BOYD GAMING CORP
AMENDED & RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>3
<FILENAME>dex1031.txt
<DESCRIPTION>AMENDED & RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.31


                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT,

                            dated as of June 24, 2002

                                      among

                             BOYD GAMING CORPORATION
                                as the Borrower,

                    CERTAIN COMMERCIAL LENDING INSTITUTIONS,
                                 as the Lenders,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                            as Administrative Agent,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                            as Co-Syndication Agent,

                             WELLS FARGO BANK, N.A.,
                            as Co-Syndication Agent,

                                       and

                         CREDIT LYONNAIS NEW YORK BRANCH
                            as Co-Documentation Agent

                                       and

                         DEUTSCHE BANK SECURITIES, INC.
                            as Co-Documentation Agent

                       LEAD ARRANGER AND SOLE BOOKRUNNER:

                            CIBC WORLD MARKETS CORP.

<PAGE>


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ................................    1

    Section 1.1.  Defined Terms ...........................................    1
    Section 1.2.  Use of Defined Terms ....................................   23
    Section 1.3.  Cross-References ........................................   23
    Section 1.4.  Accounting and Financial Determinations .................   23

ARTICLE II COMMITMENTS, BORROWING PROCEDURES AND NOTES ....................   24

    Section 2.1.  Commitments .............................................   24

        Section 2.1.1.  Term Loan Commitment ..............................   24
        Section 2.1.2.  Revolving Loan Commitment .........................   24
        Section 2.1.3.  Swing Loan Commitment .............................   24
        Section 2.1.4.  Lenders Not Permitted or Required To Make Loans ...   24

    Section 2.2.  Reduction of Commitment Amounts .........................   25

        Section 2.2.1.  Optional ..........................................   25
        Section 2.2.2.  Mandatory Reductions From Net Proceeds ............   25
        Section 2.2.3.  Scheduled Commitment Reductions ...................   27
        Section 2.2.4.  Post Default Application ..........................   28

    Section 2.3.  Borrowing Procedure .....................................   28

        Section 2.3.1.  Revolving Loans and Term Loans ....................   28
        Section 2.3.2.  Swing Loans .......................................   28

    Section 2.4.  Continuation and Conversion Elections ...................   29
    Section 2.5.  Funding .................................................   29
    Section 2.6.  Notes; Register .........................................   29
    Section 2.7.  Letter of Credit Procedure ..............................   30
    Section 2.8.  Designation of Debt .....................................   31
    Section 2.9.  Increase in Revolving Loan Commitment and/or Term
                  Loan Commitment .........................................   31

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES ....................   32

    Section 3.1.  Repayments and Prepayments ..............................   32

        Section 3.1.1.  Payment Terms .....................................   32
        Section 3.1.2.  Special Swing Loan Provisions .....................   33
        Section 3.1.3.  Post Default Application of Payments ..............   35

    Section 3.2.  Interest Provisions .....................................   35

        Section 3.2.1.  Rates .............................................   35
        Section 3.2.2.  Post-Maturity Rates ...............................   35
        Section 3.2.3.  Payment Dates .....................................   35

    Section 3.3.  Fees ....................................................   36

        Section 3.3.1.  Unused Fee ........................................   36
        Section 3.3.2.  Upfront Fees ......................................   36

<PAGE>

        Section 3.3.3.  Letter of Credit Fees .............................   36
        Section 3.3.4.  Administrative Agent's Fees .......................   36

    Section 3.4.  Agreement to Repay Letter of Credit Drawings with
                  Revolving Loans .........................................   37
    Section 3.5.  Letter of Credit Participations .........................   37
    Section 3.6.  Existing Letters of Credit ..............................   38

ARTICLE IV CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS ...................   39

    Section 4.1.  Eurodollar Rate Lending Unlawful ........................   39
    Section 4.2.  Deposits Unavailable ....................................   39
    Section 4.3.  Increased Costs, etc ....................................   39
    Section 4.4.  Funding Losses ..........................................   40
    Section 4.5.  Increased Capital Costs .................................   40
    Section 4.6.  Taxes ...................................................   41
    Section 4.7.  Payments, Computations, etc .............................   42
    Section 4.8.  Sharing of Payments .....................................   42
    Section 4.9.  Setoff ..................................................   43
    Section 4.10. Use of Proceeds .........................................   43
    Section 4.11. Discretion of Lenders as to Manner of Funding ...........   43
    Section 4.12. Substitution ............................................   44

ARTICLE V CONDITIONS TO BORROWING .........................................   44

    Section 5.1.  Initial Borrowing .......................................   44

        Section 5.1.1.  Resolutions, etc ..................................   44
        Section 5.1.2.  Delivery of Notes .................................   45
        Section 5.1.3.  Guaranty ..........................................   45
        Section 5.1.4.  Security Agreement ................................   45
        Section 5.1.5.  Deeds of Trust ....................................   46
        Section 5.1.6.  Surveys ...........................................   46
        Section 5.1.7.  Environmental Audits ..............................   46
        Section 5.1.8.  First Preferred Ship Mortgages ....................   47
        Section 5.1.9.  Consents, etc .....................................   47
        Section 5.1.10. Insurance Coverages ...............................   47
        Section 5.1.11. Hazardous Materials Indemnity .....................   48
        Section 5.1.12. Solvency ..........................................   48
        Section 5.1.13. Opinions of Counsel ...............................   48
        Section 5.1.14. Closing Fees, Expenses, etc .......................   48
        Section 5.1.15. Loan Documents ....................................   48

    Section 5.2.  All Borrowings ..........................................   48

    Section 5.2.1. Compliance with Warranties, No Default, etc ............   49
    Section 5.2.2. Borrowing Request ......................................   49
    Section 5.2.3. Satisfactory Legal Form ................................   50

