.PARCEL II:(Hotel San Remo Convention Center)The Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW 1/4) of Section 28, Township 21 South, Range391013.04-Los Angeles Server 2A - MSW14

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 17 of 4661 East, M.D.M.EXCEPT the portion thereof conveyed to the State of Nevada by Deed recorded May29, 1959 as Document No. 162200 of Official Records, Clark County, NevadaRecords.FURTHER EXCEPTING the interest in the South 30 feet and the West 20 feetconveyed to Clark County for roads, utilities and other public and incidentalpurposes by Deed recorded September 13, 1971 as Document No. 128706.FURTHER EXCEPTING that portion of said land conveyed to Ben Hur Hotel, Inc.described as follows:COMMENCING at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) ofthe Northwest Quarter (NW 1/4) of said Section 28;THENCE North 88'43'17" West along the South line thereof a distance of 658.98 feet to theSouthwest (SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) of theNorthwest Quarter (NW 1/4) of Section 28, said point being the TRUE POINT OFBEGINNING;THENCE continuing North 88'43'17" West a distance of 148.90 feet to theSoutheast (SE) corner of the Tropicana Park Subdivision as shown in Book 8 ofPlats, Page 37, Clark County Records, Nevada; thence North 00'26'17" West alongthe East line of said Tropicana Park a distance of 571.77 feet;THENCE North 89'38'50" East a distance of 149.91 feet to a point in the West line of theEast Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28;THENCE South 00'19'51" East a distance of 576.01 feetto the TRUE POINT OF BEGINNING.FURTHER EXCEPTING that certain spandrel area conveyed to Clark County for roadpurposes by Deed recorded May 4, 1987 as Document No. 870504/00953 andre-recorded May 20, 1987 as Document No. 870520/00620 of Official Records.391013.04-Los Angeles Saver 2A - MSW15

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 18 of 46EXHIBIT 19

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 19 of 46TRADEMARK SECURITY AGREEMENTThis TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is made this29th day of March, 2005, among Grantors listed on the signature pages hereof (collectively, jointly andseverally, "Grantors" and each individually "Grantor"), and THE BANK OF NEW YORK TRUSTCOMPANY, N.A., in its capacity as Collateral Agent (together with its successors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Senior Secured Note Indenture, dated as of the date hereof(as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by andamong 155 East Tropicana, LLC, a Nevada limited-liability company ("155 East Tropicana") and 155East Tropicana Finance Corp., a Nevada corporation ("155 East Tropicana Finance", and together with155 East Tropicana, the "Grantors") and The Bank of New York Trust Company, N.A., as trustee (in suchcapacity, the "Trustee") and Collateral Agent;WHEREAS, the Grantors shall have executed and delivered to Agent, for the benefit of the Agent, theTrustee and the Holders, that certain Security Agreement dated of even date herewith (including all annexes,exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the"Security Agreement");WHEREAS, in order to induce the Trustee to enter into the Indenture and the other IndentureDocuments (as hereinafter defined), Grantors have agreed to grant a continuing security interest in and to theTrademark Collateral (as hereinafter defined) in order to secure the due and punctual, prompt and completepayment, observance and performance of, among other things, (a) the Obligations of Grantors arising from thisAgreement, (b) all present and future liabilities and Obligations (including, without limitation, GuaranteeObligations) of each of the Grantors of every type or description, arising under or in connection with theNotes, the Guarantees and the other Indenture Documents, whether for principal of or premium, if any, orInterest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or other amounts (includingattorneys' fees and expenses), and (c) all other Obligations of Grantors arising from the Indenture and the otherIndenture Documents, plus reasonable attorneys fees and expenses if the obligations represented thereunder arecollected by law, through an attorney-at-law, or under advice therefrom (clauses (a), (b), and (c) beinghereinafter referred to as the "Secured Obligations"), by the granting of the security interests contemplated bythis Agreement, andNOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, eachGrantor hereby agrees as follows:1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have themeanings given to them in the Security Agreement.2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantorhereby grants to Agent, for the benefit Agent, the Trustee and the Holders, a continuing first priority securityinterest in all of such Grantor's right, title and interest in, to and under the following, whether presentlyexisting or hereafter created or acquired (collectively, the "Trademark Collateral"):hereto;(a)(b)all of its Trademarks to which it is a party including those referred to on Schedule Iall reissues, continuations or extensions of the foregoing;

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 20 of 46(c) all goodwill of the business connected with the use of, and symbolized by, eachTrademark and each Trademark Intellectual Property License; and(d) all products and proceeds of the foregoing, including, without limitation, any claimby such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark orany Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated withany Trademark or any Trademark licensed under any Intellectual Property License.3. SECURITY AGREEMENT. The security interests granted pursuant to this TrademarkSecurity Agreement are granted in conjunction with the security interests granted to Agent, for the benefitAgent, the Trustee and the Holders, pursuant to the Security Agreement. Each Grantor hereby acknowledgesand affirms that the rights and remedies of Agent with respect to the security interest in the TrademarkCollateral made and granted hereby are more fully set forth in the Security Agreement, the terms andprovisions of which are incorporated by reference herein as if fully set forth herein.4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any newtrademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantorsshall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extensionof any trademark registration. Without limiting Grantors' obligations under this Section 4, Grantors herebyauthorize Agent unilaterally to modify this Agreement by amending Schedule Ito include any such newtrademark rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Trademark SecurityAgreement or amend Schedule I shall in any way affect, invalidate or detract from Agent's continuing securityinterest in all Collateral, whether or not listed on Schedule I.5. COUNTERPARTS. This Trademark Security Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, but all such separate counterparts shall togetherconstitute but one and the same instrument. In proving this Trademark Security Agreement or any other LoanDocument in any judicial proceedings, it shall not be necessary to produce or account for more than one suchcounterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a partyby facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.[signature page follows]

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 21 of 46IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to beexecuted and delivered by its duly authorized officer as of the date first set forth above.Grantors:155 East Tropicana, LLCBy:Name: il G. KieferTitle: Chief Executive Officer155 East Tropicana Finance orp.By:e: l eil G. KieferTitle: PresidentCollateral Agent:The Bank of New York Trust Company, N.A.By:Name:Title:TRADEMARK SECURITY AGREEMENT368504

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 22 of 46ENT WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to beexecuted and delivered by its duly authorized officer as of the date first set forth above.Grantors:155 East Tropicana, LLCBy:Name:Title:155 East Tropicana Finance Corp.By:Name:Title:Collateral Agent:The Bank of New Yo rust Company, N.A.By:e:Title: vie.4--TRADEMARK SECURITY AGREEMENT368504

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 23 of 46SCHEDULE ItoTrademark Security AgreementTrademark Registrations/ApplicationsOffice:Parent has filed the following Intent-To-Use Applications with the United States TrademarkMarkClass Serial NumberNippers 43 78/549,527Restaurant, bar andcocktail loungeservicesThe Bait Shop 43 78/569,441Restaurant, bar andcocktail loungeservicesThe Bait Shop 35 78/569,446Retail store servicesOwl's Nest 43 78/569,436Restaurant, bar andcocktail loungeservicesTrade NamesHotel San Remo Casino and ResortHooters Casino Hotel (upon re-opening after renovations and re-branding)Common Law Trademarks and Internet Domain Namesin use:The following domain names have been reserved by 155 East Tropicana, LLC and are currently• www.hooterscasinohotel.com• www.hootershotelcasino.com• www.hooterslasvegas.com• www.hooterslv.comThe following domain names have been reserved by 155 East Tropicana, LLC and are notcurrently in use, but such reservations will expire on August 2, 2005, unless otherwise indicated:• www.hooterscasinolasvegas.com• www.hooterscasinolv.com• www.hootershotelcasinolasvegas.com• www.hootershotelcasinolv.com• www.hootershotellasvegas.comSCHEDULES TO TRADEMARK SECURITY AGREEMENT

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 24 of 46None.• www.hootershotellv.com• www.hooterslasvegascasino.com• www.hootersresortcasino.com• www.lasvegashooters.com• www.lasvegashooterscasino.com• www.lasvegashootershotel.com• www.playhooters.com• www.vegashooters.com• www.hootersresort.com (September 17, 2005)Trademarks Not Currently in UseTrademark LicensesHooters. 155 East Tropicana, LLC has entered into an assignment agreement with Florida Hooters, LLCwhich grants 155 East Tropicana, LLC the right to use certain intellectual property in connection with theoperation of a Hooters Casino Hotel. The intellectual property covered by this agreement is described asfollows:• Hooters Trademark. 155 East Tropicana, LLC has an exclusive license to use the Hootersbrand in connection with gaming, casino or combined hotel, gaming and casino operationssolely at the property located at 155 East Tropicana Avenue, Las Vegas, Nevada.• Hooters Restaurant Concept. Pursuant to a consent from Las Vegas Wings, Inc., 155 EastTropicana, LLC has the right to use the Hooters restaurant concept at the hotel casino locatedat 155 East Tropicana Avenue, Las Vegas, Nevada. The consent permits worldwidepromotion, marketing and advertising of the hotel casino (located at 155 East TropicanaAvenue, Las Vegas, Nevada) and its services.Marino's. 155 East Tropicana, LLC has an exclusive license to use certain intellectual property tooperate and promote restaurants, taverns, lounges and bars using the marks "Dan Marino's Fine Food &Spirits" and "Martini Bar," which is operated in conjunction with Dan Marino's Fine Food & Spirits, atthe hotel casino (located at 155 East Tropicana Avenue, Las Vegas, Nevada).Pete & Shorty's. Pete & Shorty's, Inc has granted to 155 East Tropicana, LLC a nonexclusive, royaltyfreelicense to use the Pete & Shorty's mark in connection with a restaurant, bar and lounge at the HootersCasino Hotel (to be located at 155 East Tropicana Avenue, Las Vegas, Nevada). Pursuant to the licenseagreement, 155 East Tropicana, LLC can also use the mark in connection with affiliated merchandise,entertainment and casino services. However, Pete & Shorty's, Inc. has maintained the right to obtainfederal and/or state registrations for any and all additional services, other than restaurant, bar and cocktaillounge services, which will be provided at the Hooters Casino Hotel (to be located at 155 East TropicanaAvenue, Las Vegas, Nevada).SCHEDULES TO TRADEMARK SECURITY AGREEMENT

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 25 of 46CONTROL AGREEMENTThis Collateral Account Control Agreement (this "Control Agreement") dated as ofMarch 29, 2005 among 155 East Tropicana, LLC (the "Grantor"), The Bank of New York TrustCompany, NA. as Trustee for the benefit of the Holders, in such capacity, (the "Secured Party")and The Bank of New York Trust Company, N.A. in its capacity as both a "securitiesintermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102of the UCC (in such capacities , the "Financial Institution"). Capitalized terms used but notdefined herein shall have the meaning assigned in the Senior Secured Note Security Agreement,dated as of March 29, 2005, between the Grantor and the Secured Party (the "SecurityAgreement"). All references herein to the "UCC" shall mean the Uniform Commercial Code asin effect in the State of New York.Section 1. Establishment of Collateral Account. The Financial Institutionhereby confirms and agrees that:(a)the following account:Description of Account. The Financial Institution has established"[155 East Tropicana, LLC – Renovation Disbursement Account]"with account number 171098.The account is referred to herein as a "Collateral Account".(b) Account Modifications. Neither the Financial Institution nor theGrantor shall change the name or account number of the Collateral Account without the priorwritten consent of the Secured Party;(c) Type of Account. The Collateral Account is, and will bemaintained as, either (i) a "securities account" (as defined in Section 8-501 of the UCC) or (ii) a"deposit account" as defined in Section 9-102(a)(29) of the UCC).(d) Securities Account Provisions. If and to the extent the CollateralAccount is a securities account (within the meaning of Section 8-501 of the UCC):(i) all securities, financial assets or other propertycredited to the Collateral Account shall be registered in the name of the FinancialInstitution, indorsed to the Financial Institution or in blank or credited to anothersecurities account maintained in the name of the Financial Institution. In no casewill any financial asset credited to the Collateral Account be registered in thename of the Grantor, payable to the order of the Grantor or specially indorsed tothe Grantor unless the foregoing have been specially indorsed to the FinancialInstitution or in blank;(ii)all financial assets delivered to the Financial

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 26 of 46Institution pursuant to the Security Agreement will be promptly credited to theCollateral Account; and(iii) the Financial Institution hereby agrees that each itemof property (whether investment property, financial asset, security, instrument orcash) credited to the Collateral Account shall be treated as a "financial asset"within the meaning of Section 8-102(a)(9) of the UCC.Section 2. Secured Party Control.(a) Control for Purposes of UCC. The Financial Institution agreesthat if at any time it shall receive any order from the Secured Party (i) directing disposition offunds in the Collateral Account or (ii) directing transfer or redemption of the financial assetsrelating to the Collateral Account (such order, the "Secured Party Order"), the FinancialInstitution shall comply with such entitlement order or instruction without further consent by theGrantor or any other person; and(b) ConflictingOrders or Instructions. Notwithstanding anything tothe contrary contained herein, if at any time the Financial Institution shall receive conflictingorders or instructions from the Secured Party and the Grantor, the Financial Institution shallfollow the orders or instructions of the Secured Party and not the Grantor; provided, further, thatthe Financial Institution shall specifically follow the instructions of the Secured Party (identifiedas the "Disbursement Agent" in the Cash Collateral and Disbursement Agreement, dated as ofMarch 29, 2005, by and among the Secured Party, the Grantor and 155 East Tropicana FinanceCorp. (the "Cash Collateral Agreement")) pursuant to the terms of the Cash CollateralAgreement.Section 3. Waiver of Financial Institution's Lien; Waiver of Set-Off.(a) Security Interest. In the event that the Financial Institution has, orsubsequently obtains, by agreement, by operation of law or otherwise a security interest in theCollateral Account (or any portion thereof), the Financial Institution hereby releases andterminates such security interest.(b) Set-off and Recoupment. The financial assets, money and otheritems credited to the Collateral Account will not be subject to deduction, set-off, recoupment,banker's lien, or any other right in favor of any person other than the Secured Party; provided,however, the Financial Institution may set off (i) all amounts due to the Financial Institution inrespect of customary fees and expenses for the routine maintenance and operation of theCollateral Account and (ii) the face amount of any checks which have been credited to theCollateral Account but are subsequently returned unpaid because of uncollected or insufficientfunds).Section 4. Governing Law.3685512

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 27 of 46(a) Location of Financial Institution. Regardless of any provision inany other agreement, for purposes of the UCC, New York shall be the location of the bank forpurposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary forpurposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.(b) Law Governing This Control Agreement. This ControlAgreement shall be governed by the laws of the State of New York.(c) Law Governing Collateral Account. The Collateral Account shallbe governed by the laws of the State of New York.Section 5. Possible Conflict with Other Agreements.(a) Conflict With Other Agreement. In the event of any conflictbetween this Control Agreement (or any portion thereof) and any other agreement now existingor hereafter entered into, the terms of this Control Agreement shall prevail.(b) Amendment. No amendment or modification of this ControlAgreement or waiver of any right hereunder shall be binding on any party hereto unless it is inwriting and is signed by all of the parties hereto.(c) Existence of Other Agreements. The Financial Institution herebyconfirms and agrees that (other than the Cash Collateral Agreement):(i) There are no other agreements entered into betweenthe Financial Institution and the Grantor with respect to the Collateral Account[except for [identify other agreements];(ii) The Financial Institution has not entered into, anduntil the termination of this Control Agreement will not enter into, any Agreementwith any other person relating the Collateral Account pursuant to which it hasagreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of theUCC) or instructions (within the meaning of Section 9-104 of the UCC) of suchother person; and(iii) The Financial Institution has not entered into, anduntil the termination of this Control Agreement will not enter into, any Agreementpurporting to limit or condition the obligation of the Financial Institution tocomply with entitlement orders or instructions.Section 6. Adverse Claims.(a) Adverse Claim. Except for the claims and interests of the SecuredParty and the Grantor, the Financial Institution does not, to its knowledge without independentinvestigation, know of any lien on, or claim to, or interest in, the Collateral Account or in any"financial asset" (as defined in Section 8-102(a) of the UCC), cash or funds credited thereto.3685513

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 28 of 46(b) Notice. If any person asserts any lien, encumbrance or adverseclaim (including any writ, garnishment, judgment, warrant of attachment, execution or similarprocess) against the Collateral Account (or in any financial asset, cash or funds carried therein),the Financial Institution will promptly notify the Secured Party.Section 7. Grantor Management Rights.(a) Timing. In addition to, and not in lieu of, the obligation of theFinancial Institution to honor a Secured Party Order as set forth in Section 2 hereof, the SecuredParty agrees that the Grantor may exercise the management rights described below in thisSection with respect to the Collateral Account until such time as the earlier of the time: theFinancial Institution receives either (i) a Notice of Termination of Grantor Management Rightspursuant to subsection (b) below or (ii) a Secured Party Order pursuant to Section 2 hereof;provided, however, that the Grantor shall not take any actions in violation of the terms of theCash Collateral Agreement.(b) Notice of Termination of Grantor Management Rights. TheSecured Party may at any time deliver a notice to the Financial Institution in substantially theform set forth in the Exhibit A (the "Notice of Termination of Grantor Management Rights") andsubsequent to receipt of such Notice of Termination of Grantor Management Rights, theFinancial Institution will honor instructions and orders of only the Secured Party (including anySecured Party Order pursuant to Section 2 hereof) and shall no longer honor any instructions ororders of the Grantor as set forth below.(c) Withdrawal Requests. The Grantor may request withdrawal of, ortransfer of, funds or property from the Collateral Account (each request, a "WithdrawalRequest"), and the Financial Institution shall honor any Withdrawal Request provided that theFinancial Institution has not received either (i) a Notice of Termination of Grantor ManagementRights pursuant to subsection (b) of this Section or (ii) a Secured Party Order pursuant to Section2.(d) Voting Rights. The Grantor may instruct the Financial Institutionwith respect to any voting rights with respect to any financial asset and the Financial Institutionshall honor such instructions of the Grantor with respect to the voting of any financial assetprovided that the Financial Institution has not received either (i) a Notice of Termination ofGrantor Management Rights pursuant to subsection (b) of this Section or (ii) a Secured PartyOrder pursuant to Section 2.(e) Investments by Grantor. The Grantor may direct the FinancialInstitution with respect to the selection of investments; provided that the Financial Institution hasnot received either (i) a Notice of Termination of Grantor Management Rights pursuant tosubsection (b) of this Section or (ii) a Secured Party Order pursuant to Section 2.Section 8. Maintenance of Account.3685514

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 29 of 46(a) Correspondence, Statements and Confirmations. The FinancialInstitution shall promptly send copies of all statements, confirmations and other correspondenceconcerning the Collateral Account and, if applicable, any financial assets credited thereto,simultaneously to the Grantor and the Secured Party at the address for each set forth in Section12 of this Control Agreement.(b) Tax Reporting. All items of income, gain, expense and loss, if any,recognized in the Collateral Account and all interest, if any, relating to the Collateral Account,shall be reported to the Internal Revenue Service and all state and local taxing authorities underthe name and taxpayer identification number of the Grantor.Section 9. Representations of the Financial Institution. The FinancialInstitution hereby represents:(a) This Control Agreement is the valid and legally binding obligationof the Financial Institution; and(b) The Collateral Account has each been established as set forth inSection 1 hereof and the Collateral Account will be maintained in the manner set forth hereinuntil termination of this Control Agreement.Section 10. Indemnification of Financial Institution.(a) Release. The Grantor and the Secured Party hereby agree that theFinancial Institution and the Secured Party are released from any and all liabilities to the Grantorand the Secured Party arising from the terms of this Control Agreement and the compliance ofthe Financial Institution with the terms hereof, except to the extent that such liabilities aredetermined to have been caused by the Financial Institution's own negligence.(b) Indemnification. The Grantor shall at all times indemnify and saveharmless the Financial Institution and the Secured Party from and against any and all claims,actions and suits of others arising out of the terms of this Control Agreement or the complianceof the Financial Institution with the terms hereof, except to the extent that such are determined tohave been caused by the Financial Institution's own negligence, and from and against any and allliabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature andcharacter arising by reason of the same, until the termination of this Control Agreement.Section 11. Successors; Assignment.(a) Successors. The terms of this Control Agreement shall be bindingupon, and shall be for the benefit of, the parties hereto and their respective corporate successorsor heirs and personal representatives who obtain such rights solely by operation of law.(b) Assignment by Secured Party. The Secured Party may assign itsrights hereunder only with the express written consent of the Financial Institution and by sendingprior written notice of such assignment to the Grantor.3685515

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 30 of 46(c)title or interest hereunder.Assignment by Grantor. The Grantor shall not assign any right,(d) Successor Account. The terms of this Control Agreement shall bebinding on and shall apply to any successor account to the Collateral Account.Section 12. Notices. Any notice, request or other communication required orpermitted to be given under this Control Agreement shall be in writing and deemed to have beenproperly given when delivered in person, or when sent by telecopy or other electronic means andelectronic confirmation of error free receipt is received or two days after being sent by certifiedor registered United States mail, return receipt requested, postage prepaid, addressed to the partyat the address set forth below.Grantor:155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109Attn: Michael HesslingSecured Party:The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationFinancial Institution:The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationAny party may change its address for notices in the manner set forth above.Section 13. Termination. The obligations of the Financial Institution to theSecured Party pursuant to this Control Agreement shall continue in effect until the securityinterests of the Secured Party in the Collateral Account have been terminated pursuant to theterms of the Security Agreement and the Secured Party has notified the Financial Institution ofsuch termination in writing. The Secured Party agrees to provide a Notice of Termination insubstantially the form of Exhibit B hereto to the Financial Institution upon the request of theGrantor on or after the termination of the Secured Party's security interest in the CollateralAccount pursuant to the terms of the Security Agreement. The termination of this ControlAgreement shall not terminate the Collateral Account or alter the obligations of the FinancialInstitution to the Grantor pursuant to other agreement with respect to the Collateral Account.Section 14. Counterparts. This Control Agreement may be executed in anynumber of counterparts, all of which shall constitute one and the same instrument, and any party6368551

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 31 of 46hereto may execute this Control Agreement by signing and delivering one or more counterparts.Section 15. Incorporation by Reference. In connection with its appointmentand acting hereunder, each of the Secured Party and Financial Institution are entitled to all rights,privileges, benefits, immunities and indemnities provided to the Secured Party under the SecurityAgreement.3685517

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 32 of 46GRANTOR:155 East Tropicana, LLCBy:Title:/470,1.: Qr1W/0",...1,"7404,SECURED PARTY:The Bank of New York Trust Company, NA.By:Name:Title:FINANCIAL INSTITUTION:The Bank of New York Trust Company, N.A.By:Name:Title:7368551

