ALADDIN GAMING HOLDING LLC
EXHIBIT 10.01
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>2
<FILENAME>ex-10_01.txt
<DESCRIPTION>EXHIBIT 10.01
<TEXT>

<PAGE>

                                                             EXHIBIT 10.01



                               THIRD AMENDMENT TO
                                CREDIT AGREEMENT


                            Dated as of June 1, 2000


                         (amending the Credit Agreement,
                                   dated as of
                               February 26, 1998)

                                      among

                              ALADDIN GAMING, LLC,
                                as the Borrower,


                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders,


                            THE BANK OF NOVA SCOTIA,
                  as the Administrative Agent for the Lenders,


                       MERRILL LYNCH CAPITAL CORPORATION,
                    as the Syndication Agent for the Lenders,


                                       and


                             CIBC OPPENHEIMER CORP.,
                   as the Documentation Agent for the Lenders



<PAGE>

                       THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "THIRD AMENDMENT TO CREDIT
AGREEMENT") dated as of June 1, 2000, by and among ALADDIN GAMING, LLC, a Nevada
limited-liability company (the "BORROWER"), the various financial institutions
as are or may become parties hereto (collectively, the "LENDERS"), THE BANK OF
NOVA SCOTIA, as administrative agent (together with any successor thereto in
such capacity, the "ADMINISTRATIVE AGENT") for the Lenders, MERRILL LYNCH
CAPITAL CORPORATION, as syndication agent (together with any successor thereto
in such capacity, the "SYNDICATION AGENT") for the Lenders, and CIBC OPPENHEIMER
CORP., as documentation agent (together with any successor thereto in such
capacity, the "DOCUMENTATION AGENT") for the Lenders.

     In consideration of the mutual agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent have heretofore entered into (x)
that certain Credit Agreement (the "CA"), dated as of February 26, 1998, (y)
that certain First Amendment to Credit Agreement (the "FIRST AMENDMENT TO CREDIT
AGREEMENT") dated as of January 29, 1999 and (z) that certain Second Amendment
to Credit Agreement (the "SECOND AMENDMENT TO CREDIT AGREEMENT") dated as of
April 5, 1999, effective as of March 10, 1999 (the CA, as amended by the First
Amendment to Credit Agreement and the Second Amendment to Credit Agreement,
shall be referred to herein as the "CREDIT AGREEMENT"); and

     WHEREAS, the Borrower has requested the Lenders to enter into certain
amendments of the Credit Agreement and the Disbursement Agreement; and

     WHEREAS, each of the parties hereto is willing, on the terms and subject to
the conditions hereinafter set forth, to so amend the Credit Agreement and the
Disbursement Agreement, but only upon the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the agreements contained herein, the
parties hereto agree as follows:

                                       1
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

SECTION I.1. CERTAIN DEFINED TERMS. The following terms (whether or not
italicized) when used in this Third Amendment to Credit Agreement, including its
preamble and recitals, shall, except where the context otherwise requires, have
the following meanings:

         "FIRST AMENDMENT TO CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "GECC FACILITIES AGREEMENT" shall mean that certain Facilities
Agreement between General Electric Capital Corporation ("GECC"), for itself and
as agent for certain participants, and the Borrower dated as of June 26, 1998,
as amended by that certain First Amendment to Facilities Agreement between GECC,
for itself and as agent for certain participants, and the Borrower dated as of
September 2, 1998, as the same may from time to time be further amended,
supplemented, amended and restated or otherwise modified in accordance with the
terms of the Credit Agreement, as amended by the Third Amendment to Credit
Agreement, and the GECC Intercreditor Agreement.

         "GECC INTERCREDITOR AGREEMENT" shall mean that certain Intercreditor
Agreement by and among the Administrative Agent, GECC and the Borrower dated as
of June 30, 1998 and as thereafter from time to time amended, supplemented,
amended and restated or otherwise modified in accordance with the terms thereof.

         "SECOND AMENDMENT TO CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "THIRD AMENDMENT TO CREDIT AGREEMENT" is defined in the PREAMBLE.