ARTICLE VI REPRESENTATIONS AND WARRANTIES .................................   50

<PAGE>

    Section 6.1.  Organization, etc .......................................   50
    Section 6.2.  Due Authorization, Non-Contravention, etc ...............   50
    Section 6.3.  Government Approval, Regulation, etc ....................   50
    Section 6.4.  Validity, etc ...........................................   51
    Section 6.5.  Financial Information ...................................   51
    Section 6.6.  No Material Adverse Effect ..............................   51
    Section 6.7.  Litigation, etc .........................................   51
    Section 6.8.  Subsidiaries ............................................   52
    Section 6.9.  Ownership of Properties .................................   52
    Section 6.10. Compliance ..............................................   52
    Section 6.11. Pension and Welfare Plans ...............................   52
    Section 6.12. Environmental Warranties ................................   53
    Section 6.13. Regulations U and X .....................................   54
    Section 6.14. Taxes ...................................................   54
    Section 6.15. Accuracy of Information .................................   54

ARTICLE VII COVENANTS .....................................................   54

    Section 7.1.  Affirmative Covenants ...................................   54

        Section 7.1.1.  Financial Information, Reports, Notices, etc ......   54
        Section 7.1.2.  Compliance with Laws, etc .........................   56
        Section 7.1.3.  Construction and Maintenance of Properties, Etc....   57
        Section 7.1.4.  Insurance .........................................   57
        Section 7.1.5.  Books and Records .................................   58
        Section 7.1.6.  Environmental Covenant ............................   58
        Section 7.1.7.  Maintenance of Existence ..........................   59
        Section 7.1.8.  Gaming and Liquor Licenses ........................   59
        Section 7.1.9.  Accuracy of Information ...........................   59
        Section 7.1.10. Significant Subsidiaries ..........................   59
        Section 7.1.11. Use of Proceeds ...................................   60
        Section 7.1.12. Adequate Liquidity ................................   60

    Section 7.2.  Negative Covenants ......................................   60

        Section 7.2.1.  Business Activities ...............................   60
        Section 7.2.2.  Indebtedness ......................................   60
        Section 7.2.3.  Liens .............................................   61
        Section 7.2.4.  Financial Condition ...............................   63
        Section 7.2.5.  Investments .......................................   63
        Section 7.2.6.  Restricted Payments ...............................   64
        Section 7.2.7.  Capital Expenditures ..............................   64
        Section 7.2.8.  Consolidation, Merger, etc ........................   65
        Section 7.2.9.  Asset Dispositions, etc ...........................   65
        Section 7.2.10. Transactions with Affiliates ......................   65
        Section 7.2.11. Negative Pledges, etc .............................   65
        Section 7.2.12. Amendments or Waivers of Certain Documents ........   66
        Section 7.2.13. Subsidiaries ......................................   66

<PAGE>

        Section 7.2.14. Fiscal Year .......................................   66
        Section 7.2.15. Rental Obligations ................................   66

ARTICLE VIII EVENTS OF DEFAULT ............................................   67

    Section 8.1.  Listing of Events of Default ............................   67

        Section 8.1.1.  Non-Payment of Obligations ........................   67
        Section 8.1.2.  Breach of Warranty ................................   67
        Section 8.1.3.  Non-Performance of Certain Covenants and
                        Obligations .......................................   67
        Section 8.1.4.  Non-Performance of Other Covenants and
                        Obligations .......................................   67
        Section 8.1.5.  Default on Other Indebtedness .....................   67
        Section 8.1.6.  Judgments .........................................   68
        Section 8.1.7.  Pension Plans .....................................   68
        Section 8.1.8.  Change of Control .................................   68
        Section 8.1.9.  Bankruptcy, Insolvency, etc .......................   68
        Section 8.1.10. Loan Documents ....................................   69
        Section 8.1.11. Gaming License ....................................   69
        Section 8.1.12. Governmental Approvals ............................   69
        Section 8.1.13. Liens on Shares of Significant Subsidiaries .......   70

    Section 8.2.  Action if Bankruptcy ....................................   70
    Section 8.3.  Action if Other Event of Default ........................   70

ARTICLE IX THE AGENT ......................................................   70

    Section 9.1.  Actions .................................................   70
    Section 9.2.  Funding Reliance, etc ...................................   71
    Section 9.3.  Exculpation .............................................   71
    Section 9.4.  Successor ...............................................   71
    Section 9.5.  Credit Decisions ........................................   72
    Section 9.6.  Copies, etc .............................................   72
    Section 9.7.  Collateral Agent ........................................   72
    Section 9.8.  Other Agents ............................................   73

ARTICLE X MISCELLANEOUS PROVISIONS ........................................   73

    Section 10.1.  Waivers, Amendments, etc ...............................   73
    Section 10.2.  Notices ................................................   74
    Section 10.3.  Payment of Costs and Expenses ..........................   74
    Section 10.4.  Indemnification ........................................   75
    Section 10.5.  Survival ...............................................   76
    Section 10.6.  Severability ...........................................   76
    Section 10.7.  Headings ...............................................   76
    Section 10.8.  Execution in Counterparts, Effectiveness, etc ..........   76
    Section 10.9.  Governing Law; Entire Agreement ........................   77
    Section 10.10. Successors and Assigns .................................   77
    Section 10.11. Sale and Transfer of Loans and Notes; Participations in
                   Loans and Notes ........................................   77

<PAGE>

        Section 10.11.1. Assignments ......................................   77
        Section 10.11.2. Removal of a Lender Subject to a
                         Disqualification .................................   79
        Section 10.11.3. Participations ...................................   79

    Section 10.12. Other Transactions .....................................   80
    Section 10.13. Waiver of Jury Trial ...................................   80
    Section 10.14. Amendment and Restatement ..............................   80
    Section 10.15. Gaming Boards ..........................................   81
    Section 10.16. Gaming Regulations .....................................   81

<PAGE>

                                    SCHEDULES

I   Disclosure Schedule
II  Existing Letters of Credit


                                    EXHIBITS

A   Form of Revolving Note
B   Form of Term Note
C   Swingline Note
D   Form of Borrowing Request
E   Form of Continuation/Conversion Notice
F   Form of Deed of Trust
G   Form of General Continuing Guaranty
H   Form of Hazardous Materials Indemnity
I   Form of Lender Assignment Agreement
J   Form of Security Agreement
K   Solvency Certificate
L   Opinion of Borrower's and Guarantors' Counsel
M   Form of Compliance Certificate
N   Form of Prepayment Notice


<PAGE>


                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), made
as of June 24, 2002, by and among BOYD GAMING CORPORATION, a Nevada corporation
(the "Borrower"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative
agent (herein, in such capacity, called the "Administrative Agent") for the
commercial lending institutions party to this Credit Agreement (collectively,
the "Lenders") and the Lenders.