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 33 of 46GRANTOR:155 East Tropicana, LLCBy:Name:Title:SECURED PARTY:The Bank of Newft k Trust Company, N.A.By:SA-A0-7/410--4Title: thee,"--eSeBeldr"FINANCIAL INSTITU, ON:The Bank of New Y Trust Company, N.A.By:N e: SAAJbec?Title: Urc,c7),655 18,e4-r7368551

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 34 of 46Exhibit A[Letterhead of [The Bank of New York Trust Company, N.A.]]The Bank of New York Trust Company, NA.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationLadies and Gentlemen:[Date]Re: Notice of Termination of Grantor Management RightsReference is made to the Collateral Account Control Agreement, dated March 29, 2005,among 155 East Tropicana, LLC, you and the undersigned (a copy of which is attached) (the"Collateral Account Control Agreement"). You are hereby notified pursuant to Section 7 of theCollateral Account Control Agreement not to honor any further orders and/or instructions of theGrantor delivered pursuant to Section 7 of the Collateral Account Control Agreement withrespect to the Collateral Account unless otherwise ordered by a court of competent jurisdiction.You are hereby further instructed to accept instructions and orders from no other personexcept the undersigned unless otherwise ordered by a court of competent jurisdiction.Very truly yours,cc: 155 East Tropicana, LLCThe Bank of New York Trust Company, N.A.By:Name:Title:

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 35 of 46Exhibit B[Letterhead of (The Bank of New York Trust Company, N.A.JJ[Date]The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationRe: Termination of Collateral AccountControl AgreementYou are hereby notified that the Collateral Account Control Agreement among you, 155East Tropicana, LLC and the undersigned (a copy of which is attached) is terminated and youhave no further obligations to the undersigned pursuant to such agreement. Notwithstanding anyprevious instructions to you, you are hereby instructed to accept all future directions with respectto the Collateral Account identified in such agreement solely from the Grantor. This noticeterminates any obligations you may have to the undersigned with respect to the CollateralAccount; however nothing contained in this notice shall alter any obligations which you mayotherwise owe to the Grantor pursuant to any other agreement.Very truly yours,The Bank of New York Trust Company, N.A.cc: 155 East Tropicana, LLCBy:Name:Title:368551.02-Los Angeles Server IA - MSW

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 36 of 46CONTROL AGREEMENTThis Collateral Account Control Agreement (this "Control Agreement") dated as ofMarch 29, 2005 among 155 East Tropicana, LLC (the "Grantor"), The Bank of New York TrustCompany, N.A. as Trustee for the benefit of the Holders, in such capacity, (the "Secured Party")and The Bank of New York Trust Company, N.A. in its capacity as both a "securitiesintermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102of the UCC (in such capacities , the "Financial Institution"). Capitalized terms used but notdefined herein shall have the meaning assigned in the Senior Secured Note Security Agreement,dated as of March 29, 2005, between the Grantor and the Secured Party (the "SecurityAgreement"). All references herein to the "UCC" shall mean the Uniform Commercial Code asin effect in the State of New York.Section 1. Establishment of Collateral Account. The Financial Institutionhereby confirms and agrees that:(a)the following account:Description of Account. The Financial Institution has established"[155 East Tropicana, LLC – Interest Reserve Account]" withaccount number 171097.The account is referred to herein as a "Collateral Account".(b) Account Modifications. Neither the Financial Institution nor theGrantor shall change the name or account number of the Collateral Account without the priorwritten consent of the Secured Party;(c) Type of Account. The Collateral Account is, and will bemaintained as, either (i) a "securities account" (as defined in Section 8-501 of the UCC) or (ii) a"deposit account" as defined in Section 9-102(a)(29) of the UCC).(d) Securities Account Provisions. If and to the extent the CollateralAccount is a securities account (within the meaning of Section 8-501 of the UCC):(i) all securities, financial assets or other propertycredited to the Collateral Account shall be registered in the name of the FinancialInstitution, indorsed to the Financial Institution or in blank or credited to anothersecurities account maintained in the name of the Financial Institution. In no casewill any financial asset credited to the Collateral Account be registered in thename of the Grantor, payable to the order of the Grantor or specially indorsed tothe Grantor unless the foregoing have been specially indorsed to the FinancialInstitution or in blank;(ii)all financial assets delivered to the Financial

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 37 of 46Institution pursuant to the Security Agreement will be promptly credited to theCollateral Account; and(iii) the Financial Institution hereby agrees that each itemof property (whether investment property, financial asset, security, instrument orcash) credited to the Collateral Account shall be treated as a "financial asset"within the meaning of Section 8-102(a)(9) of the UCC.Section 2. Secured Party Control.(a) Control for Purposes of UCC. The Financial Institution agreesthat if at any time it shall receive any order from the Secured Party (i) directing disposition offunds in the Collateral Account or (ii) directing transfer or redemption of the financial assetsrelating to the Collateral Account (such order, the "Secured Party Order"), the FinancialInstitution shall comply with such entitlement order or instruction without further consent by theGrantor or any other person; and(b) Conflicting Orders or Instructions. Notwithstanding anything tothe contrary contained herein, if at any time the Financial Institution shall receive conflictingorders or instructions from the Secured Party and the Grantor, the Financial Institution shallfollow the orders or instructions of the Secured Party and not the Grantor; provided, further, thatthe Financial Institution shall specifically follow the instructions of the Secured Party (identifiedas the "Disbursement Agent" in the Cash Collateral and Disbursement Agreement, dated as ofMarch 29, 2005, by and among the Secured Party, the Grantor and 155 East Tropicana FinanceCorp. (the "Cash Collateral Agreement")) pursuant to the terms of the Cash CollateralAgreement.Section 3. Waiver of Financial Institution's Lien; Waiver of Set-Off.(a) Security Interest. In the event that the Financial Institution has, orsubsequently obtains, by agreement, by operation of law or otherwise a security interest in theCollateral Account (or any portion thereof), the Financial Institution hereby releases andterminates such security interest.(b) Set-off and Recoupment. The financial assets, money and otheritems credited to the Collateral Account will not be subject to deduction, set-off, recoupment,banker's lien, or any other right in favor of any person other than the Secured Party; provided,however, the Financial Institution may set off (i) all amounts due to the Financial Institution inrespect of customary fees and expenses for the routine maintenance and operation of theCollateral Account and (ii) the face amount of any checks which have been credited to theCollateral Account but are subsequently returned unpaid because of uncollected or insufficientfunds).Section 4. Governing Law.3685512

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 38 of 46(a) Location of Financial Institution. Regardless of any provision inany other agreement, for purposes of the UCC, New York shall be the location of the bank forpurposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary forpurposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.(b) Law Governing This Control Agreement. This ControlAgreement shall be governed by the laws of the State of New York.(c) Law Governing Collateral Account The Collateral Account shallbe governed by the laws of the State of New York.Section 5. Possible Conflict with Other Agreements.(a) Conflict With Other Agreement In the event of any conflictbetween this Control Agreement (or any portion thereof) and any other agreement now existingor hereafter entered into, the terms of this Control Agreement shall prevail.(b) Amendment. No amendment or modification of this ControlAgreement or waiver of any right hereunder shall be binding on any party hereto unless it is inwriting and is signed by all of the parties hereto.(c) Existence of Other Agreements. The Financial Institution herebyconfirms and agrees that (other than the Cash Collateral Agreement):(i) There are no other agreements entered into betweenthe Financial Institution and the Grantor with respect to the Collateral Account[except for [identify other agreements];(ii) The Financial Institution has not entered into, anduntil the termination of this Control Agreement will not enter into, any Agreementwith any other person relating the Collateral Account pursuant to which it hasagreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of theUCC) or instructions (within the meaning of Section 9-104 of the UCC) of suchother person; and(iii) The Financial Institution has not entered into, anduntil the termination of this Control Agreement will not enter into, any Agreementpurporting to limit or condition the obligation of the Financial Institution tocomply with entitlement orders or instructions.Section 6. Adverse Claims.(a) Adverse Claim. Except for the claims and interests of the SecuredParty and the Grantor, the Financial Institution does not, to its knowledge without independentinvestigation, know of any lien on, or claim to, or interest in, the Collateral Account or in any"financial asset" (as defined in Section 8-102(a) of the UCC), cash or funds credited thereto.3685513

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 39 of 46(b) Notice. If any person asserts any lien, encumbrance or adverseclaim (including any writ, garnishment, judgment, warrant of attachment, execution or similarprocess) against the Collateral Account (or in any financial asset, cash or funds carried therein),the Financial Institution will promptly notify the Secured Party.Section 7. Grantor Management Rights.(a) Timing. In addition to, and not in lieu of, the obligation of theFinancial Institution to honor a Secured Party Order as set forth in Section 2 hereof, the SecuredParty agrees that the Grantor may exercise the management rights described below in thisSection with respect to the Collateral Account until such time as the earlier of the time: theFinancial Institution receives either (i) a Notice of Termination of Grantor Management Rightspursuant to subsection (b) below or (ii) a Secured Party Order pursuant to Section 2 hereof;provided, however, that the Grantor shall not take any actions in violation of the terms of theCash Collateral Agreement.(b) Notice of Termination of Grantor Management Rights. TheSecured Party may at any time deliver a notice to the Financial Institution in substantially theform set forth in the Exhibit A (the "Notice of Termination of Grantor Management Rights") andsubsequent to receipt of such Notice of Termination of Grantor Management Rights, theFinancial Institution will honor instructions and orders of only the Secured Party (including anySecured Party Order pursuant to Section 2 hereof) and shall no longer honor any instructions ororders of the Grantor as set forth below.(c) Withdrawal Requests. The Grantor may request withdrawal of, ortransfer of, funds or property from the Collateral Account (each request, a "WithdrawalRequest"), and the Financial Institution shall honor any Withdrawal Request provided that theFinancial Institution has not received either (i) a Notice of Termination of Grantor ManagementRights pursuant to subsection (b) of this Section or (ii) a Secured Party Order pursuant to Section2.(d) Voting Rights. The Grantor may instruct the Financial Institutionwith respect to any voting rights with respect to any financial asset and the Financial Institutionshall honor such instructions of the Grantor with respect to the voting of any financial assetprovided that the Financial Institution has not received either (i) a Notice of Termination ofGrantor Management Rights pursuant to subsection (b) of this Section or (ii) a Secured PartyOrder pursuant to Section 2.(e) Investments by Grantor. The Grantor may direct the FinancialInstitution with respect to the selection of investments; provided that the Financial Institution hasnot received either (i) a Notice of Termination of Grantor Management Rights pursuant tosubsection (b) of this Section or (ii) a Secured Party Order pursuant to Section 2.Section 8. Maintenance of Account.3685514

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 40 of 46(a) Correspondence, Statements and Confirmations. The FinancialInstitution shall promptly send copies of all statements, confirmations and other correspondenceconcerning the Collateral Account and, if applicable, any financial assets credited thereto,simultaneously to the Grantor and the Secured Party at the address for each set forth in Section12 of this Control Agreement.(b) Tax Reporting. All items of income, gain, expense and loss, if any,recognized in the Collateral Account and all interest, if any, relating to the Collateral Account,shall be reported to the Internal Revenue Service and all state and local taxing authorities underthe name and taxpayer identification number of the Grantor.Section 9. Representations of the Financial Institution. The FinancialInstitution hereby represents:(a) This Control Agreement is the valid and legally binding obligationof the Financial Institution; and(b) The Collateral Account has each been established as set forth inSection 1 hereof and the Collateral Account will be maintained in the manner set forth hereinuntil termination of this Control Agreement.Section 10. Indemnification of Financial Institution.(a) Release. The Grantor and the Secured Party hereby agree that theFinancial Institution and the Secured Party are released from any and all liabilities to the Grantorand the Secured Party arising from the terms of this Control Agreement and the compliance ofthe Financial Institution with the terms hereof, except to the extent that such liabilities aredetermined to have been caused by the Financial Institution's own negligence.(b) Indemnification. The Grantor shall at all times indemnify and saveharmless the Financial Institution and the Secured Party from and against any and all claims,actions and suits of others arising out of the terms of this Control Agreement or the complianceof the Financial Institution with the terms hereof, except to the extent that such are determined tohave been caused by the Financial Institution's own negligence, and from and against any and allliabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature andcharacter arising by reason of the same, until the termination of this Control Agreement.Section 11. Successors; Assignment.(a) Successors. The terms of this Control Agreement shall be bindingupon, and shall be for the benefit of, the parties hereto and their respective corporate successorsor heirs and personal representatives who obtain such rights solely by operation of law.(b) Assignment by Secured Party. The Secured Party may assign itsrights hereunder only with the express written consent of the Financial Institution and by sendingprior written notice of such assignment to the Grantor.3685515

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 41 of 46(c)title or interest hereunder.Assignment by Grantor. The Grantor shall not assign any right,(d) Successor Account. The terms of this Control Agreement shall bebinding on and shall apply to any successor account to the Collateral Account.Section 12. Notices. Any notice, request or other communication required orpermitted to be given under this Control Agreement shall be in writing and deemed to have beenproperly given when delivered in person, or when sent by telecopy or other electronic means andelectronic confirmation of error free receipt is received or two days after being sent by certifiedor registered United States mail, return receipt requested, postage prepaid, addressed to the partyat the address set forth below.Grantor:155 East Tropicana, LLC115 East Tropicana AvenueLas Vegas, Nevada 89109Attn: Michael HesslingSecured Party:The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationFinancial Institution:The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationAny party may change its address for notices in the manner set forth above.Section 13. Termination. The obligations of the Financial Institution to theSecured Party pursuant to this Control Agreement shall continue in effect until the securityinterests of the Secured Party in the Collateral Account have been terminated pursuant to theterms of the Security Agreement and the Secured Party has notified the Financial Institution ofsuch termination in writing. The Secured Party agrees to provide a Notice of Termination insubstantially the form of Exhibit B hereto to the Financial Institution upon the request of theGrantor on or after the termination of the Secured Party's security interest in the CollateralAccount pursuant to the terms of the Security Agreement. The termination of this ControlAgreement shall not terminate the Collateral Account or alter the obligations of the FinancialInstitution to the Grantor pursuant to other agreement with respect to the Collateral Account.Section 14. Counterparts. This Control Agreement may be executed in anynumber of counterparts, all of which shall constitute one and the same instrument, and any party6368551

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 42 of 46hereto may execute this Control Agreement by signing and delivering one or more counterparts.Section 15. Incorporation by Reference. In connection with its appointmentand acting hereunder, each of the Secured Party and Financial Institution are entitled to all rights,privileges, benefits, immunities and indemnities provided to the Secured Party under the SecurityAgreement.3685517

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 43 of 46GRANTOR:155 East Tropicana, LLCBy:Name: /be '..":4?--4307"/Title: 7440.s.SECURED PARTY:The Bank of New York Trust Company, N.A.By:Name:Title:FINANCIAL INSTITUTION:The Bank of New York Trust Company, N.A.By:Name:Title:7368765

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 44 of 46GRANTOR:155 East Tropicana, LLCBy:Name:Title:SECURED PARThe Bank of N fork Trust Company, N.A.By:FINANCIAL INSTI J ON:The Bank of New rk Trust Company, N.A.B :ame: \yAit.SekTitle: 1>i ae AVesti6A-frame:S■1Title: Ut dr /WES(7368765

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 45 of 46Exhibit A[Letterhead of [The Bank of New York Trust Company, N.A.JJThe Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationLadies and Gentlemen:[Date]Re: Notice of Termination of Grantor Management RightsReference is made to the Collateral Account Control Agreement, dated March 29, 2005,among 155 East Tropicana, LLC, you and the undersigned (a copy of which is attached) (the"Collateral Account Control Agreement"). You are hereby notified pursuant to Section 7 of theCollateral Account Control Agreement not to honor any further orders and/or instructions of theGrantor delivered pursuant to Section 7 of the Collateral Account Control Agreement withrespect to the Collateral Account unless otherwise ordered by a court of competent jurisdiction.You are hereby further instructed to accept instructions and orders from no other personexcept the undersigned unless otherwise ordered by a court of competent jurisdiction.Very truly yours,cc: 155 East Tropicana, LLCThe Bank of New York Trust Company, N.A.By:Name:Title:

Case 11-22216-bam Doc 16-15 Entered 08/01/11 18:20:48 Page 46 of 46Exhibit B[Letterhead of [The Bank of New York Trust Company, N.A.)][Date]The Bank of New York Trust Company, N.A.700 South Flower Street, Suite 500Los Angeles, CA 90017Attention: Corporate Trust AdministrationRe: Termination of Collateral AccountControl AgreementYou are hereby notified that the Collateral Account Control Agreement among you, 155East Tropicana, LLC and the undersigned (a copy of which is attached) is terminated and youhave no further obligations to the undersigned pursuant to such agreement. Notwithstanding anyprevious instructions to you, you are hereby instructed to accept all future directions with respectto the Collateral Account identified in such agreement solely from the Grantor. This noticeterminates any obligations you may have to the undersigned with respect to the CollateralAccount; however nothing contained in this notice shall alter any obligations which you mayotherwise owe to the Grantor pursuant to any other agreement.Very truly yours,The Bank of New York Trust Company, N.A.cc: 155 East Tropicana, LLCBy:Name:Title:368765.02-Los Angeles Server IA - MSW

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 1 of 69EXHIBIT 20

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 2 of 69PARENT PLEDGE AGREEMENTThis PARENT PLEDGE AGREEMENT (this "Agreement") is made this 29th day of March,2005, among Florida Hooters LLC, a Nevada limited-liability company ("Florida Hooters"), and EWCommon LLC, a Nevada limited-liability company ("EW Common" and, together with Florida Hooters,the "Pledgors" and each individually "Pledgor"), and The Bank of New York Trust Company, N.A., in itscapacity as Collateral Agent (together with its successors, "Agent").WITNESSETH:WHEREAS, pursuant to that certain Senior Secured Note Indenture, dated as of the date hereof(as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by andamong 155 East Tropicana, LLC, a Nevada limited-liability company ("155 East Tropicana") and 155East Tropicana Finance Corp., a Nevada corporation ("155 East Tropicana Finance", and together with155 East Tropicana, the "Grantors") and The Bank of New York Trust Company, N.A., as trustee (in suchcapacity, the "Trustee") and Collateral Agent; andWHEREAS, Pledgors own the Investment Related Property (as hereinafter defined and listed onSchedule 1 attached hereto), andWHEREAS, in order to induce the Trustee to enter into the Indenture and the other IndentureDocuments (as hereinafter defined), Pledgors have agreed to grant a continuing security interest in and tothe Collateral (as hereinafter defined) in order to secure the due and punctual, prompt and completepayment, observance and performance of, among other things, (a) the Obligations of Pledgors arisingfrom this Agreement, (b) all present and future liabilities and Obligations (including, without limitation,Guarantee Obligations) of each of the Grantors of every type or description, arising under or inconnection with the Notes, the Guarantees and the other Indenture Documents, whether for principal of orpremium, if any, or Interest (or Liquidated Damages, if any) on the Notes, expenses, indemnities or otheramounts (including attorneys' fees and expenses), and (c) all other Obligations of Grantors arising fromthe Indenture and the other Indenture Documents, plus reasonable attorneys fees and expenses if theobligations represented thereunder are collected by law, through an attorney-at-law, or under advicetherefrom (clauses (a), (b), and (c) being hereinafter referred to as the "Secured Obligations"), by thegranting of the security interests contemplated by this Agreement, andNOW, THEREFORE, for and in consideration of the recitals made above and other good andvaluable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, theparties hereto agree as follows:1. Defined Terms. All capitalized terms used herein (including, without limitation, in thepreamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture.In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the followingterms shall have the following meanings:(a) "Books" has the meaning specified therefor in Section 2 hereof.(b) "Closing Date" means March 29, 2005.