         SECTION I.2. OTHER DEFINED TERMS; CONSTRUCTION. For purposes of this
Third Amendment to Credit Agreement, capitalized terms used but not defined
herein shall have the meanings assigned to them in the Credit Agreement, as
amended by this Third Amendment to Credit Agreement, and the rules of
construction set forth in ARTICLE I of the Credit Agreement shall apply to this
Third Amendment to Credit Agreement.

                                   ARTICLE II

                                   AMENDMENTS

     SECTION II.1. AMENDMENTS. The parties hereto hereby agree as follows:

          (a) Provided that the Borrower has delivered an opinion of counsel
which conforms to the requirements of CLAUSE (H) OF SECTION 3.1 (the "COUNSEL
OPINION") which expressly provides, in relevant part, that no approval is
required under the GECC Facilities Agreement or the GECC Intercreditor Agreement
for the amendment set forth below (or alternatively, the Borrower delivers a
consent by GECC under the GECC Facilities Agreement to the amendment of the
Credit

                                       2
<PAGE>

Agreement as set forth herein), the last sentence of SECTION 7.19 of the Credit
Agreement shall be amended in its entirety to read as set forth below:

          "The Borrower shall not, at any time prior to the Completion Date,
     open or establish any bank, deposit or any other accounts at any financial
     institution other than the Accounts provided for herein without the prior
     consent of the Administrative Agent which consent shall not be unreasonably
     withheld if (x) such bank, deposit or other account is required by the
     Borrower in the ordinary course of its business after the Opening Date, (y)
     the Borrower has agreed to such other conditions required by the
     Administrative Agent (which may include the granting of a security interest
     to the Administrative Agent on behalf of the Lenders) and (z) with respect
     to deposits in any such account (1) prior to the Opening Date, the amount
     of such deposits does not exceed $1,000,000 at any time, (2) after the
     Opening Date, the amount of such deposits does not exceed $5,000,000 at any
     time (or such greater amount approved by the Administrative Agent in its
     sole discretion) and (3) in each case, the amount of such deposits shall be
     reduced to a level which reasonably meets the requirements of the
     Borrower's business as determined by the Administrative Agent."

     The Lenders hereby agree that the Administrative Agent shall have the right
to approve such bank, deposit or other accounts on behalf of the Lenders after
the Administrative Agent has determined that the condition set forth in clause
(x) above has been satisfied in all material respects.

          (b) Provided that the Borrower has delivered a Counsel Opinion which
expressly provides, in relevant part, that no approval is required under the
GECC Facilities Agreement or the GECC Intercreditor Agreement for the amendment
set forth below (or alternatively, the Borrower delivers an amendment to the
GECC Facilities Agreement or the GECC Intercreditor Agreement which includes a
consent to the amendment of the Credit Agreement as set forth herein and which
is substantially similar to the amendment set forth below), the following
sentence shall be added to the end of SECTION 7.2.5 of the Credit Agreement:

          "Notwithstanding the foregoing, the Borrower may make an Investment in
     any wholly-owned Subsidiary which is created by the Borrower for the
     purpose of owning and controlling bank, deposit or any other accounts at
     any financial institution permitted under this Agreement or which otherwise
     are created for purposes of the Borrower's operation of the Casino so long
     as the Administrative Agent has consented thereto which consent shall not
     be unreasonably withheld if (x) such Subsidiary is required by the Borrower
     in the ordinary course of its business after the Opening Date, (y) the
     Borrower has agreed to such other reasonable conditions required by the
     Administrative Agent based upon the nature of the business of such
     Subsidiary (which may require that such Subsidiary be a bankruptcy remote
     single purpose entity and provide a guaranty of the Obligations under the
     Loan Documents) and (z) with respect to any such Investment (1) prior to
     the Opening Date, the amount of such Investment does not exceed $1,000,000,
     (2) after the Opening Date, the amount of such Investment does not exceed
     $5,000,000 PER

                                       3
<PAGE>

     ANNUM (or such greater amount approved by the Administrative Agent in its
     sole discretion) and (3) in each case, the amount thereof shall be reduced
     to a level which reasonably meets the requirements of the Borrower's
     business as determined by the Administrative Agent."

     The Lenders hereby agree that the Administrative Agent shall have the right
to approve each such Investment after the Administrative Agent has determined
that the condition set forth in clause (x) above has been satisfied in all
material respects.