                                R E C I T A L S:

     WHEREAS, the Borrower, California Hotel and Casino, a Nevada corporation
and wholly-owned subsidiary of the Borrower ("CH&C"), various financial
institutions and CIBC, as agent for such financial institutions, were parties to
that certain $500,000,000 Credit Agreement dated as of June 19, 1996, as
amended, which was amended and restated by that certain First Amended and
Restated Credit Agreement dated as of June 30, 1999, which was, in turn, amended
by that certain First Amendment to First Amended and Restated Credit Agreement,
dated as of July 26, 2000 and that certain Second Amendment to First Amended and
Restated Credit Agreement, dated as of May 21, 2001 (as so amended, the "Prior
Credit Agreement"), pursuant to which such financial institutions agreed to make
credit extensions to the Borrower; and

     WHEREAS, the parties hereto, together with the co-syndication agents and
co-documentation agents listed on the cover hereof and the hereinafter-defined
Co-Agents, wish to amend and restate the Prior Credit Agreement on the terms and
subject to the conditions more particularly hereinafter set forth;

     NOW, THEREFORE, it is agreed that the Prior Credit Agreement shall be
amended and restated in its entirety to read as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

     "Administrative Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent and shall have accepted such appointment pursuant to Section 9.4.

     "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any

<PAGE>

committee with responsibility for administering, any Plan). A Person shall be
deemed to be "controlled by" any other Person if such other Person possesses,
directly or indirectly, power

          (a) to vote 10% or more of the securities (on a fully diluted basis)
     having ordinary voting power for the election of directors or managing
     general partners; or

          (b) to direct or cause the direction of the management and policies of
     such Person whether by contract or otherwise.

     "Aggregate Percentage" means, relative to any Lender, the quotient of such
Lender's Commitment divided by the aggregate amount of all Commitments,
expressed as a percentage, as such percentage may be adjusted from time to time
pursuant to Section 2.9 or pursuant to Lender Assignment Agreements executed by
such Lender and its Assignee Lenders and delivered and accepted pursuant to
Section 10.11.

     "Agreement" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of

          (a) the rate of interest most recently announced by the Administrative
     Agent at its Domestic Office as its reference rate; and

          (b) the Federal Funds Rate most recently determined by the
     Administrative Agent plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent or any other Lender in
connection with extensions of credit. Changes in the rate of interest on that
portion of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Alternate Base Rate. The Administrative
Agent will give notice promptly to the Borrower and the Lenders of changes in
the Alternate Base Rate.

          "Applicable Base Rate Margin" is the rate per annum determined for
     Base Rate Loans by reference to the definition of the term "Applicable
     Margin."

          "Applicable Eurodollar Rate Margin" is the rate per annum determined
     for Eurodollar Rate Loans by reference to the definition of the term
     "Applicable Margin."

          "Applicable Margin" means, in the case of the Unused Fee or any Base
     Rate Loan or Eurodollar Rate Loan, a rate per annum determined by reference
     to the Borrower's Total Leverage Ratio as follows (expressed in basis
     points):

                                       2

<PAGE>

<TABLE>


                                      Revolving Loans                        Term Loans
                            ------------------------------------ ------------------------------------
Total                          Applicable         Applicable         Applicable        Applicable
Leverage                        Base Rate         Eurodollar         Base Rate         Eurodollar        Unused
Ratio                            Margin          Rate Margin           Margin          Rate Margin         Fee
--------------------------- ------------------ ----------------- ------------------- ---------------- -------------
<S>                         <C>                <C>               <C>                 <C>              <C>
Less than 2.00                    0.00              100.00             75.00             200.00          37.50

Greater than or equal to          0.00              125.00             75.00             200.00          37.50
2.00, but less than 2.50

Greater than or equal to          25.00             150.00             75.00             200.00          43.75
2.50, but less than 3.00

Greater than or equal to          50.00             175.00             75.00             200.00          50.00
3.00, but less than 3.50

Greater than or equal to          75.00             200.00             75.00             200.00          50.00
3.50, but less than 4.00

Greater than or equal to         100.00             225.00             75.00             200.00          50.00
4.00, but less than 4.50

4.50 or greater                  125.00             250.00             75.00             200.00          50.00
</TABLE>

The Applicable Margin shall be adjusted on the first day of each March, June,
September and December (or, if such day is not a Business Day, on the next
succeeding Business Day), based on the Total Leverage Ratio as of the last day
of the preceding Fiscal Quarter. If the Borrower should fail to deliver in a
timely manner a certificate required under Section 7.1.1(d) hereof, then, until
the Borrower shall have provided such certificate, it shall be presumed that the
Total Leverage Ratio as of the end of the preceding Fiscal Quarter was greater
than 4.50 (and, from the date of the delivery of such certificate, the
Applicable Margin for all Base Rate Loans and Eurodollar Rate Loans shall be
determined by reference to such certificate). Notwithstanding the foregoing, (i)
from the Effective Date through August 31, 2002, it shall be presumed that the
Total Leverage Ratio as of the end of the preceding Fiscal Quarter was greater
than 4.50 and (ii) the Applicable Margin for any Term Loan made pursuant to
Section 2.9 shall be the rate per annum mutually agreed by the Borrower and the
holders of such Term Loan.

     "Assignee Lender" is defined in Section 10.11.1.