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 3 of 69(c) "Collateral" has the meaning specified therefor in Section 2 hereof.(d) "Equity Interests" has the meaning specified therefor in the Indenture.(e) "Event of Default" has the meaning specified therefor in the Indenture.(f) "Gaming Authorities" has the meaning specified therefor in the Indenture.(g) "Gaming Laws" means all applicable federal, state and local laws, rules andregulations pursuant to which the Nevada Gaming Authorities possess regulatory, licensing or permitauthority over the ownership or operation of gaming facilities within the State of Nevada, including, theNevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, as amendedfrom time to time, and the regulations of the NGC promulgated thereunder.(h) "Governing Documents" means, with respect to any Person, the certificate or articlesof incorporation, by-laws, certificate of formation or operating agreement, or other organizationaldocuments of such Person.(i) "Governmental Authority" means any governmental, administrative or regulatoryagency, authority, department, commission, board, bureau or instrumentality of the United States, anystate of the United States, or any political subdivision thereof, including, without limitation, any GamingAuthority, or any court, arbitrator or quasi-judicial authority.(j) "Holder" has the meaning specified therefor in the Indenture.(k) "Indenture Documents" means any of the Indenture, the Notes, the Guarantees, theCollateral Agreements, the Registration Rights Agreement and any other agreement, document orinstrument entered into or issued in connection with any of the foregoing.(1) "Intercreditor Agreement" means the Intercreditor Agreement, dated as of the datehereof, by and among the Trustee and Agent and Wells Fargo Foothill.(m) "Investment Related Property" means (i) investment property (as that term is definedin the UCC) in the Pledged Companies, and (ii) all of the following regardless of whether classified asinvestment property under the UCC: all Pledged Interests, Pledged Operating Agreements, and PledgedPartnership Agreements.(n) "Nevada Gaming Authorities" means the NGC, the NGCB and applicable county,city and municipal authorities within the State of Nevada possessing regulatory, licensing or permitauthority over the ownership or operation of gaming activities in the State of Nevada (or any such county,city or municipality therein).(o) "NGC" means the Nevada Gaming Commission.(p) "NGCB" means the Nevada State Gaming Control Board.(q) "Obligations" has the meaning specified therefor in the Indenture.(r) "Permitted Liens" means the Wells Fargo Liens.2

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 4 of 69(s) "Permitted Reorganization Transactions" means (a) the merger of one Grantor withand into another Grantor, (b) the dissolution and transfer of assets or properties by a Grantor to anotherGrantor, (c) the merger of one Guarantor with and into another Guarantor or into a Grantor, (d) thedissolution and transfer of assets or properties by a Guarantor to another Guarantor or a Grantor, or (e) theformation of a holding company ("Holdco") that owns the Equity Interests of the Grantors so long as (i)the Equity Interests of Holdco is owned by the same Persons who own the Issuers as of the Closing Date,(ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Equity Interests ofHoldco owned directly or indirectly by the Pledgors is pledged to the Agent on terms and conditionssatisfactory to Agent and Agent has a perfected Lien on the Equity Interests of Holdco subject only to thePermitted Liens, (iv) Holdco executes a joinder to the Security Agreement, (v) Holdco owns, directly orindirectly, all of the Equity Interests of Borrowers, (vi) Agent has a perfected Lien on the Equity Interestsowned by Holdco, (vii) Agent receives opinions of Holdco's and Grantors' counsel in form and substancesatisfactory to Agent, and (vii) Holdco, Pledgors and Borrowers shall have received all approvals or otherconsents by any Governmental Authority in connection with the transfer of the Equity Interests to Holdcoand the pledge of such Equity Interests to Agent.(t) "Person" has the meaning specified therefor in the Indenture.(u) "Pledged Companies" means, each Person listed on Schedule 1 hereto as a "PledgedCompany", together with each other Person, all or a portion of whose Equity Interests, is acquired orotherwise owned by a Pledgor after the Closing Date.(v) "Pledged Interests" means all of each Pledgor's right, title and interest in and to all ofthe Equity Interests now or hereafter owned by such Pledgor, regardless of class or designation, including,without limitation, in each of the Pledged Companies, and all substitutions therefor and replacementsthereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificatesrepresenting the Equity Interests, the right to request after the occurrence and during the continuation ofan Event of Default that such Equity Interests be registered in the name of Agent or any of its nominees,the right to receive any certificates representing any of the Equity Interests and the right to require thatsuch certificates be delivered to Agent together with undated powers or assignments of investmentsecurities with respect thereto, duly endorsed in blank by such Pledgor, all warrants, options, shareappreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends,distributions of income, profits, surplus, or other compensation by way of income or liquidatingdistributions, in cash or in kind, and cash, instruments, and other property from time to time received,receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or inexchange for any or all of the foregoing.(w)"Pledged Interests Addendum" means a Pledged Interests Addendum substantially inthe form of Exhibit A to this Agreement.(x) "Pledged Operating Agreements" means all of each Pledgor's rights, powers, andremedies under the limited-liability company operating agreements of the Pledged Companies that arelimited liability companies.(y) "Pledged Partnership Agreements" means all of each Pledgor's rights, powers, andremedies under the partnership agreements of each of the Pledged Companies that are partnerships.(z) "Proceeds" has the meaning specified therefore in Section 2 hereof.(aa) "Subsidiary" has the meaning specified therefor in the Indenture.3

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 5 of 69(bb) "UCC" means the New York Uniform Commercial Code, as in effect from time totime; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of theattachment, perfection, priority, or remedies with respect to Agent's Lien on any Collateral is governed bythe Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York,the term "UCC" shall mean the Uniform Commercial Code as enacted and in effect in such otherjurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority,or remedies.(cc) "Wells Fargo Foothill" means Wells Fargo Foothill, Inc., in its capacity asadministrative agent under the Wells Fargo Credit Agreement.(dd) "Wells Fargo Credit Agreement" means that certain Credit Agreement, dated as ofthe date hereof, by and among the Grantors, as Borrowers, and Wells Fargo Foothill, as administrativeagent, and as amended, restated, supplemented or otherwise modified from time to time.(ee) "Wells Fargo Liens" means the Liens granted by Pledgors to Wells Fargo Foothillpursuant to the Wells Fargo Pledge Agreement, to secure the Wells Fargo Credit Agreement, only so longas the Grantor's obligations to Wells Fargo Foothill remain outstanding thereunder and only to the extentprovided in the Intercreditor Agreement.(ff) "Wells Fargo Pledge Agreement" means that certain Pledge Agreement, dated as ofthe date hereof, by and among the Pledgors and Wells Fargo Foothill.2. Grant of Security. Each Pledgor hereby unconditionally grants, assigns and pledges to Agent,for the benefit of Agent, the Trustee and the Holders, a continuing security interest in (hereinafter referredto as the "Security Interest") such Pledgor's right, title, and interest in and to the following personalproperty, whether now owned or hereafter acquired or arising and wherever located (the "Collateral"):(a) all of such Pledgor's Investment Related Property in the Pledged Companies;(b) all of such Pledgor's books and records indicating, summarizing, or evidencing itsInvestment Related Property ("Books");(c) all of the proceeds and products, whether tangible or intangible, of the foregoing,including proceeds of insurance or commercial tort claims covering or relating to the foregoing, and anyand all Investment Related Property, money, or other tangible or intangible property resulting from thesale, lease, license, exchange, collection, or other disposition of any of the foregoing, any rebates orrefunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof orinterest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of theabove, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty,or guaranty payable by reason of loss or damage to, or otherwise with respect to the foregoing Collateral(the "Proceeds"). Without limiting the generality of the foregoing, the term "Proceeds" includes whateveris receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, orotherwise disposed of, whether such disposition is voluntary or involuntary, and includes, withoutlimitation, proceeds of any indemnity or guaranty payable to any Pledgor or Agent from time to time withrespect to any of the Investment Related Property.3. Security for Obligations. This Agreement and the Security Interest created hereby securesthe payment and performance of all the Secured Obligations, whether now existing or arising hereafter.Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts4

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 6 of 69which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, toAgent, the Trustee, the Holders or any of them, but for the fact that they are unenforceable or notallowable due to the existence of an insolvency proceeding involving any Grantor.4. Pledgors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of thePledgors shall remain liable under the contracts and agreements included in the Collateral, including,without limitation, the Pledged Operating Agreements and the Pledged Partnership Agreements, toperform all of the duties and obligations thereunder to the same extent as if this Agreement had not beenexecuted, (b) the exercise by Agent or any of the Holders of any of the rights hereunder shall not releaseany Pledgor from any of its duties or obligations under such contracts and agreements included in theCollateral, and (c) none of the Agent, the Trustee or the Holders shall have any obligation or liabilityunder such contracts and agreements included in the Collateral by reason of this Agreement, nor shall anyof Agent, the Trustee or the Holders be obligated to perform any of the obligations or duties of anyPledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.Without limiting the generality of the foregoing, it is the intention of the parties hereto that record andbeneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual, anddividend rights, shall remain in the applicable Pledgor until the occurrence and continuation of an Eventof Default and until Agent shall notify the applicable Pledgor of Agent's exercise of voting, consensual,and/or dividend rights with respect to the Pledged Interests pursuant to Section 10 hereof.5. Representations and Warranties. Each Pledgor, jointly and severally, hereby represents andwarrants as follows:(a) The exact legal name of each of the Pledgors is set forth on the signature pages ofthis Agreement.(b) This Agreement creates a valid security interest in the Collateral of each of thePledgors, to the extent a security interest therein can be created under the UCC, securing the payment ofthe Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected bythe filing of a financing statement under the UCC, all filings and other actions necessary or desirable toperfect and protect such security interest have been duly taken or will have been taken upon the filing offinancing statements listing each applicable Pledgor, as a debtor, and Agent, as secured party, in thejurisdictions listed next to such Pledgor's name on Schedule 2 attached hereto. Upon the making of suchfilings, Agent shall have a first priority (subject to the Permitted Liens) perfected security interest in theCollateral of each Pledgor to the extent such security interest can be perfected by the filing of a fmancingstatement.(c) (i) Except for the Security Interest created hereby, each Pledgor is and will ar alltimes be the sole holder of record and the legal and beneficial owner, free and clear of all Liens otherthan Permitted Liens, of the Pledged Interests indicated on Schedule 1 as being owned by such Pledgorand, when acquired by such Pledgor, any Pledged Interests acquired after the Closing Date; (ii) all of thePledged Interests are duly authorized, validly issued, fully paid and nonassessable and the PledgedInterests constitute or will constitute the percentage of the issued and outstanding Equity Interests of thePledged Companies of such Pledgor identified on Schedule 1 hereto as supplemented or modified by anyPledged Interests Addendum; (iii) such Pledgor has the right and requisite authority to pledge, theInvestment Related Property pledged by such Pledgor to Agent as provided herein; (iv) all actionsnecessary or desirable to perfect, establish (subject to the Permitted Liens) the first priority of, orotherwise protect, Agent's Liens in the Investment Related Property, and the proceeds thereof, will havebeen duly taken, (A) upon the execution and delivery of this Agreement; (B) upon the taking ofpossession by Agent of any certificates constituting the Pledged Interests, to the extent such Pledged5

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 7 of 69Interests are represented by certificates, together with undated powers endorsed in blank by the applicablePledgor, and (C) upon the filing by the applicable Pledgor of financing statements in the applicablejurisdiction set forth on Schedule 2 attached hereto for such Pledgor with respect to the Pledged Interestsof such Pledgor that are not represented by certificates, and (iv) upon the termination of the Wells FargoLiens, each Pledgor will deliver and deposit in accordance with Sections 6(a) and 8 hereof all certificatesrepresenting the Pledged Interests owned by such Pledgor to the extent such Pledged Interests arerepresented by certificates, and undated powers endorsed in blank with respect to such certificates.(d) Except for such authorizations, consents and other actions as those described inSection 23 hereof and as shall have been obtained and shall be in effect, no authorization, consent,approval or other action by, and no notice to or registration, recordation or filing with, any GovernmentalAuthority is required for (i) the due execution, delivery and performance by each Pledgor of thisAgreement, (ii) the grant by each Pledgor of the Security Interest granted by this Agreement, (iii) theperfection of such Security Interest (except for the filing of any appropriate financing statements) or (iv)the exercise by Agent and the Holders of their rights and remedies under this Agreement; in each caseunder clauses (i) through (iv) above, except as may be required by applicable Gaming Laws or except asmay be required in connection with such disposition of Investment Related Property by laws affecting theoffering and sale of securities generally.6. Covenants. Each Pledgor, jointly and severally, covenants and agrees with Agent and theHolders that from and after the date of this Agreement and until the date of termination of this Agreementin accordance with Section 21 hereof:(a) Possession of Collateral. Upon the termination of the Wells Fargo Liens, in the eventthat any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, InvestmentRelated Property, or Chattel Paper (as such terms may be defined in the UCC), and if and to the extentthat perfection or priority of Agent's Security Interest is dependent on or enhanced by possession, theapplicable Pledgor shall execute such other documents as shall be reasonably requested by Agent or asnecessary to effect perfection or transfer or, if applicable, endorse and deliver physical possession of suchNegotiable Collateral, Investment Related Property, or Chattel Paper (as such terms may be defined in theUCC) to Agent, together with such undated powers endorsed in blank as shall be requested by Agent.(b) Investment Related Property.(i) If any Pledgor shall receive or become entitled to receive any PledgedInterests after the Closing Date, it shall promptly (and in any event within 2 Business Days of receiptthereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;(ii) All sums of money and property paid or distributed in respect of theInvestment Related Property which are received by any Pledgor shall be held by the Pledgors in trust forthe benefit of Agent segregated from such Pledgor's other property, and such Pledgor shall deliver itforthwith to Agent's in the exact form received; provided, however, that cash dividends received by anyPledgor, if and to the extent they are not prohibited by the Indenture, may be retained by such Pledgor solong as no Event of Default has occurred or is continuing;(iii) Each Pledgor shall promptly deliver to Agent a copy of each notice orother communication received by it in respect of any Pledged Interests;(iv) No Pledgor shall make or consent to any amendment or othermodification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged6

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 8 of 69Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to anyPledged Interests other than pursuant to the Indenture Documents and the Wells Fargo Pledge Agreementand other documents in connection with the Wells Fargo Credit Agreement;(v) Each Pledgor agrees that it will cooperate with Agent in obtaining allnecessary approvals and making all necessary filings under federal, state, local, or foreign law inconnection with the Security Interest on the Investment Related Property or any sale or transfer thereof;(vi) As to all limited liability company or partnership interests, issued underany Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company orpartnership interests, issued each Pledgor, jointly and severally, hereby represents, warrants andcovenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealtin or traded on securities exchanges or in securities markets, (B) do not and will not constitute investmentcompany securities, and (C) are not and will not be held by such Pledgor in a securities account. Inaddition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any otheragreements governing any of the Pledged Interests issued under any Pledged Operating Agreement orPledged Partnership Agreement, provide or shall provide that such Pledged Interests are securitiesgoverned by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;(c) Transfers and Other Liens. Pledgors shall not (i) sell, assign (by operation of law orotherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except inconnection with a Permitted Reorganization Transaction, or (ii) create or permit to exist any Lien upon orwith respect to any of the Collateral of any of Pledgors, except for Permitted Liens and PermittedReorganization Transactions. The inclusion of Proceeds in the Collateral shall not be deemed toconstitute Agent's consent to any sale or other disposition of any of the Collateral except as expresslypermitted in this Agreement or the other Indenture Documents; and(d) Other Actions as to Any and All Collateral. Each Pledgor shall promptly (and in anyevent within 2 Business Days of acquiring or obtaining such Collateral) notify Agent in writing uponacquiring or otherwise obtaining any Collateral after the date hereof consisting of Investment RelatedProperty and promptly execute such other documents, or if applicable, deliver certificates evidencing anyInvestment Related Property in accordance with Section 6 hereof and do such other acts or things deemednecessary or desirable to protect Agent's Security Interest therein.(e) Restrictions on Fundamental Changes. No Pledgor shall (i) enter into any merger,consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, (ii) liquidate, wind up,or dissolve itself (or suffer any liquidation or dissolution), (iii) convey, sell, lease, license, assign, transfer,or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of any ofthe Collateral of any of Pledgors, or (iv) suspend or go out of a substantial portion of its or their businessexcept in connection with a Permitted Reorganization Transaction.(f) Change Name. No Pledgor shall change, and no Pledgor shall cause any Grantors orany of its subsidiaries to change, its name, organizational identification number, state of organization, ororganizational identity; provided, however, that a Grantor or any of its subsidiaries may change its nameupon at least 30 days prior written notice by such party to Agent of such change, and so long as, at thetime of such written notification, such Grantor or such subsidiary provides any financing statementsnecessary to perfect and continue perfected the Agent's Liens.7

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 9 of 69(g) Records. Each Pledgor shall at all times keep at least one complete set of its recordsconcerning substantially all of the Collateral at the location set forth on Schedule 3 hereto, and not changesuch location or such records without giving Agent at least thirty (30) days prior written notice thereof.(h) Additional Equity Interests. Each Pledgor shall, to the extent it may lawfully do so,and unless otherwise permitted under the terms of the Indenture, use its best efforts to prevent the PledgedCompanies from issuing additional Equity Interests or Proceeds, except for cash dividends or otherdistributions, if any, that are not prohibited by the terms of the Indenture to be paid by the PledgedCompanies to Pledgors.(i) Amendment of Governing Documents. Pledgors shall not permit the PledgedCompanies to (i) authorize the amendment of or amend the Governing Documents of the PledgedCompanies to provide that the Equity Interests of such Pledged Company is governed by Article 8 of theUCC, or (ii) authorize the issuance of or issue certificates evidencing the Equity Interests of the PledgedCompanies which have been pledged under this Agreement.(j) Gamina Laws. Each Pledgor shall obtain, as promptly as practicable following the datehereof, the applicable approvals of the Nevada Gaming Authorities, as referred to in Section 23 hereof,required to authorize or continue the pledge of the Investment Related Property in this Agreement and shallpromptly execute any and all such instruments and documents, deliver any certificates and do all such otheracts or things deemed necessary, appropriate or desirable by the Nevada Gaming Authorities to obtain suchapprovals. Furthermore, in connection with the Operator Licensing Event, each Pledgor shall obtain allnecessary consents or approvals of the Nevada Gaming Authorities for the continued effect of the pledge of theInvestment Related Property pursuant to this Agreement.7. Relation to Other Security Documents. The provisions of this Agreement shall be read andconstrued with the other Indenture Documents referred to below in the manner so indicated.(a) Indenture. In the event of any conflict between any provision in this Agreement and aprovision in the Indenture, such provision of the Indenture shall control.8. Further Assurances.(a) Each Pledgor agrees that from time to time, at its own expense, such Pledgor willpromptly execute and deliver all further instruments and documents, and take all further action, that maybe necessary or that Agent may reasonably request, in order to perfect and protect any Security Interestgranted or purported to be granted hereby or to enable Agent to exercise and enforce its rights andremedies hereunder with respect to any of the Collateral.(b) Each Pledgor authorizes the filing of such financing or continuation statements, oramendments thereto, and such Pledgor will execute and deliver to Agent such other instruments ornotices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve theSecurity Interest granted or purported to be granted hereby.(c) Each Pledgor authorizes Agent to file, transmit, or communicate, as applicable,financing statements and amendments describing the Collateral in order to perfect Agent's securityinterest in the Collateral without such Pledgor's signature. Each Pledgor also hereby ratifies itsauthorization for Agent to have filed in any appropriate jurisdiction any financing statements filed prior tothe date hereof. Notwithstanding the foregoing the Agent shall have no obligations whatsoever to file anyfinancing statements.8

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 10 of 69(d) Each Pledgor acknowledges that it is not authorized to file any fmancing statement oramendment or termination statement with respect to any financing statement filed in connection with thisAgreement without the prior written consent of Agent, subject to such Pledgor 's rights under Section 9-509(d)(2) of the UCC.9. Agent's Right to Perform Contracts. Upon the occurrence of an Event of Default, Agent (orits designee) may proceed to perform any and all of the obligations of any Pledgor contained in anycontract, lease, or other agreement and exercise any and all rights of any Pledgor therein contained asfully as such Pledgor itself could.10. Agent Appointed Attorney-in-Fact. Each Pledgor hereby irrevocably appoints Agent itsattorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgoror otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture, totake any action and to execute any instrument which Agent may reasonably deem necessary or advisableto accomplish the purposes of this Agreement.11. Agent May Perform. If any of Pledgors fails to perform any agreement contained herein,Agent may itself perform, or cause performance of, such agreement, and the reasonable and documentedexpenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Pledgors.12. Agent's Duties. The powers conferred on Agent hereunder are solely to protect Agent'sinterest in the Collateral, for the benefit of the Trustee and the Holders, and shall not impose any dutyupon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actualpossession and the accounting for moneys actually received by it hereunder, Agent shall have no duty asto any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or anyother rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in thecustody and preservation of any Collateral in its actual possession if such Collateral is accorded treatmentsubstantially equal to that which Agent accords its own property. In no event shall Agent be responsiblefor the preparation of filing of any financing statements or for otherwise perfecting or maintaining theperfection of any lien or security interests on any of the Collateral hereunder.13. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of thedate of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisitionthereof will be, registered or qualified under the various federal or state securities laws of the UnitedStates and disposition thereof after the occurrence and continuation of an Event of Default may berestricted to one or more private (instead of public) sales in view of the lack of such registration. EachPledgor understands that in connection with such disposition, Agent may approach only a restrictednumber of potential purchasers and further understands that a sale under such circumstances may yield alower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant tofederal and state securities laws and sold on the open market. Each Pledgor, therefore, agrees that: (a) ifAgent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portionthereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of anynationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and thefailure to do so shall not be considered in determining the commercial reasonableness of such action) asto the best manner in which to offer the Pledged Interest for sale and as to the best price reasonablyobtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent hashandled the disposition in a commercially reasonable manner.14. Voting Rights.9

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 11 of 69(a) Subject to the approval of the Nevada Gaming Authorities, after the termination ofthe Wells Fargo Liens, upon the occurrence and during the continuation of an Event of Default, (i) Agentmay, at its option, and with prior notice to any Pledgor, and in addition to all rights and remediesavailable to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights,and all other ownership or consensual rights in respect of the Pledged Interests owned by such Pledgor,but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and(ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appointsAgent, such Pledgor 's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote suchPledged Interests in any manner Agent deems advisable for or against all matters submitted or which maybe submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorneygranted hereby is coupled with an interest and shall be irrevocable.(b) For so long as any Pledgor shall have the right to vote the Pledged Interests owned byit, such Pledgor covenants and agrees that it will not, without the prior written consent of Agent, vote ortake any consensual action with respect to such Pledged Interests which would materially adversely affectthe rights of Agent and the Holders or the value of the Pledged Interests.15. Remedies. Subject to the limitations described in Section 23, upon the occurrence and duringthe continuance of an Event of Default, and subject to the Intercreditor Agreement:(a) Agent may exercise in respect of the Collateral, in addition to other rights andremedies provided for herein, in the other Indenture Documents, or otherwise available to it, all the rightsand remedies of a secured party on default under the UCC or any other applicable law.(b) Without limiting the generality of the foregoing, each Pledgor expressly agrees that,in any such event, Agent without demand of performance or other demand, advertisement or notice of anykind (except a notice specified below of time and place of public or private sale) to or upon any ofPledgors or any other Person (all and each of which demands, advertisements and notices are herebyexpressly waived to the maximum extent permitted by the UCC or any other applicable law), may takeimmediate possession of all or any portion of the Collateral and (i) require Pledgors to, and each Pledgorhereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part ofthe Collateral as directed by Agent and make it available to Agent at one or more locations where suchPledgor regularly maintains Inventory, and (ii) without notice except as specified below, sell theCollateral or any part thereof in one or more parcels at public or private sale, at any of Agent's offices orelsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice toany of Pledgors of the time and place of any public sale or the time after which any private sale is to bemade shall constitute reasonable notification and specifically such notice shall constitute a reasonable"authenticated notification of disposition" within the meaning of Section 9-611 of the UCC. Agent shallnot be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent mayadjourn any public or private sale from time to time by announcement at the time and place fixed therefor,and such sale may, without further notice, be made at the time and place to which it was so adjourned.16. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in thisAgreement or in the other Indenture Documents or now or hereafter existing at law or in equity or bystatute or otherwise shall be cumulative and concurrent and shall be in addition to every other right,power, or remedy provided for in this Agreement or in the other Indenture Documents or now or hereafterexisting at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise byAgent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or laterexercise by Agent of any or all such other rights, powers, or remedies.10