          (c) Provided that the Borrower has delivered a Counsel Opinion which
expressly provides, in relevant part, that no approval is required under the
GECC Facilities Agreement or the GECC Intercreditor Agreement for the amendment
set forth below (or alternatively, the Borrower delivers an amendment to the
GECC Facilities Agreement or the GECC Intercreditor Agreement which includes a
consent to the amendment of the Credit Agreement as set forth herein and which
is substantially similar to the amendment set forth below), SECTION 7.2.8 of the
Credit Agreement shall be amended in its entirety as set forth below:

         "The Borrower will not, and will not permit any Subsidiary to, enter
         into at any time any arrangement (other than the arrangement described
         in CLAUSE (C) of the FIFTH RECITAL) which involves the leasing by the
         Borrower from any lessor of any real or personal property (or any
         interest therein), which does not create a Capitalized Lease Liability
         and except arrangements which, together with all other such
         arrangements which shall then be in effect, will not require the
         payment of an aggregate amount in any Fiscal Year of rentals by the
         Borrower or any Subsidiary in excess of, in the case of any such
         arrangements entered into prior to the date which is 90 days after the
         Opening Date, $2,000,000 PER ANNUM and, in the case of any such
         arrangement entered into on or subsequent to the date which is 90 days
         after the Opening Date, $5,000,000 PER ANNUM."

               (d) Provided that the Borrower has delivered the Counsel Opinion
which expressly provides, in relevant part, that no approval is required under
the GECC Facilities Agreement or the GECC Intercreditor Agreement for the waiver
set forth herein (or alternatively, the Borrower delivers a consent from GECC
under the GECC Facilities Agreement to the waiver set forth herein), the
Administrative Agent shall waive the limitation in the amount of $5,000,000 in
SECTION 2.3.4 of the Disbursement Agreement and agree to direct the Disbursement
Agent to increase such limitation to $10,000,000.

               (e) Provided that the Borrower has delivered a Counsel Opinion
which expressly provides, in relevant part, that no approval is required under
the GECC Facilities Agreement or the GECC Intercreditor Agreement for the waiver
set forth herein (or alternatively, the Borrower delivers a consent from GECC
under the GECC Facilities Agreement to the waiver set forth herein), the
Administrative Agent shall waive with respect to payroll payments only the
requirement in SECTION 2.2.5 of the Disbursement Agreement that the Disbursement
Agent receive satisfactory evidence that Indirect Costs are then due and payable
so that the Administrative Agent can provide

                                       4
<PAGE>

funds for payroll payments to be made within 30 days after the Advance Date
PROVIDED THAT (x) all such amounts are funded from Line Items and Line Item
Categories approved by the Administrative Agent and from no other Line Items or
Line Item Categories, as the case may be, (y) all such amounts are deposited and
held in the Servicing Agent's Payroll Account and (z) all such amounts are paid
to the Person entitled thereto in accordance with the Servicing and Collateral
Account Agreement. The Advance Request required by SECTION 3.2.6 of the
Disbursement Agreement shall conform to the waiver set forth herein.

          (f) Provided that the Borrower has delivered the Counsel Opinion which
expressly provides, in relevant part, that no approval is required under the
GECC Facilities Agreement or the GECC Intercreditor Agreement for the waiver set
forth herein (or alternatively, the Borrower delivers a consent by GECC under
the GECC Facilities Agreement to the waiver set forth herein), the
Administrative Agent will waive the prohibitions set forth in the Disbursement
Agreement which prohibit any Advance which is funded from the Bank Proceeds
Account or from a Term A Loan from being used as a down payment for the Gaming
Equipment or the Specified Equipment which is to be leased under an FF&E Lease
or financed by the credit facilities contemplated by the Approved Equipment
Funding Commitments so long as the following conditions have been met:

          To the extent that any Advance Request shall include any amount in
          respect of a deposit or progress payment for Gaming Equipment or
          Specified Equipment, the Disbursement Agent will, upon satisfaction of
          the applicable conditions set forth in the Disbursement Agreement and
          the Credit Agreement, include such amount in an Advance only if (i)
          the aggregate amount advanced for deposits or progress payments for
          Gaming Equipment and Specified Equipment from and after the date of
          this Third Amendment to Credit Agreement is not greater than
          $12,000,000, (ii) any amount being Advanced for the Gaming Equipment
          and the Specified Equipment, as applicable, shall be from the Line
          Items and Line Item Categories approved by the Administrative Agent
          and from no other Line Items or Line Item Categories, as the case may
          be, (iii) the Borrower shall have provided the Administrative Agent
          with a copy of the Contract covering the Gaming Equipment or Specified
          Equipment (and all amendments thereto or modifications thereof), (iv)
          as collateral security, the Borrower shall have assigned each such
          Contract to the Lenders, (v) the Borrower shall have provided evidence
          satisfactory to the Administrative Agent that such Gaming Equipment or
          Specified Equipment is adequately insured for the benefit of the
          Lenders, (vi) if permitted by applicable Law, the Borrower shall have
          granted the Lenders a perfected and continuing first security interest
          in such Gaming Equipment or Specified Equipment prior to or
          simultaneously with the making of any such Advance, (vii) GECC shall
          have confirmed in writing that upon delivery of such Gaming Equipment
          or Specified Equipment to the Project and satisfaction of the
          requirements of the GECC Facilities Agreement, all amounts advanced to
          the Borrower from the Loans to fund a deposit or make a progress
          payment shall be advanced on behalf of the Borrower to the Guaranty
          Deposit Account and the balance due with respect to such Gaming
          Equipment or Specified Equipment shall be funded

                                       5
<PAGE>

          in full under the GECC Facility Agreement, and (viii) GECC shall
          covenant and agree to advance all reimbursements for deposits and
          progress payments on behalf of the Borrower to the Guaranty Deposit
          Account (upon such fundings by GECC, the Administrative Agent shall
          release the Lenders' Liens and security interests from such Gaming
          Equipment and Specified Equipment as contemplated by CLAUSE (G) of
          this Third Amendment to Credit Agreement). After delivery to the Main
          Project (i) such Gaming Equipment and Specified Equipment shall be
          installed in the Main Project for its intended use or otherwise stored
          in a secure area, in each case protected from theft, vandalism and
          weather conditions to the reasonable satisfaction of the
          Administrative Agent, (ii) the Administrative Agent shall have
          received satisfactory evidence that such Gaming Equipment and
          Specified Equipment are adequately insured for the benefit of the
          Lenders, (iii) the Borrower shall have provided the Administrative
          Agent with a detailed inventory of such stored Gaming Equipment and
          the Specified Equipment and verified that such Gaming Equipment and
          Specified Equipment are stored as herein required and (iv) the
          Borrower shall have granted the Lenders a perfected and continuing
          first security interest in such Gaming Equipment and Specified
          Equipment.

               (g) The Lenders hereby authorize and direct the Agent from time
to time to release from the Lien of the Mortgage and security interests granted
by the Loan Documents items for which GECC has agreed are to be funded from the
GECC Facility in exchange for payment from the GECC Facility of an amount equal
to that which was funded for such items from the Loans. All amounts funded by
GECC shall be deposited into the Guaranty Deposit Account.

               (h) The Lenders hereby agree that (x) the requirement in SECTION
2.3.4 of the Credit Agreement that an additional borrowing of a Term B Loan
and/or Term C Loan from a Lender described in clause (i) and (ii) of said
section must be made prior to the date that all of the Term B Loans and Term C
Loans have been advanced from the Bank Proceeds Account is hereby waived and (y)
such additional borrowing may be a Term A Loan, Term B Loan and/or Term C Loan.

               (i) The Lenders hereby agree that notwithstanding anything to the
contrary in the Credit Agreement, any transaction (x) which is consummated in
accordance with the provisions of CLAUSE (F) and CLAUSE (G) of this Third
Amendment to Credit Agreement or (y) by which (1) the Borrower transfers to GECC
an Ownership interest in Gaming Equipment or Specified Equipment which was
financed with proceeds from the Loans, (2) GECC funds the purchase price thereof
from an advance under the GECC Facilities Agreement (which purchase price shall
be no less than the purchase price thereof funded from the Loans) and (3)
simultaneously therewith GECC and the Borrower enter into a lease agreement for
such Gaming Equipment or Specified Equipment in accordance with the Facilities
Agreement shall not constitute a breach under the Credit Agreement including,
without limitation, the restriction on sales and leasebacks under SECTION 7.2.15
of the Credit Agreement.