     "Authorized Officer" means, relative to the Borrower, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to Section 5.1.1.

     "Available Net Equity Proceeds" means the net cash proceeds received by the
Borrower from and after the Effective Date from the sale or issuance of Capital
Stock minus any amounts utilized by the Borrower pursuant to Section
7.2.5(viii)(b) or Section 7.2.7(a)(ii).

     "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

     "Blue Chip" means Blue Chip Casino, LLC, an Indiana limited liability
company and the owner of the Blue Chip Casino.

     "Blue Chip Casino" means the Blue Chip riverboat casino gaming complex in
Michigan City, Indiana.

                                       3

<PAGE>

     "Borgata Completion Guaranty" means the Guaranty of Performance and
Completion dated December 13, 2000 executed by the Borrower in favor of the
lenders financing the construction of the Borgata Hotel and Casino which
obligates the Borrower to cause the completion of construction of the Borgata
Hotel and Casino.

     "Borgata Hotel and Casino" means the development by the Borgata LLC of a
hotel with approximately 2010 rooms and adjoining casino in Atlantic City, New
Jersey.

     "Borgata Letter of Credit" means any Letter of Credit issued to support the
obligations of the Borrower or the Borgata Subsidiary in connection with the
Borgata Hotel and Casino.

     "Borgata LLC" means Marina District Development Company, LLC, a New Jersey
limited liability company, which is wholly owned by Marina District Development
Holding Co., LLC, a New Jersey limited liability company, which as of the
Effective Date is owned fifty percent by a Subsidiary of MGM MIRAGE and fifty
percent by the Borgata Subsidiary, or any successor entity thereto.

     "Borgata Subsidiary" means Boyd Atlantic City, Inc., a wholly-owned
Subsidiary of the Borrower.

     "Borrower" is defined in the preamble.

     "Borrowing" means the Loans of the same Type made by all Lenders holding
the applicable Commitment on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.3.

     "Borrowing Request" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of Exhibit D
hereto.

     "Boyd Family" means William S. Boyd, any direct descendant or spouse of
such person, or any direct descendant of such spouse, and any trust or other
estate in which each person who has a beneficial interest directly or indirectly
through one or more intermediaries in any Capital Stock of the Borrower is one
of the foregoing persons.

     "Boyd Indiana" means Boyd Indiana, Inc., an Indiana corporation and
wholly-owned Subsidiary of the Borrower, and the sole member of Blue Chip.

     "Boyd Kenner" means Boyd Kenner, Inc., a Louisiana corporation and
wholly-owned Subsidiary of the Borrower.

     "Boyd Louisiana" means Boyd Louisiana, L.L.C., a Nevada limited liability
company.

     "Boyd Louisiana Racing" means Boyd Louisiana Racing, Inc., a Louisiana
corporation and wholly-owned Subsidiary of the Borrower.

     "Boyd Racing" means Boyd Racing, L.L.C., a Louisiana limited liability
company and wholly-owned Subsidiary of Boyd Louisiana Racing.

                                       4

<PAGE>

     "Boyd Tunica" means Boyd Tunica, Inc., a Mississippi corporation and
wholly-owned Subsidiary of the Borrower.

     "Business Day" means

          (a) any day which is neither a Saturday or Sunday nor a legal holiday
     on which banks are authorized or required to be closed in New York or Las
     Vegas; and

          (b) relative to the making, continuing, prepaying or repaying of any
     Eurodollar Rate Loans, any day on which dealings in Dollars are carried on
     in the London eurodollar interbank market.

     "California Hotel and Casino" means the California Hotel and Casino which
is owned by CH&C and is located in Las Vegas, Nevada.

     "Capital Expenditures" means, for any period, without duplication, the sum
of

          (a) the aggregate amount of all expenditures of the Borrower and its
     Subsidiaries for fixed or capital assets made during such period which, in
     accordance with GAAP, would be classified as capital expenditures; and

          (b) the aggregate amount of all Capital Lease Obligations incurred
     during such period.

     "Capital Lease Obligations" means Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP and the amount of such Indebtedness shall be
the capitalized amount of such obligations determined in accordance with GAAP.

     "Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of corporate stock, partnership
interests, limited liability company membership interests, or any other
participation, right, warrants, options or other interest in the nature of an
equity interest in such Person, but excluding any debt security convertible or
exchangeable into such equity interest.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

     "Change of Control" is defined in Section 8.1.8.

     "CH&C" is defined in the first recital.

     "CHFC" means California Hotel Finance Corporation, a Nevada corporation and
wholly-owned Subsidiary of CH&C.

                                       5

<PAGE>

     "CIBC" is defined in the preamble.

     "CIBC Inc." means CIBC Inc., a Delaware corporation.

     "Co-Agents" means The Bank of Nova Scotia, The CIT Group/Equipment
Financing Inc., Fleet Bank, N.A., Lehman Brothers Inc., and U.S. Bank National
Association.

     "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

     "Collateral" means, collectively, the Pledged Casinos, the vessels subject
to the First Preferred Ship Mortgages, the property described in the Security
Agreement, all property pledged pursuant to Section 7.1.10 and all other
property and interests pledged as collateral security for the Obligations.
Collateral shall not include any right, title or interest of the Borrower or any
of its Subsidiaries in any Gaming License or the Capital Stock of any entity
that holds a Gaming License.

     "Commitment" means, as the context may require, a Lender's Term Loan
Commitment or Revolving Loan Commitment or the Swingline Lender's Swingline
Commitment.

     "Commitment Amount" means, as the context may require, the Term Loan
Commitment Amount, the Revolving Loan Commitment Amount or the Swing Loan
Commitment Amount.

     "Commitment Fee Amount" means, on any date, $400,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2 or increased pursuant
to Section 2.9, minus the aggregate principal amount of outstanding Revolving
Loans, minus the aggregate undrawn face amount of outstanding Letters of Credit.

     "Commitment Reduction Date" means each date specified in Section 2.2.3.