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 12 of 6917. Marshaling. Agent shall not be required to marshal any present or future collateral security(including but not limited to the Collateral) for, or other assurances of payment of, the SecuredObligations or any of them or to resort to such collateral security or other assurances of payment in anyparticular order, and all of its rights and remedies hereunder and in respect of such collateral security andother assurances of payment shall be cumulative and in addition to all other rights and remedies, howeverexisting or arising. To the extent that it lawfully may, each Pledgor hereby agrees that it will not invokeany law relating to the marshaling of collateral which might cause delay in or impede the enforcement ofAgent's rights and remedies under this Agreement or under any other instrument creating or evidencingany of the Secured Obligations or under which any of the Secured Obligations is outstanding or by whichany of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent thatit lawfully may, each Pledgor hereby irrevocably waives the benefits of all such laws.18. Indemnity and Expenses.(a) Each Pledgor jointly and severally agrees to indemnify Agent, the Trustee and theHolders from and against all claims, lawsuits and liabilities (including reasonable attorneys fees) growingout of or resulting from this Agreement (including, without limitation, enforcement of this Agreement) orany other Indenture Document to which such Pledgor is a party, except claims, losses or liabilitiesresulting from the gross negligence or willful misconduct of the party seeking indemnification asdetermined by a final non-appealable order of a court of competent jurisdiction. This provision shallsurvive the termination of this Agreement and the Indenture and the repayment of the SecuredObligations.(b) Pledgors, jointly and severally, shall, upon demand, pay to Agent all expenses whichAgent may incur in connection with (i) the administration of this Agreement, (ii) the custody,preservation, use or operation of, or, upon the occurrence and continuation of an Event of Default, thesale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreementand the other Indenture Documents, (iii) the exercise or enforcement of any of the rights of Agenthereunder or (iv) the failure by any of Pledgors to perform or observe any of the provisions hereof.19. Merger, Amendments: Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THEOTHER INDENTURE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THEPARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THEREARE NO 'UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision ofthis Agreement, and no consent to any departure by any of Pledgors herefrom, shall in any event beeffective unless the same shall be in writing and signed by Agent, and then such waiver or consent shallbe effective only in the specific instance and for the specific purpose for which given. No amendment ofany provision of this Agreement shall be effective unless the same shall be in writing and signed by Agentand each of Pledgors to which such amendment applies.20. Addresses for Notices. All notices and other communications provided for hereunder shall begiven in the form and manner and delivered to Agent at its address specified in the Indenture, and toPledgors at the address set forth below, or, as to any party, at such other address as shall be designated bysuch party in a written notice to the other party.If to Florida Hooters:If to EW Common:11

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 13 of 6921. Continuing Security Interest: Assignments under Indenture. This Agreement shall create acontinuing security interest in the Collateral and shall (a) remain in full force and effect until the SecuredObligations have been paid in full in cash in accordance with the provisions of the Indenture, (b) bebinding upon each of Pledgors, and their respective successors and assigns, and (c) inure to the benefit of,and be enforceable by, Agent, the Trustees and the Holders and their respective successors, transfereesand assigns. Upon payment in full in cash of the Secured Obligations in accordance with the provisionsof the Indenture, the Security Interest granted hereby and this Agreement shall terminate (withoutprejudice to the Agent's obligation to fulfill its duties in connection with the termination and release ofthe security interests over the Collateral and return of Collateral, as referenced below, which obligationshall survive the termination of this Agreement), and all rights to the Collateral shall revert to Pledgors orany other Person entitled thereto. At such time, Agent will authorize the filing of appropriate terminationstatements to terminate such Security Interests, and execute and deliver to the Pledgors such documents asthe Pledgors shall request to evidence the termination of the security interests or this Agreement or therelease of the pledged Collateral, and will duly reassign, transfer and deliver to the Pledgors free from anyinterest of the Agent or Lien granted under this Agreement such of the Pledged Collateral as may havebeen previously delivered by the Pledgors to the Agent, including any certificates or instrumentsrepresenting or evidencing such collateral. No transfer or renewal, extension, assignment, or terminationof this Agreement or of the Indenture, any other Indenture Document, or any other instrument ordocument executed and delivered by any Pledgor to Agent, nor the taking of further security, nor theretaking or re-delivery of the Collateral to Pledgors, or any of them, by Agent, nor any other act of Agent,the Trustee and the Holders, or any of them, shall release any of Pledgors from any obligation, except arelease or discharge executed in writing by Agent in accordance with the provisions of the Indenture.Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights orremedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extenttherein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as abar to the exercise of any such right or remedy which Agent would otherwise have had on any otheroccasion.22. Governing Law.(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER INDENTUREDOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHERINDENTURE DOCUMENT IN RESPECT OF SUCH OTHER INDENTURE DOCUMENT), THECONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, ANDTHE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERSARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BEDETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEWYORK CIVIL PRACTICE LAWS AND RULES 327(B).(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING INCONNECTION WITH THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS SHALLBE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BYAPPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATEOF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENTAGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'SOPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCHACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH12

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 14 of 69PLEDGOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENSOR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT INACCORDANCE WITH THIS SECTION 22(b).(c) EACH PLEDGOR AND AGENT HEREBY WAIVE THEIR RESPECTIVERIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON ORARISING OUT OF ANY OF THE INDENTURE DOCUMENTS OR ANY OF THE TRANSACTIONSCONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OFDUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACHPLEDGOR AND AGENT REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER ANDEACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWINGCONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THISAGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.23. Compliance with Gaming Laws. Notwithstanding anything to the contrary contained hereinor in any other Indenture Documents, Agent expressly acknowledges and agrees that the exercise of itsrights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws.Specifically, Agent acknowledges and agrees that once Pledgors have been licensed or found suitable by theNevada Gaming Authorities:(a) The pledge of the Investment Related Property of any Pledged Company that is a licenseeof or registered with the Nevada Gaming Authorities by Pledgors, and any restrictions on the transfer of andagreements not to encumber such Investment Related Property of corporations or limited liability companythat is a holding company contained in this Agreement or in any other Loan Document, shall not be effectivewithout the prior approval of the NGC upon the recommendation of the NGCB. The certificates orinstruments representing or evidencing such Investment Related Property may not continue to be held byAgent unless such approval has been obtained by a Pledgor. The approval of the pledge of the InvestmentRelated Property may require amendment of this Agreement to include additional references to regulatoryrequirements under the Gaming Laws. In addition, no amendment of this Agreement shall be effective untilapplicable approvals of the Nevada Gaming Authorities have been obtained.(b) In the event that Agent exercises one or more of the remedies set forth in thisAgreement with respect to any Investment Related Property, including without limitation, foreclosure ortransfer of any interest in the Investment Related Property (except back to Pledgors), the exercise ofvoting and consensual rights, and any other resort to or enforcement of the security interest in theInvestment Related Property, such action shall require the separate and prior approval of the NevadaGaming Authorities and the licensing of Agent or its designee, unless such licensing requirement iswaived by the Nevada Gaming Authorities.(c) Agent and any custodial agent of Agent in the State of Nevada shall be required tocomply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with itsapproval of the pledge granted hereunder by Pledgors, including, without limitation, the requirement thatAgent or its agent maintain the certificates evidencing the Investment Related Property at a location inNevada designated to the NGCB, and that Agent or its agent permit agents or employees of the NGCB toinspect such certificates immediately upon request during normal business hours.(d) Neither Agent nor any agent of Agent shall surrender possession of any InvestmentRelated Property to any Person other than Pledgors without the prior approval of the Nevada GamingAuthorities or as otherwise permitted by the Gaming Laws.13

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 15 of 69(e) The approval by the Nevada Gaming Authorities of this Agreement, or anyamendment hereto, is not, and shall not be construed as, the approval, either express or implied, of Agentto take any actions provided for in this Agreement for which approval by the Nevada Gaming Authoritiesis required, without first obtaining such prior and separate approval, to the extent required by the GamingLaws.24. Agent. Each reference herein to any right granted to, benefit conferred upon or powerexercisable by the "Agent" shall be a reference to Agent, for the benefit of the Holders.25. Limited Recourse. Notwithstanding anything contained in this Agreement to the contraryPledgors shall not have any personal liability under this Agreement for the Secured Obligations to Agent,the Trustee and/or the Holders and any claim based on or in respect of any of the Secured Obligationsshall be enforced only against the Collateral pledged hereunder and not against any other assets,properties or funds of Pledgors or against any officer, director, manager, member or shareholder ofPledgors, except in accordance with Section 18.26. Waivers.(a) Each Pledgor hereby waives: (i) notice of acceptance hereof; (ii) notice of thecreation or existence of any Secured Obligations; (iii) notice of the amount of the Secured Obligations,subject, however, to such Pledgor's right to make inquiry of Agent to ascertain the amount of the SecuredObligations at any reasonable time; (iv) notice of any adverse change in the financial condition ofGrantors or of any other fact that might increase such Pledgor's risk hereunder; (v) notice of presentmentfor payment, demand, protest, and notice thereof as to any instrument among the Indenture Documents;(vi) notice of any Default or Event of Default under the Indenture; and (vii) all other notices anddemands to which such Pledgor might otherwise be entitled.(b) Each Pledgor hereby waives the right by statute or otherwise to require Agent, theTrustee or any Holder to institute suit against any Grantor or to exhaust any rights and remedies whichAgent, the Trustee or such Holder, has or may have against such Grantor. Each Pledgor further waivesany defense arising by reason of any disability or other defense (other than the defense that the SecuredObligations shall have been performed and indefeasibly paid in cash, to the extent of any such payment)of any Grantor or by reason of the cessation from any cause whatsoever of the liability of any Grantor inrespect thereof.(c) Each Pledgor hereby waives: (i) any rights to assert against Agent, the Trustee or theHolders any defense (legal or equitable), set-off, counterclaim, or claim which such Pledgor may now orat any time hereafter have against any Grantor or any other party liable to Agent, the Trustee or theHolders; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly orindirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of theSecured Obligations or any security therefor; (iii) any defense arising by reason of any claim or defensebased upon an election of remedies by Agent, the Trustee or the Holders; (iv) the benefit of any statute oflimitations affecting such Pledgor's liability hereunder or the enforcement thereof, and any act whichshall defer or delay the operation of any statute of limitations applicable to the Secured Obligations shallsimilarly operate to defer or delay the operation of such statute of limitations applicable to such Pledgor'sliability hereunder.(d) Until such time as all of the Secured Obligations have been fully, finally andindefeasibly paid in full in cash: (i) each Pledgor hereby waives and postpones any right of subrogationsuch Pledgor has or may have as against Grantors with respect to the Secured Obligations, including,14

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 16 of 69without limitation, under any one or more of California Civil Code §§ 2847, 2848, and 2849 or anysimilar law of any other jurisdiction; (ii) in addition, each Pledgor hereby waives and postpones any rightto proceed against Grantors or any other Person, now or hereafter, for contribution, indemnity,reimbursement, or any other suretyship rights and claims (irrespective of whether direct or indirect,liquidated or contingent), with respect to the Secured Obligations; and (iii) in addition, each Pledgor alsohereby waives and postpones any right to proceed or to seek recourse against or with respect to anyproperty or asset of Grantors.(e) If any of the Secured Obligations at any time are secured by a mortgage or deed oftrust upon real property, Agent, the Trustee or any Holder may elect, in such Person's sole discretion,upon a default with respect to the Secured Obligations, to foreclose such mortgage or deed of trustjudicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement,without diminishing or affecting the liability of Pledgors hereunder. Each Pledgor understands that (a) byvirtue of the operation of antideficiency laws that may be applicable to nonjudicial foreclosures, anelection by Agent, the Trustee or the Holders nonjudicially to foreclose such a mortgage or deed of trustprobably may have the effect of impairing or destroying rights of subrogation, reimbursement,contribution, or indemnity of such Pledgor against Grantors or other guarantors or sureties, and (b) absentthe waiver given by such Pledgor herein, such an election may estop Agent, the Trustee or the Holdersfrom enforcing this Agreement against such Pledgor. Understanding the foregoing, and understandingthat each Pledgor hereby is relinquishing a defense to the enforceability of this Agreement, each Pledgorhereby waives any right to assert against Agent, the Trustee or any Holder any defense to theenforcement of this Agreement, whether denominated "estoppel" or otherwise, based on or arising froman election by Agent, the Trustee or any Holder nonjudicially to foreclose any such mortgage or deed oftrust. Each Pledgor understands that the effect of the foregoing waiver may be that such Pledgor mayhave liability hereunder for amounts with respect to which such Pledgor may be left without rights ofsubrogation, reimbursement, contribution, or indemnity against Grantors or other guarantors or sureties.Each Pledgor also agrees that the "fair market value" provisions of applicable state law, to the extent suchlaw exists, shall have no applicability with respect to the determination of such Pledgor's liability underthis Agreement.(f) Without limiting the generality of any other waiver or other provision set forth in thisAgreement, each Pledgor waives all rights and defenses that such Pledgor may have if Grantors' debt issecured by real property. This means, among other things:Agent, the Trustee or any Holder may collect from any Pledgor withoutfirst foreclosing on any real or personal property collateral that may be pledged by Grantors.(ii) If Agent, the Trustee or any Holder foreclose(s) on any real propertycollateral that may be pledged by Grantors:(iii) the amount of the debt may be reduced only by the price for which thatcollateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.(iv) Agent may collect from any Pledgor even if Agent, the Trustee or theHolders, by foreclosing on the real property collateral, has/have destroyed any right such Pledgor mayhave to collect from Grantors.This is an unconditional and irrevocable waiver of any rights and defenses Pledgors may have if Grantors'debt is secured by real property.15

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 17 of 69(g) [Intentionally Omitted](h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OROTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH PLEDGOR WAIVES ALLRIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT, THETRUSTEE OR THE HOLDERS, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS ANONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A SECUREDOBLIGATION, HAS DESTROYED SUCH PLEDGOR'S RIGHTS OF SUBROGATION ANDREIMBURSEMENT AGAINST GRANTORS.(i) Without affecting the generality of this Section, each Pledgor hereby also agrees tothe following-waivers:(i) Each Pledgor agrees that Agent's right to enforce this Agreement isabsolute and is not contingent upon the genuineness, validity or enforceability of any of the IndentureDocuments. Each Pledgor waives all benefits and defenses it may have under California Civil CodeSection 2810 or any similar law of any other jurisdiction and agrees that Agent's rights under thisAgreement shall be enforceable even if any of the Grantors had no liability at the time of execution of theIndenture Documents or later ceases to be liable.Each Pledgor agrees that Agent's, the Trustee's and the Holders' rightsunder the Indenture Documents will remain enforceable even if the amount secured by the IndentureDocuments is larger in amount and more burdensome than that for which Grantors are responsible. Theenforceability of this Agreement against Pledgors shall continue until all sums due under the IndentureDocuments have been paid in full and shall not be limited or affected in any way by any impairment orany diminution or loss of value of any security or collateral for Grantors' obligations under the IndentureDocuments, from whatever cause, the failure of any security interest in any such security or collateral orany disability or other defense of Grantors, any other guarantor of Grantors' obligations under theIndenture Documents, any pledgor of collateral for any person's obligations to Agent, the Trustee or anyHolder or any other person in connection with the Indenture Documents.Each Pledgor waives the right to require Agent to (A) proceed againstGrantors, any guarantor of Grantors' obligations under the Indenture Documents, any other pledgor ofcollateral for any person's obligations to Agent, the Trustee or the Holders or any other person inconnection with the Indenture Documents, (B) proceed against or exhaust any other security or collateralAgent may hold for the benefit of Agent, the Trustee or the Holders, or (C) pursue arty other right orremedy for such Pledgor's benefit, and agrees that Agent may exercise its right under this Agreementwithout taking any action against Grantors, any guarantor of Grantors' obligations under the IndentureDocuments, any pledgor of collateral for any person's obligations to Agent, the Trustee or the Holders orany other person in connection with the Indenture Documents, and without proceeding against orexhausting any security or collateral Agent holds for the benefit of Agent, the Trustee or the Holders.27. Miscellaneous.(a) This Agreement may be executed in any number of counterparts and by differentparties on separate counterparts, each of which, when executed and delivered, shall be deemed to be anoriginal, and all of which, when taken together, shall constitute but one and the same Agreement.Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method oftransmission shall be equally as effective as delivery of an original executed counterpart of thisAgreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other16

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 18 of 69electronic method of transmission also shall deliver an original executed counterpart of this Agreementbut the failure to deliver an original executed counterpart shall not affect the validity, enforceability, andbinding effect of this Agreement. The foregoing shall apply to each other Indenture Document mutatismutandis.(b) Any provision of this Agreement which is prohibited or unenforceable shall beineffective to the extent of such prohibition or unenforceability without invalidating the remainingprovisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in anyother jurisdiction.(c) Headings used in this Agreement are for convenience only and shall not be used inconnection with the interpretation of any provision hereof.(d) The pronouns used herein shall include, when appropriate, either gender and bothsingular and plural, and the grammatical construction of sentences shall conform thereto.(e) So long as the Intercreditor Agreement is in effect, the rights, obligations andremedies of the parties shall be subject thereto. This Agreement shall not impose any obligation or grantany right to any party to the extent that such obligation or right is inconsistent or conflicts with theIntercreditor Agreement. This Section 27(e) is for the benefit of Agent, the Trustee and the Holders, andnone of the Pledgors or Grantors shall be third party beneficiaries hereof.17

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 19 of 69IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreementby and through their duly authorized officers, as of the day and year first above written.Florida Hooters LLCBy: Hooters Gaming LLCIts: MemberBy: HG Casino Management, Inc.Its: ManagerBy:are: t Ie G. KieferTitle: PresidentBy: Lags Ventures, LLCIts: MemberBy:Name: David L. LageschulteTitle: Sole MemberEW Common LLCBy: Eastern & Western tel CorporationIts: ManagerBy:Name: Mi el HesslingTitle: Executive Vice President and AssistantThe Bank of New York Trust Company, NA., as Agent8y:Name:Title:367197

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 20 of 69IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreementby and through their duly authorized officers, as of the day and year first above written.Florida Hooters LLCBy: Hooters Gaming LLCIts: MemberBy: HG Casino Management, Inc.Its: ManagerBy:Name: Neil G. KieferTitle: PresidentBy: Lags Ventures,its: MemberBy:Name: David L.Title: Sole MemberEW Common LLCBy: Eastern & Western Hotel Corporationits: ManagerBY:Name: Michael J. HesslingTide: Executive Vice President and Assistant SecretaryThe Bank of New York Trust Company, NA., as AgentByName:Title:367 197

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 21 of 69IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreementby and through their duly authorized officers, as of the day and year first above written.Florida Hooters LLCBy: Hooters Gaming LLCIts: MemberBy: HG Casino Management, Inc.Its: ManagerBy:Name: Neil G. KieferTitle: PresidentBy: Lags Ventures, LLCIts: MemberBy:Name: David L. LageschulteTitle: Sole MemberEW Common LLCBy: Eastern & Western Hotel CorporationIts: ManagerBy:Name: Michael J. HesslingTitle: Executive Vice President and Assistant SecretaryThe Bank of New rk Trust Company, N.A., as AgentBy:Name:Title:367197