                                       6
<PAGE>

                                   ARTICLE III

                        CONDITIONS PRECEDENT AND COVENANT

     SECTION III.1. CONDITIONS TO EFFECTIVENESS. This Third Amendment to Credit
Agreement shall be and become effective on the date (the "THIRD AMENDMENT DATE")
on which each of the following conditions precedent shall have been satisfied.

          (a) EXECUTION OF DOCUMENTS. The Administrative Agent shall have
     received counterparts of (i) the Ratification of the Completion Guaranty
     executed by Authorized Representatives of the parties thereto, (ii) this
     Third Amendment to Credit Agreement executed by Authorized Representatives
     of the Borrower, the Administrative Agent, the Syndication Agent, the
     Documentation Agent and the Required Lenders and (iii) the First Amendment
     to Disbursement Agreement executed by Authorized Representatives of the
     Parties thereto.

          (b) INCUMBENCY, ETC. The Administrative Agent shall have received
     (with copies for each Lender) a certificate, dated the Third Amendment
     Date, of an Authorized Representative of the Borrower certifying:

               (i) as to the incumbency and signatures of the Person or Persons
          authorized to execute and deliver this Third Amendment to Credit
          Agreement and any instruments or agreements required hereunder,

               (ii) as to an attached copy of one or more resolutions or other
          authorizations of the manager of the Borrower certified by the
          Authorized Representative of such manager as being in full force and
          effect on the date hereof, authorizing the execution, delivery and
          performance of this Third Amendment to Credit Agreement and any
          instruments or agreements required hereunder, and

               (iii) that the Organizational Documents of the Borrower have not
          been modified other than by the letter agreement dated December 10,
          1999, a true, correct and complete copy of which has been delivered to
          the Administrative Agent,

     upon which certificate the Administrative Agent, the Syndication Agent, the
     Documentation Agent and each Consenting Lender (collectively, the
     "FINANCING PARTIES") may conclusively rely until it shall have received a
     further certificate of an Authorized Representative of the Borrower
     canceling or amending such prior certificate.

          (c) FEES. All reasonable fees and costs and expenses of Mayer, Brown &
     Platt and other professionals employed by the Administrative Agent and all
     other reasonable expenses of the Administrative Agent in connection with
     the negotiation, execution and delivery of this Third Amendment to Credit
     Agreement and the transactions contemplated herein shall have been paid in
     full.

                                       7
<PAGE>

          (d) SATISFACTORY LEGAL FORM. Each Financing Party and its counsel
     shall have received all information, approvals, opinions, documents or
     instruments as each Financing Party or its counsel may have reasonably
     requested, and all documents executed or submitted pursuant hereto by or on
     behalf of the Borrower shall be satisfactory in form and substance to each
     Financing Party and its counsel.

          (e) DEFAULT. After giving effect to this Third Amendment to Credit
     Agreement the following statements shall be true and correct: (i) to the
     best knowledge of the Borrower, no act or condition exists which, with the
     giving of notice or passage of time would constitute a "DEFAULT" or "EVENT
     OF DEFAULT" (as defined in the Credit Agreement and the GECC Facilities
     Agreement) has occurred and is continuing as of the date hereof, and (ii)
     no material adverse change in (A) the financial condition, business,
     property, prospects or ability of the Borrower to perform in all material
     respects its obligations under any Operative Document or any of the
     documents evidencing and securing the FF&E Financing to which it is a party
     or (B) the financial condition, business, property, prospects and ability
     of any other Aladdin Party or, to the best knowledge of the Borrower, LCNI,
     the Design/Builder or Fluor to perform in all material respects its
     obligations under any Operative Document to which it is a party has
     occurred since the Closing Date.