     "Commitment Termination Date" means, as the context may require, either the
Revolving Loan Commitment Termination Date or the Term Loan Commitment
Termination Date.

     "Commitment Termination Event" means

          (a) the occurrence of any Event of Default described in clauses (a)
     through (d) of Section 8.1.9;


          (b) any other Event of Default shall have occurred and be continuing
     and as a result thereof (i) the Loans are declared to be due and payable or
     (ii) the Commitments have been terminated, in either case pursuant to
     Section 8.3 ; or

          (c) the failure of the Effective Date to occur on or before June 30,
     2002.

     "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or

                                       6

<PAGE>

otherwise to invest in, a debtor, or otherwise to assure a creditor against
loss) the debt, obligation or other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum outstanding principal amount, if larger) of the
debt, obligation or other liability guaranteed thereby; provided, however, that
the amount of any Contingent Liability consisting of a Borgata Completion
Guaranty shall be deemed to be zero unless and until the guarantor's independent
auditors have quantified the amount of exposure thereunder (and thereafter shall
be deemed to be the amount as quantified from time to time).

     "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit E hereto.

     "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

     "Currency Exchange Protection Agreement" means, in respect of a Person, any
foreign exchange contract, currency swap agreement, currency option or other
similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.

     "Deed of Trust" means each Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Financing Statement substantially in the form of Exhibit
F, executed and delivered pursuant to Section 5.1.5 as amended, supplemented,
restated or otherwise modified from time to time.

     "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

     "Delta Downs Racetrack and Casino" means the horse racing, pari-mutuel and
gaming business including the food and beverage, simulcast and related
operations in Calcasieu Parish, Louisiana known as Delta Downs Racetrack and
Casino and owned by Boyd Racing.

     "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I.

     "Disqualification" means, with respect to any Lender:

          (a) the failure of that Person timely to file (or obtain a waiver)
     pursuant to applicable Gaming Laws (i) any application requested of that
     Person by any Gaming Board in connection with any licensing required of
     that Person as a lender to Borrower or (ii) any required application or
     other papers in connection with determination of the suitability of that
     Person as a lender to the Borrower;

                                       7

<PAGE>

          (b) the withdrawal by that Person (except where requested or permitted
     by the Gaming Board) of any such application or other required papers; or

          (c) any final determination by a Gaming Board pursuant to applicable
     Gaming Laws (i) that such Person is "unsuitable" as a lender to the
     Borrower, (ii) that such Person shall be "disqualified" as a lender to the
     Borrower or (iii) denying the issuance to that Person of any license
     required under applicable Gaming Laws to be held by all lenders to the
     Borrower.

     "Disqualified Lender" means any Lender subject to Disqualification.

     "Dollar" and the sign "$" mean lawful money of the United States.

     "Domestic Office" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other Person
party hereto.

     "EBITDA" means, for any period, the Borrower and its Subsidiaries'
consolidated earnings before depreciation, amortization, interest expense,
pre-opening expenses, extraordinary items and taxes, all as determined in
accordance with GAAP, plus (without duplication) the earnings, before
depreciation, amortization, interest expense, pre-opening expenses,
extraordinary items and taxes, all as determined in accordance with GAAP, during
such period for any New Venture which becomes a direct or indirect Subsidiary of
the Borrower during such period, in either case, plus (or minus) any loss (or
gain) arising from a change in GAAP, minus any earnings or plus any losses from
any unconsolidated Affiliates, plus any cash dividends or distributions paid to
the Borrower by its unconsolidated Affiliates in excess of any dividends or
distributions made for the purpose of paying any taxes from any equity ownership
interests in such unconsolidated Affiliates (exclusive, in each case, except as
hereinafter provided, of Boyd Racing for the Fiscal Quarters ending September
30, 2001, December 31, 2001, March 31, 2002, June 30, 2002 and September 30,
2002). For the three Fiscal Quarters, commencing with the Fiscal Quarter ending
March 31, 2002, EBITDA shall be calculated after giving pro forma effect to the
acquisition of Delta Downs Racetrack and Casino. For the Fiscal Quarter ending
March 31, 2002, Boyd Racing's earnings before depreciation, amortization,
interest expense, pre-opening expenses, extraordinary items and taxes, all as
determined in accordance with GAAP ("Delta Downs EBITDA"), for such Fiscal
Quarter shall be multiplied by four and the resulting product added to EBITDA.
For the Fiscal Quarter ending June 30, 2002, the Delta Downs EBITDA for the two
Fiscal Quarters ending on such date shall be multiplied by two and the resulting
product added to EBITDA. For the Fiscal Quarter ending September 30, 2002, the
Delta Downs EBITDA for the three Fiscal Quarters ending on such date shall be
multiplied by four, divided by three and the resulting figure added to EBITDA.

     "Effective Date" means the date this Agreement becomes effective pursuant
to the second sentence of Section 10.8.

                                        8

<PAGE>


     "Eldorado" means Eldorado, Inc., a Nevada corporation and a direct,
wholly-owned Subsidiary of CH&C that operates the Eldorado Casino and the Jokers
Wild Casino.

     "Eldorado Casino" means the Eldorado Casino which is owned by Eldorado and
is located in Henderson, Nevada.

     "Eligible Assignee" means (a) a financial institution organized under the
laws of the United States or any state thereof; (b) a commercial bank organized
under the laws of any other country which is a member of the Organization for
Economic Cooperation and Development (the "OECD"), or a political subdivision of
any such country, provided that such bank is acting through a branch or agency
located in the United States of America; (c) a Person that is engaged in the
business of commercial finance and that is (i) a Subsidiary of a Lender, (ii) a
Subsidiary of a Person of which a Lender is a Subsidiary, or (iii) a Person of
which a Lender is a Subsidiary; and (d) a financial institution, insurance
company, mutual fund or other fund that has been approved by the Borrower and
the Administrative Agent (which approvals shall not be unreasonably withheld)
and that is, to the extent required under applicable Gaming Laws, registered
with, approved by, or not disapproved by (whichever may be required under
applicable Gaming Laws), all applicable Gaming Boards; provided that in no event
shall the Borrower or Affiliate of the Borrower be an Eligible Assignee.