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 22 of 69EXHIBIT 21

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 23 of 69http://www.sec.gov/' ---Nives/edgar/data/1326686/000/ 0474690501...EX-2.19 18 a2157764zex-219.htm EXHIBIT 2.19•Exhibit 2.19Execution VersionINTERCREDITOR AND LIEN SUBORDINATION AGREEMENTamongWELLS FARGO FOOTHILL, INC.,as Agent,THE BANK OF NEW YORK TRUST COMPANY, N.A.,as Collateral Agent,155 EAST TROPICANA, LLCand155 EAST TROPICANA FINANCE CORP.,as Borrowers•Dated as of March 29, 2005•1 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 24 of 69http://www.sec.gov/ ves/edgar/data/1326686/00010474690501.•INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTTHIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of March 29, 2005 (this"Agreement") is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the arranger and administrativeagent (in such capacity, together with it successors and assigns (if any) in such capacity, the "Original Agent") under andpursuant to the Loan Agreement (as hereinafter defined), THE BANK OF NEW YORK TRUST COMPANY, N.A. ("BNY"),solely in its capacity as collateral agent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the"Collateral Agent"), 155 EAST TROPICANA, LLC, a Nevada limited liability company ("Tropicana"), and 155 EASTTROPICANA FINANCE CORP., a Nevada corporation ("Tropicana Finance"; Tropicana and Tropicana and Finance, arereferred to hereinafter each individually as a "Borrower," and individually and collectively, jointly and severally, as the"Borrowers").RECITALS:A. Borrowers, Collateral Agent, and BNY, in its capacity as Trustee (in such capacity, the "Trustee"),have entered into an Indenture, dated as of March 29, 2005 (the "Indenture"), pursuant to which the Borrowers incurredindebtedness for certain notes (such notes, together with all other notes issued after the date hereof and exchange notesissued in exchange therefore, the "Notes") in an aggregate principal amount at maturity of $130,000,000. The repayment ofthe Indenture Secured Obligations (as hereinafter defined) is secured by security interests in and liens on the assets andproperties described in (i) the Senior Secured Note Security Agreement, dated as of the date hereof (the "Indenture SecurityAgreement"), made by the Borrowers in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee, andthe Noteholders, (ii) the Pledge Agreement, dated as of the date hereof (the "Indenture Pledge Agreement"), made by FloridaHooters LLC, a Nevada limited liability company ("Florida Hooters"), and EW Common LLC, a Nevada limited liabilitycompany ("EW Common"), in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee, and theNoteholders, (iii) the Guarantee and Pledge Agreement, dated as of the date hereof (the "E&W Note Guarantee andPledge"), made by Eastern & Western Hotel Corporation, a Nevada corporation ("E&W"), in favor of the Collateral Agentfor the benefit of the Collateral Agent, the Trustee, and the Noteholders, and (iv) certain real property mortgages, includingthe (y) Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents dated as of the date hereof, made by•Tropicana to Lawyers Title of Nevada, Inc., as trustee for the benefit of Collateral Agent, as collateral agent for the"Holders" (as defined in the Indenture), and (z) Leasehold Deed of Trust, Security Agreement and Fixture Filing withAssignment of Rents dated as of the date hereof, made by E&W to Lawyers Title of Nevada, Inc., as trustee for the benefit ofCollateral Agent, as collateral agent for the Holders, together with such other mortgages, deeds of trust, assignments andother real property Liens as may be made as of the date hereof and from time to time1•2 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 25 of 69http://www.sec.gov/' --ltives/edgar/data/1326686/00010474690501...hereafter (each, an "Indenture Mortgage" and, together with the Indenture, the Indenture Security Agreement, the indenturePledge Agreement, the E&W Guarantee and Pledge, all Control Agreements (as defined in the indenture Security Agreementfor the benefit of the Collateral Agent, the Trustee, the Noteholders and, as set forth in Section 3.02 hereof the Agent and theLenders), and all other collateral or security documents in favor of Collateral Agent or the Trustee now or hereafterexecuted and delivered in connection with the Indenture or the Indenture Security Agreement, the "Indenture Agreements"),in each case, by a Borrower, Florida Hooters, EW Common or E&W in favor of the Collateral Agent for the benefit of theCollateral Agent, the Trustee, and the Noteholders.B. Borrowers and the Original Agent have entered into a Credit Agreement dated as of March 29, 2005(the "Original Loan Agreement"), pursuant to which the Original Agent and the lenders from time to time party thereto (the"Original Lenders") agreed, upon the terms and conditions stated therein, to mice loans and advances to and to issue lettersof credit on account of the Borrower and the Guarantors up to the principal amount of 515,000,000, together with the fees,interest, expenses and other obligations due under the Original Loan Agreement The repayment of the Loan AgreementSecured Obligations (as hereinafter defined) is secured by security interests in and liens on the assets and propertiesdescribed in (i) the Security Agreement, dated as of the date hereof (the "Loan Agreement Security Agreement"), made bythe Borrowers in favor of the Agent for the benefit of the Lenders, (ii) the Parent Pledge Agreement, dated as of the datehereof (the "Loan A greement Pledge Agreement"), made by Florida Hooters and EW Common, in favor of the Agent for theLenders, (iii) the Guarantee and Pledge Agreement, dated as of the date hereof (the "E&W Loan Guarantee and Pledge"),made by E&W in favor of the Agent for the benefit of the Agent and the Lenders, and (iv) certain real property mortgages,including the (y) Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement dated as of thedate hereof made by Tropicana to Lawyers Title of Nevada, Inc., as trustee for the benefit of Agent (as defined herein), asagent and arranger under the Original Loan Agreement, and (z) Leasehold Deed of Trust, Fixture Filing with Assignment ofRents and Leases, and Security Agreement dated as of the date hereof, made by E&W to Lawyers Title of Nevada, Inc., astrustee for the benefit of Agent, as agent and arranger under the Credit Agreement, together with such other mortgages, deedsof trust, assignments and other real property Liens as may be made as of the date hereof and from time to time hereafter(each, a "Loan Agreement Mortgage" and, together with the Loan Agreement, Loan Agreement Security Agreement, the LoanAgreement Parent Pledge Agreement, all Control Agreements (as defined in the Loan Agreement), and all other collateral orsecurity documents in favor of Agent now or hereafter executed and delivered in connection with the Original LoanAgreement or the Loan Agreement Security Agreement, the "Loan Agreements"), in each case, by a Borrower FloridaHooters, EW Common or E&W in favor of the Agent for the benefit of the Lenders.C. One of the conditions of the Original Loan Agreement is that the priority of the security interests in andliens on the Lender Priority Collateral to secure the Loan2•3 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 26 of 69http://w w w.sec.gov/ ' ives/edgar/data/1326686/00010474690501...Agreement Secured Obligations be senior to the security interests in and liens on the Lender Priority Collateral to secure theIndenture Secured Obligations (as hereinafter defined), in the manner and to the extent provided in this Agreement. One of• the conditions of the Indenture is that the priority of the security interests and liens on the Indenture Priority Collateral tosecure the Indenture Secured Obligations be senior to the security interests in and liens on the Indenture Priority Collateral tosecure the Loan Agreement Secured Obligations and that the Interest Reserve Account (as hereinafter defined) be securityfor the Indenture Secured Obligations but not for the Loan Agreement Secured Obligations.D. The Agent and the Collateral Agent desire to enter into this Agreement concerning the respective rightsof the Agent and the Collateral Agent with respect to the priority of their respective security interests in and liens on theCollateral.E. The terms of the Indenture permit the Borrowers to enter into the Original Loan Documents, subject tocompliance with certain conditions, and in connection therewith authorize and direct the Collateral Agent to enter into anintercreditor agreement substantially in the form of this AgreementF. In order to induce the Agent and Lenders to extend credit to the Borrowers and for purposes of certainconditions precedent and covenants of the Original Loan Agreement, the Agent and the Collateral Agent hereby agree asfollows:ARTICLE I.DEFINITIONSSection 1.01 Terms Defined Above and in the Recitals. As used in this Agreement, the following termsshall have the respective meanings indicated in the opening paragraph hereof and in the above Recitals:"Agreement""Borrowers""Collateral Agent""E&W""E&W Loan Guarantee and Pledge""E&W Note Guarantee and Pledge""EW Common""Florida Hooters""Indenture""Indenture Agreements""Indenture Mortgage""Indenture Pledge Agreement""Indenture Security Agreement""Loan Agreement Mortgage""Loan Agreement Pledge Agreement"34 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 27 of 69http://w ww sec .gov/ ' ' ves/edgar/data/ 1326686/00010474690501...•"Loan Agreement Security Agreement""Loan Agreements""Notes""Original Agent""Original Lenders""Original Loan Agreement""Original Loan Documents""Tropicana""Tropicana Finance""Trustee"Section 1.02 Loan Agreement Definitions. All capitalized terms which are used but not defined herein shallhave the same meaning as in the Original Loan Agreement, as in effect on the date hereof.Section 1.03 Other Definitions. As used in this Agreement, the following terms shall have the meanings setforth below:"Agent" means the Original Agent, together with its successors, assigns, transferees, and any Person thathas a similar title (such as "Agent" or "Administrative Agent") under any Loan Agreement"Bankruptcy Code" means title 11 of the United States Code, as in effect from time to time."Capital Stock" means (a) in the case of a corporation, corporate stock, (b) in the case of an associationor business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporatestock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general orlimited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits andlosses of, or distributions of property of the issuing Person."Cash Collateral" means any Collateral consisting of cash or cash equivalents, any security entitlement (asdefined in the New York Commercial Code) and any financial assets (as defined in the New York Commercial Code)."Casino Lease" means that certain "Amended and Restated Casino Lease" by and between the Borrowerand E&W dated as of March 9, 2005, as the same may be amended from time to time in accordance to the extent permittedunder the Loan Agreement and the Indenture."Closing Date" means March 29, 2005.45 of 33 2.13/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 28 of 69http://www.sec.gov/ --tlives/edgar/data/1326686/00010474690501...•"Collateral" means all assets and properties and all interests in assets or properties now owned orhereafter acquired by any Borrower, any Guarantor or any other Person (including the Cash Collateral deposited in AccountNo. 11553005 maintained at Wells Fargo Brokerage Services, LLC by E&W pursuant to the Casino Lease) in or upon whicha Lien is granted or purported to be granted under any of the Loan Documents or the Indenture Loan Documents or to securethe Loan Agreement Secured Obligations or the Indenture Secured Obligations and all products and proceeds of any of theforegoing, provided that the term "Collateral" shall not include the Indenture Exclusive Collateral.•"Control Collateral" means any Collateral consisting of a certificated security (as defined in the NewYork Commercial Code), investment property (as defined in the New York Commercial Code), a deposit account (asdefined in the New York Commercial Code and any other Collateral as to which a Lien may be perfected through possessionor control by the secured party, or any agent therefor."Default Notice" has the meaning set forth in Section 2.03."DIP Financing" has the meaning set forth in Section 6.01."Discharge of Loan Agreement Secured Obligations" means payment in full in cash of the Loan AgreementSecured Obligations (other than Loan Agreement Secured Obligations consisting of contingent indernnification obligationsunder the Lender Loan Documents) up to (but not in excess of) the Maximum Priority Debt Amount including, with respect toamounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities issued pursuant thereto inrespect of outstanding letters of credit), delivery of cash collateral or backstop letters of credit in respect thereof incompliance with the terms of the Loan Agreement, in each case, after or concurrently with termination of all commitments toextend credit thereunder."Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock)."Guarantor" means any Person that guarantees or pledges Collateral to secure the Loan AgreementSecured Obligations or the Indenture Secured Obligations, including E&W."Indenture Exclusive Collateral" means the Cash Collateral maintained in the Interest Reserve Account asof the Closing Date, together with interest and earnings thereon."Indenture Loan Documents" means the Indenture, the Notes, the Indenture Mortgages, the IndentureAgreements, the Notes, the Guarantees (as defined in the Indenture) of the Notes, the Registration Rights Agreement (asdefined in the5•6 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 29 of 69lutp://www .sec. goy/ ' ives/edgar/data/ 1326686/00010474690501..Indenture) and such other agreements, instruments and certificates as defined or referred to in the Indenture.•"Indenture Priority Collateral" means the Cash Collateral maintained in the Renovation Reserve Accountas of the Closing Date, together with interest and earnings thereon; provided that it is understood and agreed that such CashCollateral is intended to be utilized in the renovation of the real and personal property constituting Lender PriorityCollateral and once so utilized and withdrawn from the Renovation Reserve Account, whether before or after thecommencement of an Insolvency Proceeding, shall constitute Lender Priority Collateral."Indenture Secured Obligations" means all indebtedness represented by the Notes, together with interest,premiums, fees, costs and expenses in respect thereof (including, without limitation, attorneys fees and disbursements andincluding interest accrued after the initiation of any Insolvency Proceeding, whether or not allowed or allowable in anyInsolvency Proceeding), and all other Obligations (as such term is defined in the Indenture) under any of the Indenture LoanDocuments."Insolvency Proceeding" means any proceeding commenced by or against any Person under any provisionof the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit ofcreditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seekingreorganization, arrangement, or other similar relief."Interest Reserve Account" means that certain Account No. 171097 maintained at The Bank of New YorkTrust Company, N.A."Lease" and "Leases" means, individually and collectively, that certain Amended and Restated HotelLease and that certain Amended and Restated Casino Lease, each by and between the Borrower and E&W and each dated asof March 9, 2005, as either may be amended from time to time with the written consent of the Agent and the CollateralAgent"Lender Loan Documents" means any Loan Agreement, the "Loan Documents" as defined in the OriginalLoan Agreement, the collateral documents and instruments executed and delivered in connection therewith or in connectionwith any other Loan Agreement hereunder, and such other agreements, instruments and certificates as defined in a LoanAgreement."Lender Priority Collateral" means all Collateral other than the Indenture Exclusive Collateral and theIndenture Priority Collateral.67 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 30 of 69http://w ww .sec.gov/ • ' ives/edgar/data/1326686/00010474690501...•"Lenders" means the Original Lenders, together with all successors, assigns, transferees, participants,replacement or refinancing lenders, of the Original Lenders, including any Person designated as a Lender under any LoanAgreement."Lien" means any interest in an asset securing an obligation owed to, or a claim by, any Person other thanthe owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) suchinterest is recorded or perfected, and (c) such interest is contingent upon the occurrence of some future event or events or theexistence of some future circumstance or circumstances. Without limiting the generality of the foregoing, the term "Lien"includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment,deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment forsecurity purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants,conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property."Lien Priority" means with respect to any Lien of the Agent or the Collateral Agent in the Collateral, theorder of priority of such Lien as specified in Section 2.01."Loan Agreement' means the Original Loan Agreement as amended, restated, modified, renewed,refunded, replaced, or refinanced in whole or in part from time to time, including any agreement extending the maturity of,consolidating, otherwise restructuring (including adding Subsidiaries or affiliates of any Borrower or any other Persons asparties thereto) or refinancing all or any portion of the Obligations or Commitments as those terms are defined in theOriginal Loan Agreement (or in any other agreement that itself is a Loan Agreement hereunder) and whether by the same orany other agent, lender, or group of lenders and whether or not increasing the amount of indebtedness that may be incurredthereunder."Loan Agreement Secured Obligations" means all Obligations and all other amounts owing or due underthe terms of the Loan Agreement and the other Lender Loan Documents, including any and all amounts payable under or inrespect of the Lender Loan Documents, as amended, restated, modified, renewed, refunded, replaced, or refinanced in wholeor in part from time to time, including principal, premium, interest, fees, attorneys' fees, costs, charges, expenses,reimbursement obligations, any obligation to post cash collateral in respect of letters of credit or indemnities in respectthereof, indemnities, guarantees, and all other amounts payable thereunder or in respect thereof (including, in each case, allamounts accruing on or after the commencement of any Insolvency Proceeding relating to any Borrower, any other Personirrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any InsolvencyProceeding)."Loan Documents" means the Lender Loan Documents and the Indenture Loan Documents.7•8 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 31 of 69http://www .sec.gov/ " ives/edgar/data/1326686/00010474690501.."Mwsimurn Priority Debt Amount" means, as of any date of determination, (a) the principal amount(including the indrawn amount of Letters of Credit) of Loan Agreement Secured Obligations as of such date up to, but not inexcess of, Sl5,000,000, plus (b) any premium, interest, fees, attorneys' fees, costs, charges, expenses and indemnities, owedunder the Loan Agreement or the other Lender Loan Documents or in respect of the Loan Agreement Secured Obligationsand including, for each amount specified in clauses (a) and (b), all amounts accruing on or after the commencement of anyInsolvency Proceeding relating to any Borrower or any other Person irrespective of whether a claim for all or any portion ofsuch amount is allowable or allowed in any Insolvency Proceeding."Noteholders" means each of the holders of the Notes."Original Loan Agreement" shall have the meaning assigned to such term in the recitals to this Agreement"Party' means Agent and Collateral Agent"Person" means any natural person, corporation, limited liability company, limited partnership, generalpartnership, limited liability partnership, joint venture, trust, land trust, business trust, or other organization, irrespective ofwhether such organization is a legal entity, and shall include a government and any agency or political subdivision thereof."Proceeds" means (1) all "proceeds" as defined in Article 9 of the New York Commercial Code withrespect to the Collateral, and (ii) whatever is recoverable or recovered when Collateral is sold, exchanged, collected, ordisposed ot whether voluntarily or involuntarily."Recovery' has the meaning set forth in Section 5.03."Renovation Reserve Account" means that certain Account No. 171098 maintained at The Bank of NewYork Trust Company, N.A., subject to a control agreement in favor of the Collateral Agent for the benefit of the Noteholders,the Agent and the Lenders as their respective interests may appear."Standstill Notice" means a written notice from or on behalf of (a) the Agent to the Collateral Agentregarding the Lender Priority Collateral stating that an Event of Default has occurred under the Loan Agreement and statingthat such written notice is a "Standstill Notice," or (b) the Collateral Agent to the Agent regarding the Indenture PriorityCollateral stating that an Event of Default has occurred under the Indenture and stating that such written notice is a"Standstill Notice.""Standstill Period" has the meaning set forth in Section 2.03.8•9 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 32 of 69http://www.sec.gov/' ' ves/ed gar/data/1326686/00010474690501...•Rules of Construction. Unless the context of this Agreement clearly requires otherwise, references to theplural include the singular, references to the singular include the plural, the term "including" is not limiting, and the term"or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof,""herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to anyparticular provision of this Agreement. Article, section, subsection, clause, schedule, and exhibit references herein are tothis Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shallinclude all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, andsupplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any referenceherein to any Person shall be construed to include such Person's successors and assigns.ARTICLE II.LIEN PRIORITYSection 2.01 Agreement to Subordinate. Notwithstanding the date, time, method, manner or order of grant,attachment, or perfection of any Liens granted to the Collateral Agent, the Trustee, or the Noteholders in respect of all or anyportion of the Collateral or of any Liens granted to the Agent or any Lender in respect of all or any portion of the Collateral,or the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Agent or anyLender or the Collateral Agent (or the Trustee or any Noteholder) in any Collateral or any provision of the UniformCommercial Code, any other applicable law, the Indenture, the Loan Documents or any other circumstance whatsoever:(a) the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that(i) any Lien in respect of all or any portion of the Lender Priority Collateral now or hereafter held by or on behalf of theCollateral Agent, the Trustee, or any Noteholder that secures all or any portion of the Indenture Secured Obligations, shall inall respects be junior and subordinate to all Liens granted to the Agent or any Lender in the Lender Priority Collateral tosecure all or any portion of the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Priority DebtAmount, and (ii) any Lien in respect of all or any portion of the Lender Priority Collateral now or hereafter held by or onbehalf of the Agent that secures all or any portion of the Loan Agreement Secured Obligations in excess of the MaximumPriority Debt Amount, shall in all respects be junior and subordinate to all Liens granted to the Collateral Agent, the Trusteeor any Noteholder in the Lender Priority Collateral to secure all or any portion of the Indenture Secured Obligations, and(b) the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that(i) any Lien in respect of all or any portion of the Lender9•10 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 33 of 69http://www.sec.gov/' ' ives/edgar/data/ 1326686/00010474690501...•Priority Collateral now or hereafter held by or on behalf of the Agent or any Lender that secures all or any portion of theLoan Agreement Secured Obligations up to (but not in excess of) the Maximum Priority Debt Amount, shall in all respects besenior and prior to all Liens granted to the Collateral Agent (or the Trustee or any Noteholder) in the Lender PriorityCol lateral to secure all or any portion of the Indenture Secured Obligations, and (ii) any Lien in respect of all or any portionof the Lender Priority Collateral now or hereafter held by or on behalf of the Collateral Agent, the Trustee, or anyNoteholder that secures all or any portion of the Indenture Secured Obligations, shall in all respects be senior and prior toall Liens granted to the Agent in the Lender Priority Collateral to secure all or any portion of the Loan Agreement SecuredObligations in excess of the Maximum Priority Debt Amount,(c) the Agent, on behalf of itself and the Lenders, hereby agrees that (i) any Lien in respect of allor any portion of the Indenture Priority Collateral now or hereafter held by or on behalf of the Agent or any Lender thatsecures all or any portion of the Loan Agreement Secured Obligations, shall in all respects be junior and subordinate to allLiens granted to the Collateral Agent in the Indenture Priority Collateral to secure all or any portion of the Indenture SecuredObligations, and (ii) any Lien in respect of all or any portion of the Indenture Priority Collateral now or hereafter held by oron behalf of the Collateral Agent that secures all or any portion of the Indenture Secured Obligations, shall in all respects besenior and prior to all Liens granted to the Agent in the Indenture Priority Collateral to secure all or any portion of the LoanAgreement Secured Obligations, and(d) die Agent, on behalf of itself and the Lenders, hereby agrees that the Indenture ExclusiveCollateral does not and shall not secure any Loan Agreement Secured Obligations.The Collateral Agent, for and on behalf of itself; the Trustee and the Noteholders, acknowledges andagrees that, concurrently herewith, the Agent and the Lenders have been granted Liens upon all of the Collateral in which theCollateral Agent has been granted Liens (other than the Indenture Exclusive Collateral) and the Collateral Agent herebyconsents thereto, The Agent, for and on behalf of itself and the Lenders, acknowledges and agrees that the Collateral Agent,for the benefit of itself; the Trustee, and the Noteholders, has been granted Liens upon all of the Collateral in which theAgent has been granted Liens and, in addition, the Indenture Exclusive Collateral and the Agent hereby consents thereto. Thesubordination of Liens in the Lender Priority Collateral (up to (but not in excess of) the Maximum Priority Debt Amount) bythe Collateral Agent, on behalf of itself, the Trustee, and the Noteholders in favor of the Agent herein shall not be deemed tosubordinate the Collateral Agent's Liens to the Liens of any other Person. The subordination of Liens (in excess of theMaximum Priority Debt Amount) and otherwise in the Indenture Priority Collateral in favor of the Collateral Agent, for thebenefit of itself the Trustee and the Noteholders herein shall not be deemed to subordinate such Agent's Liens to the Liens ofany other Person.10•11 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 34 of 69http://www.sec.gov/' ives/edgar/data/1326686/0001047469050 I ..Section 2.02 Waiver of Right to Contest Liens. The Collateral Agent agrees, on behalf of itself, the Trustee,and the Noteholders, that it and they shall not (and hereby waives, on behalf of itself, the Trustee and the Noteholders anyright to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directlyor indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority,enforceability, or perfection of the Liens of the Agent or Lenders in respect of the Collateral. Prior to Discharge of the LoanAgreement Secured Obligations, the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that noneof the Collateral Agent, the Trustee, or the Noteholders will take any action that would hinder any exercise of remediesundertaken by the Agent or Lenders under the Lender Loan Documents with respect to the Lender Priority Collateral,including any public or private sale, lease, exchange, transfer, or other disposition of the Lender Priority Collateral, whetherby foreclosure or otherwise. Prior to Discharge of the Loan Agreement Secured Obligations, the Collateral Agent, for itself;the Trustee, and on behalf of the Noteholders, hereby waives any and all rights it, the Trustee, or the Noteholders may haveas a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the Agent or Lendersseek to enforce the Liens in any portion of the Lender Priority Collateral (it being understood and agreed that the terms ofthis Agreement shall govern with respect to such Collateral even if any portion of the Liens securing the Loan AgreementSecured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).The Agent, for and on behalf of itself and the Lenders, agrees that it shall not (and hereby waives any right to) take any actionto contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether ornot in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of theLiens of the Collateral Agent in respect of the Collateral. Following the Discharge of Loan Agreement Secured Obligationsor solely with respect to the Indenture Priority Collateral at any time prior thereto, the Agent, for and on behalf of itself andthe Lenders, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the CollateralAgent, the Trustee, or any Noteholder under the Indenture Loan Documents, including any public or private sale, lease,exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise. Following the Discharge ofLoan Agreement Secured Obligations or solely with respect to the Indenture Priority Collateral at any time prior thereto, theAgent hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to,interfere with the manner in which the Collateral Agent, the Trustee or any Noteholder seeks to enforce the Liens in anyportion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to suchCollateral even if any portion of the Liens securing the Indenture Secured Obligations are avoided, disallowed, set aside, orotherwise invalidated in any judicial proceeding or otherwise).Section 2.03 Remedies Standstill. At any time after the occurrence and during the continuation of an Eventof Default under any of the Loan Documents, the Agent may1112 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 35 of 69http://www.sec.gov/' • ' ives/edgar/data/1326686/00010474690501. .send a Standstill Notice to the Collateral Agent with respect to the Lender Priority Collateral or the Collateral Agent maysend a Standstill Notice to the Agent with respect to the Indenture Priority Collateral.(a) The Collateral Agent, on behalf of itself the Trustee, and the Noteholders, agrees that from andafter the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder willexercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on theLender Priority Collateral or any other right relating to any Lender Priority Collateral (including the exercise of any votingrights relating to any Capital Stock constituting Collateral) under the Loan Documents, applicable law or otherwise as asecured creditor and will not take or receive any Lender Priority Collateral in connection with the exercise of any such rightor remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an InsolvencyProceeding or otherwise unless and until (a) the Agent has expressly waived or acknowledged the cure of the applicableEvent of Default in writing or the Discharge of the Loan Agreement Secured Obligations shall have occurred, or (b) 90 daysshall have elapsed from the date of the Collateral Agent's receipt of such Standstill Notice, except with respect to anyLender Priority Collateral which the Agent is pursuing its rights or remedies as a secured creditor to effect the collection,foreclosure, sale, or other realization upon or disposition of such Lender Priority Collateral. From and after the earlier tooccur of (i) the Collateral Agent's receipt of such waiver or cure notice, or (ii) the elapsing of such 90 day period, any ofthe Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and remedies as a securedcreditor under the Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, includingSection 4.02 hereof and except with respect to any Lender Priority Collateral as to which the Agent or any Lender iseffecting the collection, foreclosure, sale or other realization upon or disposition of). So long as the Agent has not sent aStandstill Notice to the Collateral Agent, the Collateral Agent may exercise its rights or remedies in respect of the LenderPriority Collateral under the Loan Documents after the 10th Business Day following receipt by the Agent of a Notice ofIntent to Exercise (as defined below). The Agent may only send 3 Standstill Notices following the date hereof (it beingunderstood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whetherdelivered hereunder or under any corresponding provision of any other agreement similar hereto that may be deliveredpursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Noticeunless 90 consecutive days shall have elapsed from the date that such Event of Default was cured or waived by the Agent,and no more than one Standstill Notice may be given by the Agent in any consecutive 365-day period.(b) The Agent, on behalf of itself and the Lenders, agrees that from and after the date of its receiptof any Standstill Notice, neither the Agent nor any Lender will exercise any of its rights or remedies in respect of thecollection on, set off against, marshalling of, or foreclosure on the Indenture Priority Collateral or any other right12•13 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 36 of 69http://w w w .sec.gov/ • ' Ives/edgaddata/1326686/00010474690501...relating to any Indenture Priority Collateral under the Loan Documents, applicable law or otherwise as a secured creditorand will not take or receive any Indenture Priority Collateral in connection with the exercise of any such right or remedy(including recoupment or set-off), whether under the Loan Documents, applicable law, in an Insolvency Proceeding orotherwise unless and until (a) the Collateral Agent has expressly waived or acknowledged the cure of the applicable Eventof Default in writing or the Indenture Secured Obligations shall have been paid in full in cash, or (b) 90 days shall haveelapsed from the date of the Agent's receipt of such Standstill Notice, except with respect to any Indenture PriorityCollateral which the Collateral Agent is pursuing its rights or remedies as a secured creditor to effect the collection,foreclosure, sale, or other realintion upon or disposition of such Indenture Priority Collateral. From and after the earlier tooccur of (i) the Agent's receipt of such waiver or cure notice, or (ii) the elapsing of such 90 day period, the Agent or anyLender may commence to exercise any of its rights and remedies as a secured creditor under the Loan Documents, applicablelaw or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to anyIndenture Priority Collateral as to which the Collateral Agent, the Trustee or any Noteholder is effecting the collection,foreclosure, sale or other realisation upon or disposition of). So long as the Collateral Agent has not sent a Standstill Noticeto the Agent, the Agent may exercise its rights or remedies in respect of the Indenture Priority Collateral under the LoanDocuments after the 10th Business Day following receipt by the Collateral Agent of a Notice of Intent to Exercise(as defined below). The Collateral Agent may only send 3 Standstill Notices following the date hereof (it being understoodand agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether deliveredhereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant toSection 7.161 and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 90 consecutivedays shall have elapsed from the date that such Event of Default was cured or waived by the Collateral Agent , and no morethan one Standstill Notice may be given by the Collateral Agent in any consecutive 365-day period.(c) The time period during which the Collateral Agent with respect to the Lender PriorityCollateral or the Agent with respect to the Indenture Priority Collateral is not permitted to exercise rights or remedies underthis Section 2.03 is referred to herein as the "Standstill Period." If at any time other than during any Standstill Period an"Event of Default" (as defined in the Indenture or the Loan Agreement as applicable) has occurred and is continuing underthe Loan Documents, and the Collateral Agent with respect to the Lender Priority Collateral or the Agent with respect to theIndenture Priority Collateral intends to exercise its rights or remedies under the Loan Documents, the Collateral Agent withrespect to the Lender Priority Collateral or the Agent with respect to the Indenture Priority Collateral may do so only aftersending a written notice ("Notice of Intent to Exercise") no less than 10 Business Days and no more than 20 Business Daysprior to the exercise of any such rights or remedies to the Agent.13•14 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 37 of 69http://www.sec.gov/ " ives/edgar/data/ 1 326686/00010474690501..•Section 2.04 Exercise of Rights.(a) No Other Restrictions. Except as expressly set forth in this Agreement, each of the CollateralAgent, the Trustee, the Noteholders, the Agent and the Lenders shall have any and all rights and remedies it may have as acreditor under applicable law, including the rights to exercise all rights and remedies in foreclosure or otherwise withrespect to any of the Collateral; provided, however, that any such exercise, and any collection or sale of all or any portion ofthe Collateral, shall be subject to the prior Liens of the Agent on the Lender Priority Collateral and the prior Liens of theCollateral Agent on the Indenture Priority Collateral, in each case to the extent provided in Section 2.01, and to theprovisions of this Agreement including Section 4.02 hereof. In exercising rights and remedies with respect to the Collateral,the Agent may enforce the provisions of the Lender Loan Documents and exercise remedies thereunder, all in such order andin such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include thesale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other meanspermissible under applicable law; provided, that the Agent agrees to provide copies of any notices that it is required underapplicable law to deliver to the Borrowers to the Collateral Agent; provided firther, that the failure to provide any suchcopies to the Collateral Agent shall not impair any of the Agent's rights hereunder.(b) Release of Liens. In the event of any such private or public sale of any Lender PriorityCollateral, Collateral Agent agrees, on behalf of itself, the Trustee, and the Noteholders, that such sale will be free and clearof the Liens securing the Indenture Secured Obligations and, if the sale or other disposition includes the Equity Interests inany Borrower, agrees to release the entities whose Equity Interests are sold from all Indenture Secured Obligations so longas Agent also releases the entities whose Equity Interests are sold from all Loan Agreement Secured Obligations, in eachcase, so long as the proceeds from such sale or other disposition of the Lender Priority Collateral are applied in accordancewith the terms of this Agreement. In furtherance thereof, Collateral Agent agrees that it will execute any and all Lienreleases or other documents reasonably requested by Agent in connection therewith, so long as the proceeds from such saleor other disposition of the Lender Priority Collateral are applied in accordance with the terms of this Agreement(c)Subject to Section 3.01, the Collateral Agent, the Trustee and the Noteholders may exercise,and nothing herein shall constitute a waiver ot any right it may have at law or equity to receive notice ot or to commence or•join with any creditor in commencing any Insolvency Proceeding or to join or participate in, any action or proceeding orother activity described in Section 3.01; provided, however that exercise of any such right by the Collateral Agent shall besubject to all of the terms and conditions of this Agreement, including the obligation to turn over all Lender PriorityCollateral and Proceeds thereof to the Agent for application to the Discharge of the Loan Agreement Secured Obligations asprovided in Section 4.02.1415 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 38 of 69http://www.sec.govhs ives/edgar/data/1326686/00010474690501...(d) The Collateral Agent may make such demands or file such claims in respect of the IndentureSecured Obligations as may be necessary to prevent the waiver or bar of such claims under applicable statutes of limitationsor other statutes, court orders or rules of procedure, but except as provided in this Section 2.04, the Collateral Agent shallnot take any actions restricted by this Agreement until the Discharge of Loan Agreement Secured Obligations shall haveoccurred.