          (f) CONSENTS AND APPROVALS. All approvals and consents required to be
     taken, given or obtained, as the case may be, by or from any Governmental
     Instrumentality or another Person, or by or from any trustee (including,
     without limitation, GECC and the Discount Note Indenture Trustee) or holder
     of any indebtedness or obligation of the Borrower, that are necessary or,
     in the reasonable opinion of the Administrative Agent, advisable in
     connection with the execution, delivery and performance of this Third
     Amendment to Credit Agreement by all parties hereto, shall have been taken,
     given or obtained, as the case may be, shall be in full force and effect
     and the time for appeal with respect to any thereof shall have expired (or,
     if an appeal shall have been taken, the same shall have been dismissed) and
     shall not be subject to any pending proceedings or appeals (administrative,
     judicial or otherwise) and shall be in form and substance satisfactory to
     the Administrative Agent.

          (g) DELIVERY OF THIRD AMENDMENT TO CREDIT AGREEMENT. The Borrower
     shall have delivered this Third Amendment to Credit Agreement to all
     Persons entitled under the Operative Documents to receive delivery hereof.

          (h) OPINIONS. The Administrative Agent shall have received such
     opinions of counsel as it deems necessary, dated the Third Amendment Date
     and addressed to the Administrative Agent, the Lenders and, if applicable,
     the Disbursement Agent, which shall be in form and substance satisfactory
     to the Administrative Agent.

                                       8


<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     In order to induce each Financing Party to enter into this Third Amendment
to Credit Agreement, the Borrower hereby reaffirms, as of the Third Amendment
Date, its representations and warranties contained in Article VI of the Credit
Agreement and additionally represents and warrants unto each Financing Party as
set forth in this ARTICLE V.

     SECTION IV.1. MATTERS PERTAINING TO THE GECC FACILITIES AGREEMENT.

          (a) The Borrower has not directly or indirectly amended (by Change
     Order or otherwise), modified (by Change Order or otherwise), allocated,
     reallocated or supplemented or permitted or consented to the amendment (by
     Change Order or otherwise), modification (by Change Order or otherwise)
     allocation, reallocation or supplementation of the Construction Benchmark
     Schedule in any manner which would extend the Completion Date.

          (b) Prior to and after giving effect to this Third Amendment, no
     "DEFAULT" or "EVENT OF DEFAULT" exists under the GECC Facilities Agreement
     (without giving effect to the GECC Intercreditor Agreement).

     SECTION IV.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by the Borrower of this Third Amendment to Credit
Agreement and each other document executed or to be executed by it in connection
with this Third Amendment to Credit Agreement are within the Borrower's powers,
have been duly authorized by all necessary action, and do not:

          (a) contravene the Borrower's Organizational Documents;

          (b) contravene any contractual restriction binding on or affecting the
     Borrower;

          (c) contravene any court decree or order or Legal Requirement binding
     on or affecting the Borrower; or

          (d) result in, or require the creation or imposition of, any Lien on
     any of the Borrower's properties except as expressly contemplated by the
     Operative Documents,

and the Financing Parties may conclusively rely on such representation and
warranty.

     SECTION IV.3. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower of this Third Amendment to Credit
Agreement or any other document to be executed by it in connection with this
Third Amendment to Credit Agreement.

                                       9
<PAGE>

     SECTION IV.4. VALIDITY, ETC. This Third Amendment to Credit Agreement
constitutes, and each other document executed by the Borrower in connection with
this Third Amendment to Credit Agreement, on the due execution and delivery
thereof, will constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors rights generally and by general
principles of equity.

     SECTION IV.5. LIMITATION. Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the Credit
Agreement and each other Operative Document shall remain unamended and unwaived
and shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms. The amendments, modifications and
consents set forth herein shall be limited precisely as provided for herein, and
shall not be deemed to be a waiver of, amendment of, consent to or modification
of any other term or provision of the Credit Agreement, the GECC Facilities
Agreement, any Operative Document, or other Instrument referred to therein or
herein, or of any transaction or further or future action on the part of the
Borrower or any other Person which would require the consent of the Agents, the
Lenders, GECC or the Discount Note Indenture Trustee.

     SECTION IV.6. OFFSETS AND DEFENSES. The Borrower has no offsets or defenses
to its obligations under the Loan Documents or the documents evidencing and
securing the FF&E Financing and no claims or counterclaims against any of the
Agents, the Lenders or the Construction Consultant.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

     SECTION V.1. RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT. This
Third Amendment to Credit Agreement shall be deemed to be an amendment to the
Credit Agreement, and the Credit Agreement, as amended by this Third Amendment
to Credit Agreement, shall continue in full force and effect and is hereby
ratified, approved and confirmed in each and every respect. All references to
the Credit Agreement in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Credit Agreement, as amended by this
Third Amendment to Credit Agreement.