     "Environmental Laws" means all applicable federal, state or local statutes,
laws, ordinances, codes, rules, regulations and guidelines (including consent
decrees and administrative orders) regulating or imposing liability or standards
of conduct with respect to Hazardous Materials.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

     "Eurodollar Office" means, relative to any Lender, the office of such
Lender designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender as designated from time to
time by notice from such Lender to the Borrower and the Administrative Agent,
whether or not outside the United States, which shall be making or maintaining
Eurodollar Rate Loans of such Lender hereunder.

     "Eurodollar Rate" means, relative to the Interest Period for each
Eurodollar Rate Loan comprising all or any part of the same Borrowing, the rate
of interest equal to (a) the interest rate per annum for deposits in U.S.
dollars and for a period approximately equal to such Interest Period which
appears on page 3750 of the Dow Jones Telerate Screen as of 11:00 a.m. London
time two Business Days prior to the beginning of such Interest Period for
delivery on the first day of such Interest Period, or (b) if such a rate does
not appear on page 3750 of the Dow Jones Telerate Screen, the average (rounded
upwards, if necessary, to the nearest 1/100 of 1%) of the rates per annum at
which Dollar deposits in immediately available funds are offered to the
Administrative Agent in the interbank market as at or about 11:00 a.m. New York
City time two Business Days prior to the beginning of such Interest Period for
delivery on the first day of such Interest Period, and for a period equal to
such Interest Period.


                                       9

<PAGE>

     "Eurodollar Rate Loan" means a Loan bearing interest, at all times during
an Interest Period applicable to such Loan, at a fixed rate of interest
determined by reference to the Eurodollar Rate (Reserve Adjusted).

     "Eurodollar Rate (Reserve Adjusted)" means, relative to any Loan to be
made, continued or maintained as, or converted into, a Eurodollar Rate Loan for
any Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined pursuant to the following formula:

           Eurodollar Rate    =          Eurodollar Rate
                                 ------------------------------------
         (Reserve Adjusted)      1.00 - Eurodollar Reserve Percentage

The Eurodollar Rate (Reserve Adjusted) for the Interest Period for each
Eurodollar Rate Loan comprising part of the same Borrowing will be determined by
the Administrative Agent two Business Days before the first day of such Interest
Period.

     "Eurodollar Reserve Percentage" means, relative to each Interest Period, a
percentage (expressed as a decimal) equal to the daily average during such
Interest Period of the percentages in effect on each day of such Interest
Period, as prescribed by the F.R.S. Board, for determining the maximum aggregate
reserve requirements (including any emergency, supplemental or other marginal
reserve requirement) applicable to "Eurocurrency Liabilities" pursuant to
Regulation D or any other applicable regulation issued from time to time by the
F.R.S. Board which prescribes reserve requirements applicable to "Eurocurrency
Liabilities" as currently defined in Regulation D having a term approximately
equal or comparable to such Interest Period.

     "Event of Default" is defined in Section 8.1.

     "Existing Letters of Credit" means the letters of credit described in
Schedule II.

     "Expansion Capital Expenditure" means any Capital Expenditure of the
Borrower or any of its Subsidiaries (a) made with respect to any Venture that
is, or after giving effect to such expenditures will be, wholly-owned by the
Borrower, a Guarantor or a direct or indirect wholly-owned Subsidiary of the
Borrower or (b) which further expands any existing Venture wholly-owned by the
Borrower, a Guarantor or a direct or indirect wholly-owned Subsidiary of the
Borrower and which is not properly characterized as a Maintenance Capital
Expenditure.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to

          (a) the weighted average of the rates on overnight federal funds
     transactions with members of the Federal Reserve System arranged by federal
     funds brokers, as published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal Reserve Bank of
     New York; or

          (b) if such rate is not so published for any day which is a Business
     Day, the average of the quotations for such day on such transactions
     received by the


                                       10

<PAGE>

     Administrative Agent from three federal funds brokers of recognized
     standing selected by it.

     "First Preferred Ship Mortgages" means those certain First Preferred Ship
Mortgages on the Whole of the Patco 400, Official Number 545101, on the Whole of
Treasure Chest Casino, Official Number 1025416, on the Whole of Par-A-Dice,
Official Number 1020343 and on the Whole of Blue Chip Casino, Official Number
1056331.

     "Fiscal Quarter" means any quarter of a Fiscal Year.

     "Fiscal Year" means any period of twelve consecutive calendar months ending
on December 31; references to a Fiscal Year with a number corresponding to any
calendar year (e.g. the "2001 Fiscal Year") refers to the Fiscal Year ending on
the December 31 occurring during such calendar year.

     "Fremont Hotel and Casino" means the Fremont Hotel and Casino which is
owned by Sam-Will and is located in Las Vegas, Nevada.

     "Fronting Fee" is defined in Section 3.3.3.

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

     "GAAP" is defined in Section 1.4.

     "Gaming Board" means any governmental agency that holds regulatory,
licensing or permit authority over gambling, gaming or casino activities
conducted by the Borrower or any of its Subsidiaries within its jurisdiction.

     "Gaming Laws" means all Laws pursuant to which any Gaming Board possesses
regulatory, licensing or permit authority over gambling, gaming or casino
activities conducted by the Borrower or any of its Subsidiaries within its
jurisdiction.

     "Gaming License" means any license, permit, franchise or other
authorization from any governmental authority required to own, lease, operate or
otherwise conduct the gaming business of the Borrower and its Subsidiaries,
including all licenses granted under Gaming Laws.

     "Guaranty" means the guaranty executed and delivered by the Guarantors
pursuant to Section 5.1.3, and any Amendment to Guaranty executed and delivered
by a Subsidiary pursuant to Section 7.1.10 hereof, which shall be substantially
in the form of Exhibit G hereto, as amended, supplemented or otherwise modified
from time to time.