(e) Following the Discharge of Loan Agreement Secured Obligations, the other provisions of thisSection 2.04 shall apply to the Collateral Agent, for the benefit of itself, the Trustee and the Noteholders as if it was theAgent and the Agent was the Collateral Agent, mutatis mutandis.ARTICLEACTIONS OF THE PARTIESSection 3.01 Limitation on Certain Actions. Notwithstanding any other provision hereof; during anyStandstill Period prior to the date that the Discharge of Loan Agreement Secured Obligations occurs, the Collateral Agentwill not(a)Lender Priority Collateral;(b)(c)Persons acting on its behalf.commence receivership or foreclosure proceedings against Borrower, any Guarantor, or anysell, collect, transfer or dispose of any Lender Priority Collateral or Proceeds; ornotify third party account debtors to make payment directly to it or any of its agents or otherSection 3.02 Agent for Perfection. Each of the Agent, for and on behalf of itself and the Lenders, and theCollateral Agent, for and on behalf of itself, the Trustee, and each Noteholder, as applicable, agree to hold all ControlCollateral and Cash Collateral that is part of the Collateral in its respective possession, custody, or control (or in thepossession, custody, or control of agents or bailees for either, as applicable) as agent for the other solely for the purpose ofperfecting the security interest granted to each in such Control Collateral or Cash Collateral subject to the terms andconditions of this Section 3.02. None of the Agent, the Lenders, the Collateral Agent, the Trustee, or the Noteholders, asapplicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned byany Borrower, or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of theAgent and the Collateral Agent under this Section 3.02 are and shall be limited solely to holding or maintaining control ofthe Control Collateral and the Cash Collateral as agent for the other for purposes of perfecting the Lien held by theCollateral Agent or the Agent, as applicable. The Agent is not and shall not be deemed to be a fiduciary of any kind for the15•16 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 39 of 69http://www.sec.gov/ ves/edgar/data/1326686/00010474690501. .Collateral Agent, the Trustee, the Noteholders or any other Person. The Collateral Agent is not and shall not be deemed tobe a fiduciary of any kind for the Agent or any other Person. In the event that (a) any of the Collateral Agent, the Trustee, orany Noteholder receives any Proceeds or Collateral in contravention of the Lien Priority, or (b) the Agent receives anyProceeds or Collateral in contravention of the Lien Priority, it shall promptly pay over such Proceeds or Collateral to (i) inthe case of clause (a), the Agent, or (ii) in the case of clause (b), the Collateral Agent, in the same form as received with anynecessary endorsements, for application in accordance with the provisions of Section 4.02 of this Agreement.ARTICLE IV.NOTICES AND APPLICATION OF PROCEEDSSection 4.01 Notices of Exercise. Concurrently with any exercise by the Collateral Agent of any of itsrights and remedies under the Indenture Loan Documents following the occurrence of any default under any of the IndentureLoan Documents, the Collateral Agent shall give notice of such exercise to the Agent and shall only exercise such rights orremedies in a manner consistent with the terms of this Agreement. Concurrently with any exercise by the Agent of any of itsrights and remedies under the Lender Loan Documents following the occurrence of any default under any of the Lender LoanDocuments, the Agent shall give notice of such exercise to the Collateral Agent and shall only exercise such rights orremedies in a manner consistent with the terms of this Agreement.Section 4.02 Application of Proceeds.(a) Revolving Nature of Loan Agreement Secured Obli gations. As long as the Agent is notexercising any of its remedies as a secured creditor under the Lender Loan Documents and including during any StandstillPeriod, the Agent may apply any and all of the proceeds of the Collateral consisting of accounts receivable, rental paymentsunder the Leases, other rights to payment or Cash Collateral in accordance with the provisions of the Lender LoanDocuments, subject to the provisions of this Agreement, including Sections 3.02 and 4.02 hereof. The Collateral Agent, forand on behalf of itself; the Trustee, and the Noteholders, expressly acknowledges and agrees that (a) any such application ofthe proceeds of accounts receivable, rental payments under the Leases, other rights to payment or Cash Collateral or therelease of any Lien by the Agent upon any portion of the Collateral in connection with a Permitted Disposition (as that term•is defined in the Loan Agreement) shall not be considered to be the exercise of remedies under this Agreement; and (b) allProceeds or Cash Collateral received by Agent in connection therewith may be applied, reversed, reapplied, credited orreborrowed, in whole or in part, as Loan Agreement Secured Obligations without reducing the Maximum Priority DebtAmount, except to the extent that such amounts are applied to permanently reduce the aggregate revolver commitments inaccordance with16•17 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 40 of 69http://w ww .sec.gov/ 'ves/edgar/data/ 1326686/00010474690501_the Loan Agreement, in which case the Maximum Priority Debt Amount shall be automatically reduced by such amount.(b) Turnover of Cash Collateral After Payment. Upon the Discharge of the Loan AgreementSecured Obligations, the Agent shall deliver to the Collateral Agent or execute such documents as the Collateral Agent mayreasonably request to cause the Collateral Agent to have control over any Cash Collateral or Control Collateral still inAgent's possession, custody or control in the same form as received, with any necessary endorsements or as a court ofcompetent jurisdiction may otherwise direct, to be applied by the Collateral Agent to the Indenture Secured Obligations. Inthe event that the Indenture Secured Obligations are paid in full and the Loan Agreement Secured Obligations have not been,the Collateral Agent shall deliver to the Agent or execute such documents as the Agent may reasonably request to cause theAgent to have control over any Cash Collateral or Control Collateral still in Collateral Agent's possession, custody orcontrol in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwisedirect, to be applied by the Agent to the Loan Agreement Secured Obligations. Proceeds of any exercise by the Agent or theCollateral Agent, as applicable, of any of their respective secured creditor rights or remedies under any of the LoanDocuments, under applicable law, or otherwise with respect to any Lender Priority Collateral or Proceeds thereof; shall be(a) until the Discharge of the Loan Agreement Secured Obligations, retained by the Agent or promptly turned over by theCollateral Agent, the Trustee, or any Noteholder, as the case may be, to the Agent in the same form as received, with anynecessary endorsements, (b) after the Discharge of the Loan Agreement Secured Obligations and until all Indenture SecuredObligations have been paid in full in cash, retained by the Collateral Agent or promptly turned over by the Agent to theCollateral Agent in the same form as received, with any necessary endorsements, and (c) if there are any amounts still due orany Loan Agreement Priority Obligations outstanding to the Agent or the Lenders under the Lender Loan Documents inexcess of the Maximum Priority Debt Amount after the payment in full in cash of all Indenture Secured Obligations, retainedby the Agent or promptly turned over by the Collateral Agent to the Agent in the same form as received, with any necessaryendorsements. Proceeds of any exercise by the Agent or the Collateral Agent, as applicable, of any of their respectivesecured creditor rights or remedies under any of the Loan Documents, under applicable law, or otherwise with respect toany Indenture Priority Collateral or Proceeds thereof; shall be (a) until all Indenture Secured Obligations have been paid infull in cash, retained by the Collateral Agent or promptly turned over by the Agent to the Collateral Agent in the same formas received, with any necessary endorsements for application to the repayment of the Indenture Secured Obligations, and(b) thereafter, retained by the Agent or promptly turned over by the Collateral Agent to the Agent in the same form asreceived, with any necessary endorsements for application to the repayment of the Loan Agreement Secured Obligations.1718 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 41 of 69http://www . sec .gov/ ives/edgar/data/1326686/00010474690501...•(c) Application of Proceeds. The Agent and the Collateral Agent hereby agree that all Collateraland all Proceeds received by either of them upon the exercise of any their secured creditor rights or remedies under any ofthe Loan Documents, applicable law, or otherwise shall be applied,first, to the payment of costs and expenses of the Agent, the Lenders, or of the Collateral Agent, theTrustee, and the Noteholders, as applicable, in connection with such exercise,second, in the case of all Lender Priority Collateral or Proceeds thereof, to the payment of the LoanAgreement Secured Obligations up to (but not in excess of) the Maximum Priority Debt Amount and in the case of allIndenture Priority Collateral and Indenture Exclusive Collateral or Proceeds thereof, to the payment of the Indenture SecuredObligations,third, to the payment of the Indenture Secured Obligations, andfourth, to the payment of any Loan Agreement Secured Obligations still outstanding.In exercising remedies, whether as a secured creditor or otherwise, the Agent shall have no obligation or liability to theCollateral Agent, the Trustee, or to any Noteholder and the Collateral Agent shall have no obligation or liability to the Agentor any Lender regarding the adequacy of any Proceeds or for any action or omission save and except solely an action oromission that breaches the express obligations undertaken by each Party under the terms of this Agreement.Section 4.03 Specific Performance. Each of the Agent and the Collateral Agent is hereby authorized todemand specific performance of this Agreement, whether or not any Borrower shall have complied with any of theprovisions of any of the Loan Documents, at any time when the other shall have failed to comply with any of the provisionsof this Agreement applicable to it; provided, however, the remedy of specific performance shall not be available, and theasserting party shall be free to assert any and all legal defenses it may possess, if such remedy would result in, or otherwiseconstitute, a violation of the Employee Retirement Income Security Act of 1974, as amended. Each of the Agent and theCollateral Agent hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted•as a bar to such remedy of specific performance.1819 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 42 of 69http://www.sec.gov/. ves/edgar/data/1326686/00010474690501..•Section 5.01 Notice of Acceptance and Other Waivers.•ARTICLE V.INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS(a) All Loan Agreement Secured Obligations at any time made or incurred by any Borrower or anyof its Subsidiaries shall be deemed to have been made or incurred in reliance upon this Agreement, and the Collateral Agent,on behalf of itself, the Trustee, and the Noteholders, hereby waives (i) notice of acceptance, or proof of reliance, by theAgent or any Lender of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, ornon-payment of all or any part of the Loan Agreement Secured Obligations. None of the Agent, the Lenders, or any of theirrespective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize uponany of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of anyCollateral or to take any other action whatsoever with regard to the Collateral or any part thereof; except as specificallyprovided in this Agreement. If the Agent or any Lender honors (or fails to honor) a request by any Borrower for an extensionof credit pursuant to the Loan Agreement or any of the Lender Loan Documents, whether Agent or such Lender hasknowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of theIndenture or any Indenture Loan Document or an act, condition, or event that, with the giving of notice or the passage of time,or both, would constitute such a default, or if Agent or any Lender otherwise should take or fail to take any action under orexercise any of its contractual rights or remedies under the Lender Loan Documents (subject to the express terms andconditions hereof), neither the Agent nor any Lender shall have any liability whatsoever to the Collateral Agent, the Trusteeor any Noteholder as a result of such action, omission, or exercise (so long as any such exercise does not breach the expressterms and provisions of this Agreement). The Agent and the Lenders will be entitled to manage and supervise its loans andextensions of credit under the Loan Agreement and other Lender Loan Documents as the Agent and Lenders may, in their solediscretion, deem appropriate, and the Agent and the Lenders may manage their loans and extensions of credit without regardto any rights or interests that the Collateral Agent, the Trustee, or any of the Noteholders have in the Collateral or otherwiseexcept as otherwise expressly set forth in this Agreement. The Collateral Agent, on behalf of itself, the Trustee, and theNoteholders, agrees that neither the Agent nor any Lender shall incur any liability as a result of a sale, lease, license, orother disposition of the Collateral, or any part thereof, pursuant to the Lender Loan Documents conducted in accordance withmandatory provisions of applicable law.(b) All Indenture Secured Obligations at any time made or incurred by any Borrower or any of itsSubsidiaries shall be deemed to have been made or incurred in reliance upon this Agreement, and the Agent and each Lenderhereby waives (i) notice of acceptance, or proof of reliance, by the Collateral Agent, on behalf of itself, the Trustee and theNoteholders, of this Agreement, and (ii) notice of the existence, renewal,1920 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 43 of 69http://www.sec.gov/' • ives/edgar/data/ 1326686/00010474690501...•extension, accrual, creation, or non-payment of all or any part of the Indenture Secured Obligations. None of CollateralAgent, Trustee, or any of the Noteholders nor any of their affiliates, directors, officers, employees, or agents shall be liablefor failure to demand, collect, or realize upon any of the Collateral or for any delay in doing so or shall be under anyobligation to sell or otherwise dispose of any Collateral or to take any other action whatsoever with regard to the Collateralor any part thereof, except as specifically provided in this Agreement. If Collateral Agent, Trustee, or any of theNoteholders should take or fail to take any action under or exercise any of their contractual rights or remedies under theIndenture Agreements (subject to the express terms and conditions hereof), none of Collateral Agent, Trustee, or any of theNoteholders shall have any liability whatsoever to the Agent or the Lenders as a result of such action, omission, or exercise(so long as any such exercise does not breach the express terms and provisions of this Agreement). The Collateral Agent,Trustee, and Noteholders will be entitled to manage and supervise the Indenture Secured Obligations and their rights underthe Indenture Loan Documents as they may, in their sole discretion, deem appropriate, and they may manage without regardto any rights or interests that the Agent has in the Collateral or otherwise except as otherwise expressly set forth in thisAgreement. Subject to Section 2.03, the Agent on behalf of itself and the Lenders, agrees that none of the Collateral Agent,the Trustee, or the Noteholders shall incur any liability as a result of a sale, lease, license, or other disposition of theCollateral, or any part thereof, pursuant to the Indenture Loan Documents conducted in accordance with mandatoryprovisions of applicable law.Section 5.02 Modifications to Lender Loan Documents and Indenture Agreements.(a) The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby agrees that,without affecting the obligations of the Collateral Agent, the Trustee and the Noteholders hereunder, the Agent and theLenders may, at any time and from time to time, in its sole discretion without the consent of or notice to the Collateral Agent,the Trustee or any Noteholder (except to the extent such notice or consent is required pursuant to the express provisions ofthis Agreement), and without incurring any liability to the Collateral Agent, the Trustee or any Noteholder or impairing orreleasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate,restructure, or otherwise modify the Loan Agreement or any of the Lender Loan Documents in any manner whatsoever,including, to•(i) change the manner, place, time, or terms of payment or renew or alter, all or any ofthe Loan Agreement Secured Obligations or otherwise amend, restate, supplement, or otherwise modify inany manner, or grant any waiver or release with respect to, all or any part of the Loan Agreement SecuredObligations or any of the Lender Loan Documents,202l of 332/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 44 of 69http://w ww .sec. goy/ ' • ves/edgar/data/ 1 326686/00010474690501. .•(ii) retain or obtain a Lien on any property of any Person to secure any of the LoanAgreement Secured Obligations, and in that connection to enter into any additional Lender LoanDocuments,(iii) amend, or grant any waiver, compromise or release with respect to, or consent to anydeparture from, any guaranty or other obligations of any Person obligated in any manner under or inrespect of the Loan Agreement Secured Obligations,Person,(iv)(v)release its Lien on any Collateral or other property,exercise or refrain from exercising any rights against any Borrower or any other(vi) retain or obtain the primary or secondary obligation of any other Person with respectto any of the Loan Agreement Secured Obligations, and(vii) otherwise manage and supervise the Loan Agreement Secured Obligations as theAgent and the Lenders shall deem appropriate.(b)The Agent, on behalf of itself and the Lenders, hereby agrees that Collateral Agent, on behalfof itself,the Trustee, and the Noteholders may, at any time and from time to time, in its sole discretion without the consent ofor notice to the Agent (except to the extent such notice or consent is required pursuant to the express provisions of thisAgreement), and without incurring any liability to the Agent, on behalf of itself and the Lenders, or impairing or releasing thesubordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, orotherwise modify the Indenture Agreements in any manner whatsoever, provided, however, that in no event shall CollateralAgent, the Trustee, or any Noteholder obtain a Lien on any assets of Borrower, any Guarantor or any other Person other thanIndenture Exclusive Collateral unless (i) Agent also obtains a Lien on such assets, or (ii) Agent declines in a writing toCollateral Agent to obtain a Lien on such assets.•(c) Notwithstanding anything to the contrary herein, this Section 5.02 shall not be construed toconstitute a waiver by the Collateral Agent, the Trustee, or any Noteholder of Section 4.12 of the Indenture.(d) Notwithstanding anything to the contrary herein, until the Discharge of Loan AgreementSecured Obligations shall have occurred, in no event shall the aggregate principal amount of Indebtedness represented byany notes issued pursuant to the Indenture, including any Notes (or represented by any other evidence of indebtedness forborrowed money under the Notes or the Indenture) at any time exceed an aggregate principal amount equal to $130,000,000.21•22 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 45 of 69http://www.sec.gov/' ives/edgar/ data/1326686/00010474690501...•Section 5.03 Reinstatement and Continuation of Asseement.(a) If Agent or any Lender is required in any Insolvency Proceeding or otherwise to turn over orotherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person any amount (a "Recovery"), then theLoan Agreement Secured Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have beenterminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior terminationshall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date ofreinstatement All rights, interests, agreements, and obligations of the Collateral Agent, the Trustee, the Agent, the Lenders,and the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of thecommencement of or any discharge, confirmation, conversion, or dismissal of any Insolvency Proceeding by or against anyBorrower, any of its Subsidiaries or any other circumstance which otherwise might constitute a defense available to, or adischarge of any Borrower, or any Subsidiary in respect of the Loan Agreement Secured Obligations. No priority or right ofthe Agent and the Lenders shall at any time be prejudiced or impaired in any way by any act or failtwe to act on the part ofany Borrower, any of its Subsidiaries or by the noncompliance by any Person with the terms, provisions, or covenants of theLoan Agreement, the Indenture or any of the other Loan Documents or Indenture Loan Documents, regardless of anyknowledge thereof which the Agent or any Lender may have.(b) If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding orotherwise to turn over or otherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person aRecovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right ofthe Collateral Agent, the Trustee, or any Noteholder shall at any time be prejudiced or impaired in any way by any act orfailure to act on the part of any Borrower, or any of its Subsidiaries or by the noncompliance by any Person with the terms,provisions, or covenants of the Loan Agreement, the Indenture or any of the other Loan Documents or Indenture LoanDocuments, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder may have.ARTICLE VI.INSOLVENCY PROCEEDINGS•Section 6.01 DIP Financing. If any Borrower, any of its Subsidiaries or E&W shall be subject to anyInsolvency Proceeding and the Agent or any Lender shall desire, prior to the Discharge of Loan Agreement SecuredObligations, to permit the use of cash collateral that constitutes Lender Priority Collateral or to permit any Borrower, any ofits Subsidiaries or E&W to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or anysimilar provision under the law applicable to any Insolvency Proceeding ("DIP Financing") to be secured by all or anyportion of the Lender Priority Collateral, then the Collateral Agent, on behalf of itself the Trustee, and22•23 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 46 of 69http://www.sec.gov/' ves/edgar/data/1326686/00010474690501...•the Noteholders, agrees that it will raise no objection to such use of cash collateral or DIP Financing and will not requestadequate protection or any other relief in connection with its or their interest in any such Lender Priority Collateral except tothe extent specified in this Section 6.01 and in Section 6.02. To the extent the Liens in the Lender Priority Collateralsecuring the Loan Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the CollateralAgent, for and on behalf of itself, the Trustee, and the Noteholders, hereby agrees that its Liens in the Lender PriorityCollateral shall be subordinated to such DIP Financing (and all obligations relating thereto) upon the terms and conditionsspecified in this Agreement Until the Discharge of Loan Agreement Secured Obligations has occurred, the Collateral Agent,on behalf of itself, the Trustee, and the Noteholders, agrees that none of them shall seek relief from the automatic stay or anyother stay in any Insolvency Proceeding in respect of the Lender Priority Collateral and will not provide or offer to provideany DIP Financing secured by a Lien in the Lender Priority Collateral senior to or pari passu with the Liens securing theLoan Agreement Secured Obligations, in each case unless the Agent otherwise has provided its express written consent.Until the Discharge of Loan Agreement Secured Obligations, the Collateral Agent, for and on behalf of itself, the Trustee andthe Noteholders, waives any right to seek or obtain a "priming" lien or a lien that would be pari passu with the Agent'sLiens whether as adequate protection for the use of Collateral or Indenture Exclusive Collateral or otherwise.Section 6.02 No Contest The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agreesthat, prior to the Discharge of Loan Agreement Secured Obligations, none of them shall contest (or support any other Personcontesting) (a) any request by the Agent or any Lender for adequate protection, or (b) any objection by the Agent or anyLender to any motion, relief; action, or proceeding based on Agent or any Lender claiming that their interests in the LenderPriority Collateral are not adequately protected or any other similar request under any law applicable to an InsolvencyProceeding. Notwithstanding the foregoing, in any Insolvency Proceeding, if the Agent or any Lender is granted adequateprotection in the form of additional collateral in connection with any DIP Financing or use of cash collateral underSection 363 or Section 364 of Title 11 of the United States Code or any similar provision under the law applicable to anyInsolvency Proceeding, then the Collateral Agent, on behalf of itself; the Trustee, or any of the Noteholders, may seek orrequest adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed tobe subordinated to the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Ma.ldrmanPriority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority.The Agent, on behalf of itself and the Lenders, agrees that until the Indenture Secured Obligations are paid in full in cash,•none of them shall contest (or support any other Person contesting) (a) any request by the Collateral Agent or any Noteholderfor adequate protection in the Indenture Priority Collateral or the Indenture Exclusive Collateral, or (b) any objection by theCollateral Agent or any Noteholder to any motion, relief, action, or proceeding based on Collateral Agent or any Noteholderclaiming that their interests in the Indenture23•24 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 47 of 69http://www.sec.gov/ ives/edgar/data/1326686/00010474690501...•Priority Collateral or Indenture Exclusive Collateral are not adequately protected or any other similar request under any lawapplicable to an Insolvency Proceeding, but only to the extent that such request is consistent with and subject to the otherprovisions of this Intercreditor Agreement, including Sections 2.01 and 6.01. In the event the Collateral Agent, on behalf ofitself; the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in theform of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of theNoteholders, agrees that the Agent and Lenders also shall be granted a senior Lien on such additional collateral as securityfor the Loan Agreement Secured Obligations (and for any such DIP Financing) and that any Lien on such additional collateralsecuring the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateralsecuring the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Priority Debt Amount and anysuch DIP Financing and any other Liens granted to the Agent as adequate protection on the same basis as the Lien Priorityand subject to the other terms and conditions of this Agreement. Nothing contained herein shall prohibit or in any way limitthe Agent and the Lenders, prior to the Discharge of Loan Agreement Secured Obligations, from objecting in any InsolvencyProceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including theseeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the CollateralAgent, the Trustee or any Noteholder of any of its rights and remedies under the Indenture Loan Documents or otherwiseexcept with respect to the Indenture Exclusive Collateral or the Indenture Priority Collateral.Section 6.03 Asset Sales. The Collateral Agent agrees, on behalf of itself; the Trustee, and the Noteholders,that prior to the Discharge of Loan Agreement Secured Obligations, it will not oppose any sale consented to by Agent or anyLender of any Lender Priority Collateral pursuant to Section 365(f) of Title 11 of the United States Code (or any similarprovision in any other applicable Bankruptcy Law) so long as the proceeds of such sale are applied in accordance with thisAgreement.Section 6.04 Enforceability. The provisions of this Agreement are intended to be and shall be enforceableunder Section 510 of Title 11 of the United States Code. The Collateral Agent, on behalf of itself, the Trustee, and theNoteholders, agrees that all distributions that the Collateral Agent, the Trustee, or any Noteholder receives in any InsolvencyProceeding on account of the Lender Priority Collateral or Proceeds thereof shall be held in trust by such Person and turnedover to the Agent for application in accordance with Section 4.02 of this Agreement. The Agent, on behalf of itself and the•Lenders, agrees that all distributions that the Agent or any Lender receives in any Insolvency Proceeding on account of theindenture Priority Collateral, the Indenture Exclusive Collateral or Proceeds thereof shall be held in trust by such Person andturned over to the Collateral Agent for application in accordance with Section 4.02 of this Agreement. To the extent that anyamounts received by any Person are paid over in24•25 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 48 of 69http://www.sec.gov/ ' --'tives/edgar/data/1326686/00010474690501...•connection with this provision, the obligations owed by any Borrower to such Person will be deemed to be reinstated to theextent of the amounts so paid over.ARTICLE VII.MISCELLANEOUSSection 7M1 Rights of Subrogation. The Collateral Agent agrees that no payment or distribution to theAgent or any Lender on account of Lender Priority Collateral or Proceeds thereof pursuant to the provisions of thisAgreement shall entitle the Collateral Agent, the Trustee, or any Noteholder to exercise any rights of subrogation in respectthereof until the Discharge of Loan Agreement Secured Obligations shall have occurred. Following the Discharge of LoanAgreement Secured Obligations, the Agent agrees to execute such documents, agreements, and instruments as the CollateralAgent, the Trustee or any Noteholder may reasonably request to evidence the transfer by subrogation to any such Person ofan interest in the Loan Agreement Secured Obligations resulting from payments or distributions to the Agent on account ofthe Lender Priority Collateral or Proceeds thereof by such Person, so long as all costs and expenses (including allreasonable legal fees and disbursements) incurred in connection therewith by the Agent are paid by such Person uponrequest for payment thereof.Section 7.02 Further Assurances. Each Party will, at its own expense (but subject to such Party'sreimbursement rights under the Lender Loan Documents or Indenture Loan Doctanents, as applicable) and at any time andfrom time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may benecessary or desirable, or that either Party may reasonably request, in order to protect any right or interest granted orpurported to be granted hereby or to enable the Agent or the Collateral Agent to exercise and enforce its rights and remedieshereunder; provided, however, that no Party shall be required to pay over any payment or distribution, execute anyinstruments or documents, or take any other action referred to in this Section 7.02 to the extent that such action wouldcontravene any law, order or other legal requirement, and in the event of a controversy or dispute, such Party may interpleadany payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such paymentor distribution under this Section 7.02.•Section 7.03 Representations. The Original Agent represents and warrants to the Collateral Agent that ithas the requisite power and authority under the Original Loan Agreement to enter into, execute, deliver, and carry out thetarns of this Agreement. The Collateral Agent represents and warrants that it has the requisite power and authority under theIndenture to enter into, execute, deliver, and carry out the terra of this Agreement on behalf of itself the Trustee, and theNoteholders.Section 7.04 Amendments. No amendment or waiver of any provision of this Agreement nor consent to anydeparture by any Party hereto shall be effective unless it is in a written agreement executed by the Collateral Agent and theAgent, and then such25•26 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 49 of 69http://www.sec.gov/ -"ives/edgar/data/1326686/000 I 0474690501...•waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.Section 7.05 Addresses for Notices. All demands, notices and other communications provided forhereunder shall be in writing and, if to the Collateral Agent, mailed or sent by telecopy or delivered to it, addressed to it asfollows:With a copy to:The Bank of New York Trust Company, N.A.One Wall StreetNew York, New York 10286Attention: Corporate Trust DepartmentTelephone: (212) 852-1662Facsimile: (212) 852-1626Attention:Facsimile:and if to the Agent, mailed, sent or delivered thereto, addressed to it as follows:• With a copy to:Wells Fargo Foothill, Inc.2450 Colorado AvenueSuite 3000 WestSanta Monica, CA 90404Attention Structured Finance Division ManagementFacsimile: (310) 453-7442Paul, Hastings, Janofsky & Walker LLP515 South Flower Street, 25th FloorLos Angeles, California 90071Attention Hydee R. Feldstein, Esq.Facsimile: (213) 627-0705or as to any party at such other address as shall be designated by such party in a written notice to the other parties complyingas to delivery with the terms of this Section 7.05. MI such demands, notices and other communications shall be effective,when mailed, two business days after deposit in the mails, postage prepaid, when sent by telecopy, when receipt isacknowledged by the receiving telecopy equipment (or at the opening of26•27 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 50 of 69http://w ww.sec.gov/ " ives/edgar/data/1326686/00010474690501...•the next business day if receipt is after normal business hours), or when delivered, as the case may be, addressed asaforesaid.Section 7.06 No Waiver. Remedies. No failure on the part of any Party to exercise, and no delay inexercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any righthereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided arecumulative and not exclusive of any remedies provided by law.Section 7.07 Continuing Agreement. Transfer of Priority Obligations. This Agreement is a continuingagreement and shall (i) remain in full force and effect until the Discharge of the Loan Agreement Secured Obligations shallhave occurred and the Indenture Secured Obligations shall have been paid in full, (ii) be binding upon the Parties and theirsuccessors and assigns, and (iii) inure to the benefit of and be enforceable by the Parties and their respective successors,transferees and assigns. Without limiting the generality of the foregoing clause (iii), the Agent or any Lender or theCollateral Agent, the Trustee, or any Noteholder may assign or otherwise transfer all or any portion of the Loan AgreementSecured Obligations or the Indenture Secured Obligations, as applicable, to any other Person (other than Borrower, anyGuarantor or any Affiliate of Borrower and any Subsidiary of Borrower or any Guarantor), and such other Person shallthereupon become vested with all the rights and obligations in respect thereof granted to the Agent or any Lender or theCollateral Agent, the Trustee, or any Noteholder, as the case may be, herein or otherwise.Section 7.08 Gov ' Law: Entire Agreement This Agreement shall be governed by, and construed inaccordance with, the laws of the State of New York applicable to contracts made and to be performed in the State of NewYork, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New YorkCivil Practice Laws and Rules 327(b) except as otherwise preempted by applicable federal law. This Agreementconstitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedesany prior agreements, written or oral, with respect thereto.Section 7.09 Counterparts. This Agreement maybe executed in any number of counterparts (including viafacsimile or electronic mail), and it is not necessary that the signatures of all Parties be contained on any one counterparthereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.Section 7.10 No Third Party Beneficiary. This Agreement is solely for the benefit of the Parties (and theirpermitted assignees). No other Person (including any Borrower, or any Affiliate of Borrower and any Subsidiary ofBorrower) shall be deemed to be a third party beneficiary of this Agreement27•28 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 51 of 69http://www.sec.gov/' • ' ves/edgar/data/1326686/00010474690501...•Section 7.11 Headings. The headings of the articles and sections of this Agreement are inserted forpurposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereofSection 7.12 Severability. If any of the provisions in this Agreement shall, for any reason, be held invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision ofthis Agreement and shall not invalidate the Lien Priority or any other priority set forth in this Agreement.Section 7.13 Collateral Agent Status. Nothing in this Agreement shall be construed to operate as a waiverby the Collateral Agent, with respect to any Borrower, any of its Subsidiaries, the Trustee, or any Noteholder, of the benefitof any exculpatory rights, privileges, immunities, indemnities, or reliance rights contained in the Indenture or any of the otherIndenture Loan Documents. For all purposes of this Agreement, the Collateral Agent may (a) rely in good faith, as to mattersof fact, on any representation of fact believed by the Collateral Agent to be true (without any duty of investigation) and that iscontained in a written certificate of any authorized representative of the Borrowers or of the Lenders, and (b) assume ingood faith (without any duty of investigation), and rely upon, the genuineness, due authority, validity, and accuracy of anycertificate, instrument, notice, or other document believed by it in good faith to be genuine and presented by the properperson. Each Borrower and Agent expressly acknowledge that the subordination and related agreements set forth herein bythe Collateral Agent are made solely in its capacity as Collateral Agent under the Indenture with respect to the Notes issuedthereunder and the other Indenture Loan Documents and are not made by the Collateral Agent in its individual commercialcapacity.Section 7.14 Acknowledgment. Each Borrower hereby acknowledges that it has received a copy of thisAgreement and consents thereto, and agrees to recognize all rights granted thereby to the Agent and the Collateral Agent andwill not do any act or perform any obligation which is not in accordance with the agreements set forth in this Agreement.Each Borrower further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under thisAgreementSection 7.15 VENUE; JURY TRIAL WAIVER•(a) THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING INCONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE ANDFEDERAL COURTS LOCATED IN THE CITY OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK,PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHERPROPERTY MAY BE BROUGHT, AT LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERELENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BEFOUND. EACH PARTY HERETO WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,28•29 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 52 of 69http://www .sec.gov/ " iv es/edgar/data/1326686/00010474690501...• ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TOVENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 7.15.(b) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURYTRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANYOF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTYHERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILYWAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OFLITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THECOURT.Section 7.16 Intercreditor Agreement This Agreement is the Intercreditor Agreement referred to in theIndenture. If this Agreement or all or any portion of either Party's rights or obligations hereunder are assigned or otherwisetransferred to any other Person, such other Person shall execute and deliver an agreement containing terms substantiallyidentical to those contained in this AgreementSection 7.17 Gaming Laws.(a) Notwithstanding anything in this Agreement to the contrary, the Collateral Agent and the Agentacknowledge, understand and agree that the Gaming Laws may impose certain licensing or transaction approvalrequirements prior to the exercise of the rights and remedies granted to them under this Agreement and the Loan Documentswith respect to the Collateral subject to the Gaining Laws.(b)If any consent wider the Gaming Laws is required in connection with the taking of any of theactions which may be taken by either the Collateral Agent or the Agent in the exercise of their rights hereunder, then agreesto use its best efforts to secure such consent and to cooperate with the other party in obtaining any such consent. Upon theoccurrence and during the continuation of any event of default under any Loan Document, each party shall promptly execute•and/or cause the execution of all applications, certificates, instruments, and other documents and papers that the CollateralAgent or the Agent may be required to file in order to obtain any necessary approvals under the Gaming Laws.[signature pages follow]29•30 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 53 of 69http://www.sec.gov/ ' ' ives/edgar/data/1326686/00010474690501...•IN WITNESS WHEREOF, the Agent, the Collateral Agent, and the Borrowers have caused this Agreement to beduly executed and delivered as of the date first above written.AGENT:WELLS FARGO FOOTHILL, INC.,a California corporationBy: /s/ Jim FamerName: Jim FarnerTitle: Senior Vice President30••31 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 54 of 69http://ww w. se c. goy/ ves/edgar/data/1326686/00010474690501.•COLLATERAL AGENT: THE BANK OF NEW YORK TRUSTCOMPANY, NA.,solely in its capacity as Collateral Agent (andnot individually)By: /s/Name:Title:31••32 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 55 of 69http://www.sec.gov/, 'ves/edgar/data/1326686/00010474690501...• BORROWERS: 155 EAST TROPICANA, LLC,a Nevada limited liability companyBy: /s/ Neil G. KieferNam: Neil G. KieferTitle: Chief Executive Officer155 EAST TROPICANA FINANCE CORP.,a Nevada corporationBy. Is/ Neil G. KieferName: Neil G. KieferTitle: President32••33 of 33 2/3/2009 2:09 PM