     SECTION V.2. HEADINGS. The various headings of this Third Amendment to
Credit Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Third Amendment to Credit Agreement or any
provisions hereof.

     SECTION V.3. APPLICABLE LAW. THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD AMENDMENT TO CREDIT
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE

                                       10
<PAGE>

STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH
STATE.

     SECTION V.4. CROSS-REFERENCES. References in this Third Amendment to Credit
Agreement to any Article or Section are, unless otherwise specified, to such
Article or Section of this Third Amendment to Credit Agreement.

     SECTION V.5. OPERATIVE DOCUMENT. This Third Amendment to Credit Agreement
is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement.

     SECTION V.6. SUCCESSORS AND ASSIGNS. This Third Amendment to Credit
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

     SECTION V.7. COUNTERPARTS. This Third Amendment to Credit Agreement may be
executed by the parties hereto in any number of counterparts and on separate
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

     SECTION V.8. RESERVATION OF RIGHTS. The Borrower agrees that neither this
Third Amendment to Credit Agreement nor the making of any Advance by the
Disbursement Agent and the Administrative Agent's consent thereto shall
constitute (w) an approval of all or any portion of any Advance Request, (x) a
waiver or forbearance by the Disbursement Agent or the Administrative Agent
under any of the Loan Documents, (y) the acceptance by the Disbursement Agent or
the Administrative Agent of any course of conduct by the Borrower, the
Completion Guarantors or any of the Aladdin Parties or the London Clubs Parties
(including, without limitation, matters relating to transfers of direct and
indirect interests in Holdings between the members thereof) or (z) an agreement
by the Administrative Agent to amend any of the Loan Documents or waive any of
the provisions thereof without the approval from the Required Lenders and a
corresponding amendment of the GECC Facilities Agreement or waiver from GECC, as
the case may be. The Borrower further agrees that the Administrative Agent and
the Disbursement Agent reserve all rights, remedies and options under the Loan
Documents to require the Borrower to satisfy in all respects the conditions
relating to each Advance and perform all of its obligations under the Loan
Documents which are then due and owing or are susceptible of performance, as the
case may be.

                                       11

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
to Credit Agreement as of the day and year first above written.


                                      ALADDIN GAMING, LLC


                                      By:  /s/ RICHARD J. GOEGLEIN
                                         --------------------------------------
                                      Name: Richard J. Goeglein
                                      Title: President & Chief Executive Officer


                                      THE BANK OF NOVA SCOTIA, as the
                                      Administrative Agent


                                      By:
                                         ----------------------------------
                                      Name:
                                      Title:


                                      MERRILL LYNCH CAPITAL
                                      CORPORATION, as the Syndication Agent


                                      By:
                                         ----------------------------------
                                      Name:
                                      Title:


                                      CIBC OPPENHEIMER CORP.,
                                      as the Documentation Agent


                                      By:
                                         ----------------------------------
                                      Name:
                                      Title:

                                       12

<PAGE>

 By signing below, the Guarantors confirm their agreement to the terms of this
Third Amendment to Credit Agreement.

ALADDIN BAZAAR HOLDINGS, LLC


By: /s/ RONALD DICTROW
   ----------------------------
Name:  Ronald Dictrow
Title: Secretary/Treasurer

THE TRUST UNDER ARTICLE SIXTH
UNDER THE  WILL OF SIGMUND SOMMER


By: /s/VIOLA SOMMER
   -----------------------------
Name:  Viola Sommer
Title: Trustee

By: /s/ JACK SOMMER
   -----------------------------
Name:  Jack Sommer
Title: Trustee

LONDON CLUBS INTERNATIONAL PLC


By: /s/ WILLIAM TIMMINS
   -----------------------------
Name:  William Timmins
Title: Executive Director

By signing below, the Disbursement Agent confirms receipt of this Third
Amendment to Credit Agreement.

THE BANK OF NOVA SCOTIA,
as the Disbursement Agent


By:
   ------------------------------
Name:
Title:

                                       13
</TEXT>
</DOCUMENT>