     "Guarantors" means, collectively, Mare-Bear, Sam-Will, Boyd Tunica, CH&C,
CHFC, the Borgata Subsidiary, Eldorado, Par-A-Dice Gaming Corporation, Boyd
Kenner, Boyd Louisiana Racing, MSW, Treasure Chest, Boyd Indiana, Blue Chip,
Boyd Louisiana, Boyd Racing, any other Significant Subsidiary of the Borrower
and any other Subsidiary that executes a Guaranty pursuant to the provisions of
Section 7.1.10.


                                       11

<PAGE>

     "Hazardous Material" means

          (a) any "hazardous substance", as defined by CERCLA;

          (b) any "hazardous waste", as defined by the Resource Conservation and
     Recovery Act, as amended; or

          (c) any hazardous, dangerous or toxic chemical, material or substance
     within the meaning of any other applicable federal, state or local law,
     regulation, ordinance or requirement (including consent decrees and
     administrative orders) requiring investigation or remediation or regulating
     or imposing liability or standards of conduct concerning any hazardous,
     toxic or dangerous waste, substance or material, all as amended or
     hereafter amended.

     "Hazardous Materials Indemnity" means that certain Hazardous Materials
Indemnity executed and delivered by the Borrower and each of the Guarantors
pursuant to Section 5.1.11, substantially in the form of Exhibit H hereto, as
amended, supplemented, restated or otherwise modified from time to time.

     "Hedging Obligations" means, with respect to any Person, all liabilities of
such Person under Interest Rate Agreements and Currency Exchange Protection
Agreements.

     "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

     "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of the Borrower, any qualification or exception to such opinion or certification

          (a) which is of a "going concern" or similar nature;

          (b) which relates to the limited scope of examination of matters
     relevant to such financial statement; or

          (c) which relates to such financial statement and which the Majority
     Lenders reasonably determine is unacceptable.

     "including" means including without limiting the generality of any
description preceding such term.

     "Indebtedness" of any Person means, without duplication:

          (a) all obligations of such Person for borrowed money and, without
     duplication, all obligations of such Person evidenced by bonds, debentures,
     notes or other

                                       12

<PAGE>

     similar instruments other than by endorsements of instruments in the
     ordinary course of collection;

          (b) all obligations, contingent or otherwise, relative to the face
     amount of all letters of credit, whether or not drawn, and bankers'
     acceptances issued for the account of such Person;

          (c) all obligations of such Person as lessee under leases which (i)
     have been or should be, in accordance with GAAP, recorded as Capital Lease
     Obligations or (ii) are treated as operating leases under GAAP but are
     treated as secured financings for commercial law and federal income tax
     purposes (commonly referred to as "synthetic" leases or off-balance sheet
     loans);

          (d) all other items which, in accordance with GAAP, would be included
     as liabilities on the liability side of the balance sheet of such Person as
     of the date at which Indebtedness is to be determined (including trade
     payables and other current accrued liabilities arising in the ordinary
     course of business);

          (e) without duplication, net liabilities of such Person under all
     Hedging Obligations, as determined in accordance with GAAP;

          (f) whether or not so included as liabilities in accordance with GAAP,
     all obligations of such Person to pay the deferred purchase price of
     property or services (excluding trade payables and other current accrued
     liabilities arising in the ordinary course of business), and indebtedness
     (excluding prepaid interest thereon) secured by a Lien on property owned or
     being purchased by such Person (including indebtedness arising under
     conditional sales or other title retention agreements), whether or not such
     indebtedness shall have been assumed by such Person or is limited in
     recourse; and

          (g) all Contingent Liabilities of such Person in respect of any of
     the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership in which such Person is a general partner or
any joint venture in which such Person is a joint venturer to the extent of such
Person's liability for such Indebtedness in connection with such partnership or
joint venture.

     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Interest Coverage Ratio" means the ratio of (a) twelve-month trailing
EBITDA to (b) the Borrower and its Subsidiaries' consolidated interest expense
(as defined under GAAP) for such twelve-month period minus any amortization of
financing fees during such period plus all capitalized interest expense during
such period.

     "Interest Period" means, relative to any Eurodollar Rate Loans comprising
part of the same Borrowing, the period beginning on (and including) the date on
which such Eurodollar Rate

                                       13

<PAGE>

Loan is made or continued as, or converted into, a Eurodollar Rate Loan pursuant
to Section 2.3 or 2.5 and shall end on (but exclude) the day which numerically
corresponds to such date one, two, three or six months thereafter (or, if such
month has no numerically corresponding day, on the last Business Day of such
month) or for such other time period for which the Administrative Agent shall
determine that Dollar deposits are generally available in the interbank market,
in either case as the Borrower may select in its relevant notice pursuant to
Section 2.3 or 2.5; provided, however, that

          (a) the Borrower shall not be permitted to select Interest Periods to
     be in effect at any one time which have expiration dates occurring on more
     than twelve different dates;

          (b) Interest Periods commencing on the same date for Loans comprising
     part of the same Borrowing shall be of the same duration;

          (c) if such Interest Period would otherwise end on a day which is not
     a Business Day, such Interest Period shall end on the next following
     Business Day (unless such next following Business Day is the first Business
     Day of the next calendar month, in which case such Interest Period shall
     end on the Business Day next preceding such numerically corresponding day);

          (d) no Interest Period may end later than the Stated Maturity Date;
     and

          (e) the Borrower shall select Interest Periods that will enable the
     Borrower to meet its payment obligations on each Commitment Reduction Date
     without having to prepay any Eurodollar Rate Loans.

     "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement.

     "Investment" means, relative to any Person,

          (a) any loan or advance made by such Person to any other Person
     (excluding commission, travel and similar advances to officers and
     employees made in the ordinary course of business);

          (b) any Contingent Liability of such Person; and

          (c) any ownership or similar interest held by such Person in any
     other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

                                       14

<PAGE>

     "Jokers Wild Casino" means the Jokers Wild Casino which is owned by
Eldorado and is located in Henderson, Nevada.