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 56 of 69EXHIBIT 22

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 57 of 69Non,.ooWHEN RECORDED MAIL TO ANDRECORDING REQUESTED BY:Fidelity National Title Insurance Company135 Main St. Ste.1900San Francisco , CA 94105Inst #: 201102020001639Fees: $216.00N!C Fee: $0.000210212011 10:29:02 AMReceipt #: 662232Requester:FIDELITY NATIONAL TITLE LASRecorded By: SUO Pgs: 3DEBBIE CONWAYCLARK COUNTY RECORDERThe undersigned hereby affirms that there is no Social Security number contained in this document.Trustee Sale No. 10-01569-4 Fee APN: 162-28-101-002; 182-28-102-001PROPERTY ADDRESS: 115 East Tropicana Avenue, Las Vegas, NV 89109 and155 East Tropicana Avenue, Las Vegas, NV 89109NOTICE OF BREACH AND DEFAULT AND OF ELECTION TO CAUSESALE OF REAL PROPERTY UNDER DEED OF TRUSTNOTICE IS HEREBY GIVEN THAT: Fidelity National Title Insurance Company is either theoriginal trustee, the duly appointed substituted trustee, or acting as agent for the trustee orbeneficiary under that certain Deed of Trust, Fixture Filing with Assignment of Rents and Leases,and Security Agreement (together with any modifications thereto, the' "Deed of Trust") dated asof March 29, 2005, executed by 115 East Tropicana, LLC, a Nevada limited liability company, astrustor (the "Original Trustor"), to secure certain obligations in favor of The Bank of New YorkTrust Company, NA, a national banking association, in its capacity as collateral agent, Itssuccessors and assigns, as its interests may appear, as beneficiary (the "Original Beneficiary"),recorded on March 29, 2005, as Instrument No. 0002531, in Book 20050329 of Official Records inthe office of the Recorder of Clark County, Nevada and thatThe Deed of Trust encumbers certain property more particularly described therein (the "TrustProperty") and thatThe Deed of Trust secures the payment of and the performance of certain obligations, including,but not limited to, the obligations set forth in the Deed of Trust and in any other IndentureDocument, and that term is defined In the Deed of Trust (collectively, and together with anymodifications thereto, the "Secured Obligations"), Including, without limitation, the paymentobligations set forth (a) in those certain 8 3/4% Series A Senior Secured Notes due April 1, 2012,having an aggregate amount of $130,000,000.00; and thatIThe term "Trustor" as used herein shall mean either the Original Trustor or, if applicable, itssuccessor in interest with respect to the Trust Property, and thatThe term "Beneficiary" as used herein shall mean either the Original Beneficiary or, if applicable,Its successor in interest with respect to the Trust Property, and thatThe term "Trustee" as used herein shall mean either the original trustee set forth in the Deed ofTrust or, if applicable, its successor in Interest with respect to the Trust Property, and that

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 58 of 69Notice is hereby given that a breach of, and default in, the obligations for which said Deed ofTrust is security has occurred in that the Trustor has failed to perform obligations pursuant to orunder the Note and/or the Deed of Trust, specifically: failed to pay the installment of interestwhich became due on April 1, 2009, and thereafter; together with interest due thereon; failed topay attorneys' fees and expenses; permitted defaults to occur under the terms and conditions ofobligations secured by a senior deed of trust, and thatThe Trustor has failed, or shall hereafter fail, , to pay all other and subsequent interest and/or•principal together with late charges and/or default interest and/or any and all other obligationsand indebtedness as may become due under"-the terms of or under the Note and/or Deed of'Trust and not performed and/or paid Including, without limitation, reimbursement to theBeneficiary and/or the Trustee of any of the following fees, costs and expenses heretofore orhereafter Incurred, suffered or paid by the Beneficiary and/or the Trustee in connection with theNote and/or Deed of Trust, the Trustor or the Trust Property:1. Attorneys' fees and costs including, without limitation, those incurred In connection withforeclosure of the Deed of Trust, appointment of a receiver with respect to the Trust Property,.,,litigation over the amount, validity, enforcement or priority of the Note and/or Deed of Trust, orcommencement of an action or proceeding for relief from any bankruptcy court or other judicialor administrative stay, order or injunction, and all other such matters;2. Real and/or personal property taxes, or payments under or with respect to prior or juniorliens or encumbrances, insurance premiums and all other such matters;.3. Protection, preservation, repairs, restoration or completion of the Trust Property, and allother such matters;4. Compliance with any applicable laws, regulations or orders, and all other such matters;5.. Trustee's fees, trustee's sale guarantee premiums, and other foreclosure costs, and allother such matters; and that • • •It is the Intention of the Beneficiary to include rhoirein all delinquent `sums •or obligations now orhereafter secured by and under the Deed .of Trust, whether presently known or unknown, andwhether or not specifically set forth herein, and thatThat by reason of the' breach and default, the present beneficiary under the Deed of Trust, doeshereby declare all sums secured by the Deed of Trust are immediately due and payable, andnotice is hereby given of the election of the beneficiary to cause the Trustee to sell the propertydescribed in the Deed of Trust In the manner provided therein.NRS Section 107.080 permits certain defaults to be cured upon payment of the amountsrequired by that section without requiring payment of the portion of the principal and interestwhich would not be due had not default occurred. Where reinstatement is possible if the defaultIs not cured within 35 days following recording and mailing of the notice to truster or trustor's• successors in interest, the right of reinstatement will terminate and the property may thereafter.be sold.• Beneficiary hereby elects to conduct a unified foreclosure sale and to include In the non judicialforeclosure of the estate described in this Notice of Breach and Default and of Election to CauseSale of Real Property Under Deed of Trust all of the personal property and fixtures described inthe Deed of Trust arid in other instruments executed by the Trustor in favor of the Beneficiary.Beneficiary reserves The right to revoke its election as to some or all of said personal propertyand/or fixtures, or to add additionaif personal] property and/or fixtures to the election herein

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 59 of 69expressed, at Beneficiary's sale to be .cOnducted pursuant to the Deed of Trust and this Notice ofBreach and Default and of Election to Cause 8ale.of Real Property Under Deed of Trust.To find out the amount you must pay, or to arrange for payment to stop the foreclosure, contact:Sidley Austin LLPc/o Fidelity National Title Insurance Company135 Main St. Ste.1900San Francisco, CA 94105Phone: 415-247-2450T.S. No.:10-01569-4 FeeDated: February 2, 2011 Fidelity National Title Insurance Company,TrusteeBy: authorized signatureM Citroka di 1 ( i‘CtriNk , AV 9State of Nviad ot,County of 0 kr,_,/ 14.On Cal 2, tOt ( before me, C. einftifYi \at 1 LO,Y) Notary Public in andfor said county, personally appeared 1-1',C111PLILI:t t,tiarte/ who provedto me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribedto the within instrument and acknowledged to me that he/she/they executed the *same inhis/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument theperson(s), or the entity upon behalf of which the person(s) acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State ofthe foregoing paragraph is true and correct.WITNESS my hand and official seal.Signature•...JTARY PUBLICCou= sayt" sutmv146-vadsC.• No. 03.81110-12011My Appointment Eqice$ Muth Z4,(Seal)

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 60 of 69EXHIBIT 23

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 61 of 6910P-OW■-(1'WHEN RECORDED MAIL TO ANDRECORDING REQUESTED BY:Lawyers Title of Nevada Inc.135 Main Street, Suite 1900San Francisco, CA 94105lest #: 201107140003075Fees: $20.00NM Fee: $25.000711412©1101:08:02 PMReceipt #: 844401Requestor:FIDELITY NATIONAL TITLE LASRecorded By: BRT Pgs: 7DEBBIE CONWAYCLARK COUNTY RECORDERAPN : 162-28-101-002; 162-28402-001The undersigned hereby affirms that there is no Social Security number contained in thisdocumentTrustee Sale No. 10-01569-4 Client Reference No. 115 East TropicanaNOTICE OF TRUSTEE'S SALEIMPORTANT NOTICE TO PROPERTY OWNERYOU ARE IN DEFAULT UNDER A DEED OF TRUST, FIXTURE FILING WITHASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENTDATED March 29, 2005. UNLESS YOU TAKE ACTION TO PROTECT YOURPROPERTY, IT MAY BE SOLD AT A PUBLIC SALE. IF YOU NEED ANEXPLANATION OF THE NATURE OF THE PROCEEDINGS AGAINST YOU,YOU SHOULD CONTACT A LAWYER.On August 8, 2011, at 10:00 AM, Lawyers Title of Nevada, Inc., as duly appointedTrustee WILL SELL AT PUBLIC AUCTION TO THE HIGHEST BIDDER FOR CASH atthe front entrance to The Nevada Legal News located at 930 So. Fourth St., LasVegas, NV 89101, all right, title and interest conveyed to and now held by it under andpursuant to Deed of Trust Recorded on March 29, 2005, as Instrument No. 0002531, InBook 20050329 of the Official Records in the office of the Recorder of Clark County,Nevada, executed by 155 East Tropicana, LLC, a Nevada limited liability company, asTrustor, The Bank of New York Trust Company, NA., a national banking association, inits capacity as collateral agent, its successors and assigns, as its interests may appear,as Beneficiary, all that certain property situated in said County and State, and morecommonly described as:

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 62 of 69APN: 162-28-101-002; 162-28-102-001SEE "EXHIBIT A" ATTACHED HERETO AND MADE A PART HEREOFThe property heretofore described is being sold "as is". The street address and othercommon designation, if any, of the real property described above is purported to be: 115East Tropicana Avenue, 155 E. Tropicana Avenue, Las Vegas, NVThe undersigned Trustee disclaims any liability for any incorrectness of the street addressand other common designation, if any, shown herein. Said will be made, but withoutcovenant or warranty express or implied, regarding title, possession or encumbrances, topay the remaining unpaid balance of the obligations secured by the property to be soldand reasonably estimated costs, expenses and advances as of the first publication dateof this Notice of Trustee's Sale, to wit $164,975,664.20 estimated. Accrued interest andadditional advances, if any, will increase the figure prior to sale. The property offered forsale excludes all funds held on account by the property receiver, if applicable.The Deed of Trust secures the payment of and the performance of certain obligations,including, but not limited to, the obligations set forth in the Deed of Trust and in any otherIndenture Document, and that term is defined in the Deed of Trust (collectively, and togetherwith any modifications thereto, the "Secured Obligations"), including, without limitation, thepayment obligations set forth (a) in those certain 8 3/4% Series A Senior Secured Notes dueApril 1, 2012, having an aggregate amount of $130,000,000.00;Beneficiary's bid at sale may include all or part of said amount. In addition to cash, theTrustee will accept, all payable at time of sale in lawful money of the United States aCashier's check drawn by a state or national bank, a check drawn by a state or federalcredit union, or a check drawn by a state or federal savings and loan association, savingsassociation, or savings bank specified in the applicable sections of the NevadaAdministrative Code and authorized to do business in the State of Nevada, or other suchfunds acceptable to the Trustee.Beneficiary has elected and does hereby elects to conduct a unified foreclosure salepursuant to the provisions of Nevada Revised Statutes 104.9604, et seq., and to includein the nonjudicial foreclosure of the estate described in this Notice of Trustee's Sale all ofthe personal property and fixtures described in the Deed of Trust and in any otherinstruments in favor of Beneficiary, which property is more particularly described in"Exhibit B" hereto. Beneficiary reserves the right to revoke its election as to some or all ofsaid personal property and/or fixtures, or to add additional personal property and/orfixtures to the election herein expressed, at Beneficiary's sole election, from time to timeand at any time until the consummation of the trustee's sale to be conducted pursuant tothe Deed of Trust and this Notice of Trustee's Sale.The beneficiary under the Deed of Trust heretofore executed and delivered to theundersigned, a written Declaration of Default and Demand for Sale. The undersignedcaused said Notice of Breach and Default and of Election to Cause Sale of Real PropertyUnder Deed of Trust to be recorded in the County where the real property is located andmore than three months have elapsed since such recordation.SALE INFORMATION CAN BE OBTAINED ON LINE AT www.prloritypostIng.comAUTOMATED SALES INFORMATION PLEASE CALL 714-573-1965

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 63 of 6910-01569-4Lawyers Title of Nevada Inc., as Trustee Date: July 12, 2011135 Main Street, Suite 1900San Francisco, CA 94105Phone No.: 415-247-2450Tamale Dailey, Authorized SignatuState of California}ss.County of San Francisco )ssOn July 12, 2011 before me, Elide Rosado, Notary Public, personally appeared TamaleDailey, who proved to me on the basis of satisfactory evidence to be the person(s) whosename(s) is/are subscribed to the within instrument and acknowledged to me thathe/she/they executed the same in hls/herltheir authorized capacity(ies), and that byhis/her/their signature(s) on the instrument the person(s), or the entity upon behalf ofwhich the person(s) acted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that theforegoing paragraph is true and correct.WIT S hen d , I61W 01001Pir ifEli R do e,""S.My ommission Ex rch 14, 2014

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 64 of 69T.S. No.: 10-015694Loan No.: 115 East TropicanaExhibit "A"LEGAL DESCRIPTIONTHE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTYOF CLARK, STATE OFNEVADA, AND IS DESCRIBED AS FOLLOWS:Parcel One (1):That portion of the West Half (W 1/2) of the Northeast Quarter (NE 114) of the Northwest. Quarter (NW1/4) of Section 28, Township 21 South, Range 51 East, M.D.M., described as follows:Commencing at the North Quarter (N 114) corner of said Section 28;Thence South 89°50'14" West, along the North line of the Northwest Quarter (NW 114) of said Section 28,a distance of 1,318.16 feet to a point;Thence South 02°54'50'4 East, a distance of 101.41 feet to a point on the South right of way line ofTropicana Avenue (100 feet wide) said point also being the Northwest (NW) corner of Tropicana Park, asshown by map thereof on file in Book 8 of Plats, Page 37 and reverted to acreage by map thereon on filein Book 15 of Plats, Page 11, Clark County Records said point being the True Point of Beginning;Thence. North 87°11'36" East, along said South right of way line, a distance of 452.59 feet to a point oftangency of a curve concave to the Southwest and having a radius of 15.00 feet;Thence along said curve through a central angle of 89°50'04" an arc length of 23.52 feet to a point on theWesterly right of way line of Scott Street, as shown on said plats;Thence South 02°58'20" East, along said right of way line, a distance of 631.04 feet to a point on thecenterline of Mona Avenue, as shown on the aforementioned plat of Tropicana Park;Thence South 87°01'40" West, along said centerline, and the Westerly extension thereof, a distance of468.21 feet to a point on the West line of said Tropicana Park;Thence North 02°54'50" West, along said line to the True Point of Beginning.Excepting Therefrom that portion of said land conveyed to the State of Nevada by deed recorded June23, 1999, in Book 990623, Doc/Inst.No. 02544, Official Records, Clark County, Nevada.Assessor's Parcel Number. 162-28-101-002Parcel Two (2):The. Easterly 150 feet of the West Half (W 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 1/4) of Section 28, Township 21 South, Range 61 East, M.D.M.,Except the portion thereof conveyed to the State of Nevada by Deed recorded May 29, 1959 asDocument No. 162200 of Official Records, Clark County, Nevada Records.Further Excepting the interest in the South 30 feet and the West 20 feet conveyed to Clark County forroads, utilities and other public and incidental purposes by Deed recorded September 13, 1971 asDocument No. 128706.Further Excepting that portion of said land conveyed to Ben Hur Hotel, Inc., described as follows:Commencing at the Southeast (SE) corner of the Northeast Quarter (NE 1/4) of the Northwest Quarter(NW 114) of said Section 28;

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 65 of 69Thence North 88°431r West along the South line thereof a distance of 658.98 feet to the Southwest(SW) corner of the East Half (E 1/2) of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4)of Section 28, said point being the True Point of Beginning;Thence Continuing North 88°4317" West, a distance of 148.90 feet to the Southeast (SE) corner of theTropicana Park Subdivision as shown in. Book 8 of Plats, Page 37, Clark County Records, Nevada;Thence North 00°2617* West along the East line of said Tropicana Park a distance of 571.77 feetThence North 89°38'50" East a distance of 149.91 feet to a point in the West line of the East Half (E 1/2)of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4) of Section 28;Thence South 00°19'51" East a distance of 576.01 feet to the True Point of Beginning.Further excepting that certain spandrel area conveyed to Clark County for road purposes by Deedrecorded May 4, 1987 in Book 870504, as Document No. 00953 and re-recorded May 20, 1987, in Book870520, as Document No. 00620, Official RecordsAssessors Parcel Number: 162-28-102-001APN: 162-28-101-002, 162-28-102-001

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 66 of 69T.S. No.: 10-01569-4Loan No.: 115 East TropicanaExhibit nErCapitalized terms not defined herein shall have the same meaning as those in the Deed of Trust.All intangible personal property, including, without (a) the rights to use all names and all derivations thereof now orhereafter used by Grantor in connection with the Land (as defined below), or the Improvements (as defined below),including, without limitation, the names "Hotel San Remo Casino and Resort", and 'Hooters Casino Hotel s (or othersimilar name using the Hooters Brand) and any variation thereof, together with the goodwill associated therewith, andall names, logos, and designs used by Grantor, or in connection with the Land or the Improvements or in whichGrantor has rights, with the exclusive right to such names, logos and designs wherever they are, now or hereafter usedin connection with the Land or the Improvements, and any and all other trade names, trademarks or service marks,whether or not registered, now or hereafter used in operation of the Land or the Improvements, including, withoutlimitation, any interest as a licensee or franchisee, and, in each case, together with the goodwill associated therewith;(b) maps, plans, specifications, surveys, studies, tests, reports; data, and drawings relating to the development of theLand or the Improvements and the construction of the Improvements, including, without limitation, all marketing plans,.feasibility studies, soil,tests, design contracts and all contracts and agreements of Grantor relating thereto and allarchitectural, structural, mechanical, and engineering plans and specifications, studies, data and drawings prepared foror relating to the development of the Land or the Trust Property (as defined below) or the construction, renovation orrestoration of any of the Improvements or the extraction of minerals, sand, gravel or other valuable substances fromthe Land; (c) any and all books, records, customer lists (including lists or information derived from or related to thePlayer Tracking System (as defined below), described within the definition of "Tangible Property"), concessionagreement, supply or service contracts, licenses, permits, governmental approvals (to the extent such licenses,permits and approvals may be pledged under applicable law), signs, goodwill, casino and hotel credit and chargerecords, supplier lists, checking accounts, safe deposit boxes (excluding the contents of such deposit boxes owned bypersons other than the Issuer), cash, instruments, and all "chattel paper" as such term is defined in Section 9-102 ofthe UCC, documents, unearned premiums, deposits, refunds, including, but not limited to, income tax refunds, prepaidexpenses, rebates, tax and insurance escrow and impound accounts, if any, actions and rights in action, and all otherclaims, and all other contract rights and general intangibles resulting from or used in connection with the operation ofthe Trust Property and in which Grantor now or hereafter has rights; (d) all of Grantor's documents, instruments,contract rights, and general intangibles including, without limitation, all insurance policies, permits, licenses, franchisesand agreements required for the use, occupancy or operation of the Land, or any of the Improvements; (e) generalintangibles, vacation license resort agreements or other time share license or right to use agreements with respect tothe Land, the. Improvements and/or the business being conducted thereon, including, without limitation, all rents,issues, profits, income and maintenance fees resulting therefrom whether any of the foregoing is now owned orhereafter acquired and (f) any and all licenses, permits, approvals (to the extent such licenses, permits, approvals arenot prohibited from being pledged under applicable law), variances, special permits, franchises, certificates, rulings,certifications, validations, exemptions, filings, registrations, authorizations, consents, approvals, waivers, orders, rightsand agreements (including options, option rights and contract rights) now or hereafter obtained by Grantor from anygovernmental, administrative or regulatory agency, authority, department, commission, board, bureau, orinstrumentality of the United States, any state of the United States, or any political subdivision thereof, Including,without limitation, any Gaming Authority, or any court, arbitrator or quasi judicial authority having or claimingjurisdiction over the Land, the Tangible Property, or any other element of the Trust Property or providing accessthereto, or operation of any business on, at, or from the Land, including, without limitation, any gaming licenses;All goods (whether such goods are in the possession if the Grantor or a lessee, bailee or other person for sale, lease,storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components,supplies, materials or consigned or returned or repossessed goods) which are held for sale orlease or are to befurnished (or which have been furnished) under any contract of service'or which are raw materials or work in progressor materials used or consumed in any of Grantor's businesses;All tangible personal property, including, without limitation, all goods, equipment, supplies, building and other materialsof every nature whatsoever and all other tangible personal property constituting a part or portion of the Trust Propertyand/or used in the operation of any hotel, casino, restaurant, store, parking facility, special events arena, theme park,and other commercial operations on the Trust Property, including, but not limited to, Inventory, communicationsystems, visual and electronic surveillance systems and transportation systems and not constituting a part of the realproperty subject to the lien of the Deed of Trust and including all property and materials stored on all or any portion ofthe Trust Property in which Grantor has an interest and all tools, utensils, food and beverage, liquor, uniforms, linens,housekeeping and maintenance supplies, vehicles, fuel, advertising and promotional material, blueprints, surveys,plans and other documents relating to the Land or the Improvements, and all construction materials and all Fixtures,(as defined below) including but not limited to, all gaming equipment and devices which are used in connection with

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 67 of 69the operation of the Trust. Property and those Items of Fixtures which are purchased or leased by Grantor, machineryand any other item of personal property in which Grantor now or hereafter owns or acquires an interest or right, andwhich are used or useful in the construction, operation, use and occupancy of the Trust Property; to the extentpermitted by the applicable contract or Applicable Law, all financial equipment, computer equipment, player trackingsystems (including all computer hardware, operating software programs and all right, title and interest in and to anyapplicable license therefore, the "Player Tracking Systems"), calculators, adding machines, video game and slotmachines, and any other electronic equipment of every nature used or located on any part of the Trust Property, andall present and future right, title and interest of. Grantor in and to any casino operator's agreement, license agreementor sublease agreement used in connection with the Trust Property;All of Grantor's right, title, and interest in and to (1) the fee interest in the real property together with any greater estatetherein now owned or as hereafter may be acquired by Grantor (the "Land"), (2) all improvements now owned orhereafter acquired by Grantor, now or at any time situated, placed or constructed upon the Land (the Improvements";the Land and improvements are collectively referred to herein as the "Premises"), (3) all materials, supplies,equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now orhereafter attached to or installed in any of the Improvements or the Land, and water, gas, electrical, telephone, stormand sanitary sewer facilities and all other utilities whether or not situated in easements (the "Fixtures"), (4) all reserves,escrows or impounds required under the Indenture and all deposit accounts maintained by Grantor with respect to theTrust Property (the "Deposit Accounts"), (5) those certain lease agreements, as they may be amended, modified andextended thereof (collectively, the "Ground Leases') by and between Eastern and Western Hotel Corporation, aslessee, and Grantor, as lessor, as the same may be amended, restated, renewed or extended from time to time, (8)811existing and future leases, subleases, concessions, occupancy agreements, lease guarantees or other agreements(written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use oroccupy, all or any part of the Trust Property, whether made before or after the filing by or against the Grantor of anypetition for relief under the Bankruptcy Code, together with any extension, renewal or replacement of the same andtogether with all related security and other deposits (and together with the Ground Leases, the "Leases"), (7) all of therents, additional rents, revenues, royalties, income, proceeds, profits, early termination fees or payments, security andother types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing,possessing, operation from, residing in, selling or otherwise enjoying the Trust Property or any part thereof, whetherpaid or accruing before or after the filing by or against Grantor of any petition for relief under the Bankruptcy Code,including without limitation, all rights to payment for hotel room occupancy by hotel guest, which includes any paymentor monies received or to be received in whole or in part, whether actual or deemed to be, for the sale of services orproducts in connection therewith and/or in connection with such occupancy, advance registration fees by hotel guesttour or junket proceeds and deposits for conventions and/or party reservations (collectively, the "Rents"), (8) all otheragreements, such as construction contracts, architects' agreements, engineers' contracts, utility contracts,maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties,permits, licenses, certificates, and entitlements in any way relating to the construction, use, occupancy, operation,maintenance, enjoyment or ownership of the Trust Property (the "Property Agreements"), (9) all rights, privileges,tenements, hereditaments, rights-of-way, easements, appendages, and appurtenances appertaining to the foregoing,(10) all property tax refunds, utility refunds and rebates, earned or received at any time (the "Tax Refunds"), (11) allaccessions, replacements and substitutions for any the foregoing and all proceeds thereof (the "Proceeds"), (12) allinsurance policies, unearned premiums therefor and proceeds from such policies covering any of the property now orhereafter acquired by Grantor (the "Insurance"), (13) any awards, damages, remunerations, reimbursements,settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to theLand, Improvements or Fixtures (the "Condemnation Awards"), (14) all of Grantor's rights to appear and defend anyaction or proceeding brought with respect to the Trust Property and to commence any action or proceeding to protectthe interest of Grantor in the Trust Property, (15) all rights, powers, privileges, options and other benefits of Grantor aslessor under the Leases, including, without limitation, the immediate and continuing right to claim for, collect andreceive all Rents payable or receivable under the Leases or pursuant thereto (and to apply the same to payment of theSecured Obligation), and to all other things which Grantor or any lessor is or may become entitled to dounder theLeases, (18) all water rights, water stock, water permits, and other rights to the use of water that are now or that maybe hereinafter used in connection with the said Trust Property, or any part thereof, or any improvements orappurtenances thereto, (17) all oil and gas and other mineral rights, if any, in or pertaining to the .Land and all royalty,leasehold and other right of Grantor pertaining thereto, and (18) all right, title and interest of Grantor in and to all otherTangible Property and Intangible Property (except, with respect to Gaming Licenses, as prohibited by the GamingLaws) now or at any time hereafter located on or appurtenant to the Trust Property and used or useful in connectionwith the ownership, management or operation of the Trust Property, including, without limitations, the Personalty.

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 68 of 69EXHIBIT 24

Case 11-22216-bam Doc 16-16 Entered 08/01/11 18:20:48 Page 69 of 69155 East Tropicana, LLC ("Company")Bank ACCOUNT NO. Account Name Pu robse-Nevada State Bank )ccoo(851 3 Operating Account DepositoryNevada State Bank x)coa9172 Payroll Account DisbursementNevada State Bank xxxxx9354 Travel Account DisbursementNevada State Bank xxxxx9339 401k Account DepositoryNevada State Bank xxxxx9347 Café 125 Account DepositoryNevada State Bank )ccoo(91 80 Credit Card Account DepositoryBank of America Merchant Account Depository155 East Tropicana Finance Corporation ("Finance Corp.")BankNONEACCOUNT NO: Account Name Llpurpoe,