     "L/C Fees" is defined in Section 3.3.3.

     "L/C Issuer" shall mean CIBC or any other Lender approved by the Borrower.

     "Laws" is defined in Section 6.10.

     "Lead Arranger" means CIBC World Markets Corp.

     "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit I hereto.

     "Lenders" is defined in the preamble.

     "Letter of Credit" means a standby letter of credit issued at the request
and for the account of the Borrower or for the account of the Borrower and one
or more of its Subsidiaries pursuant to Section 2.7.

     "Lien" means any security interest, mortgage, pledge, hypothecation, or
other assignment, deposit arrangement, encumbrance, or lien (statutory or
other).

     "Loan" means, as the context may require a Term Loan, a Revolving Loan or a
Swing Loan of any Type made hereunder.

     "Loan Document" means this Agreement, the Notes, each Letter of Credit, the
Deeds of Trust, the First Preferred Ship Mortgages, the Security Agreement, the
Guaranty, the Hazardous Materials Indemnity and each other document or
instrument to be delivered in connection with this Agreement.

     "Main Street Station" means the Main Street Station Hotel and Casino, which
facility is owned by MSW and is located in Las Vegas, Nevada.

     "Maintenance Capital Expenditures" means any Capital Expenditures by the
Borrower or its Subsidiaries which are made to maintain or restore the condition
or usefulness of property of the Borrower or its Subsidiaries but which are not
properly chargeable to repairs and maintenance in accordance with GAAP;
provided, however, that such term shall not include any Capital Expenditures to
restore the condition or usefulness of property to the extent funded from
insurance proceeds delivered to the Borrower or its Subsidiaries in accordance
with the terms of the Loan Documents.

     "Majority Lenders" means, at any time, Lenders owed or holding (a) if the
Revolving Loan Commitments shall not have been terminated, greater than 50% of
the aggregate of all Term Loans and Revolving Loan Commitments then outstanding
or (b) if the Revolving Loan Commitments shall have been terminated, greater
than 50% of the aggregate amount of all Loans then outstanding.


                                       15

<PAGE>

     "Majority Revolving Lenders" means, at any time, Revolving Lenders owed or
holding (a) if the Revolving Loan Commitments shall not have been terminated, at
least 51% of the Revolving Percentages or (b) if the Revolving Loan Commitments
shall have been terminated, at least 51% of the aggregate amount of all
Revolving Loans then outstanding.

     "Majority Term Lenders" means, at any time, Term Lenders owed or holding
(a) if the Term Loan Commitments shall not have been terminated, at least 51% of
the Term Percentages or (b) if the Term Loan Commitments shall have been
terminated, at least 51% of the aggregate amount of all Term Loans then
outstanding.

     "Mare-Bear" means Mare-Bear, Inc., a Nevada corporation and wholly-owned
Subsidiary of CH&C.

     "Material Adverse Effect" means any circumstances or event which is
reasonably likely to (i) have any material adverse effect upon the validity or
enforceability of this Agreement, the Notes or any other Loan Document, (ii) be
material and adverse to the condition (financial or otherwise), business,
operations or property of the Borrower and the Guarantors taken as a whole, or
(iii) materially impair the ability of the Borrower or any Guarantor to fulfill
its respective obligations under this Agreement, the Notes or any other Loan
Document.

     "Monthly Payment Date" means the first day of each calendar month or, if
any such day is not a Business Day, the next succeeding Business Day.

     "MSW" means MSW, Inc., a Nevada corporation which is a wholly-owned
Subsidiary of CH&C.

     "Net Cash Proceeds" means, with respect to any Restricted Disposition, the
gross consideration received by or for such Restricted Disposition by the
Borrower or any Guarantor minus (i) transfer taxes paid or payable as a result
of such sale, (ii) broker's commissions and other professional fees and expenses
relating to such sale that are payable by the seller, (iii) any amount applied
to repayment of Indebtedness secured by a Lien permitted under Section 7.2.3 on
the asset that is the subject of such sale and (iv) any promissory notes
received by the seller in connection with such sale.

     "Net Worth" means the consolidated net worth of the Borrower and its
Subsidiaries.

     "New Venture" means any Venture not wholly-owned by the Borrower or one of
its Subsidiaries as of the Effective Date but which after the Effective Date is
owned by the Borrower, one of its Subsidiaries or a New Venture Entity in which
the Borrower or one of its Subsidiaries holds an Investment.

     "New Venture Entity" means the Person or Persons that directly owns a New
Venture, if such Person or Persons are neither the Borrower nor a Subsidiary of
the Borrower. The Borgata LLC is a New Venture Entity.

     "New Venture Investment" means any Investment of the Borrower or any of its
direct or indirect wholly-owned Subsidiaries in a New Venture Entity.


                                       16

<PAGE>

     "Note" means, as the context may require, either a Revolving Note, a Term
Note or the Swingline Note.

     "Notes" means the Revolving Notes, the Term Notes and the Swingline Note.

     "Obligations" means all obligations (monetary or otherwise) of the Borrower
arising under or in connection with this Agreement, the Notes, the Letters of
Credit and each other Loan Document.

     "Organic Document" means, relative to any Person, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements to which such Person is a party applicable to any of its
authorized shares of Capital Stock.

     "Par-A-Dice Hotel and Casino" means the Par-A-Dice riverboat casino and
nearby hotel, which facility is owned by Par-A-Dice Gaming Corporation and is
located in East Peoria, Illinois.

     "Participant" is defined in Section 10.11.

     "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

     "Pension Plan" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

     "Percentage" means, as the context may require, a Lender's Revolving
Percentage, Term Percentage or Aggregate Percentage.

     "Permitted Disposition" means any (a) sale or disposition of assets by the
Borrower or any Subsidiary in the ordinary course of business (which sale shall
for purposes hereof include replacement of gaming equipment), or (b) sale or
disposition by the Borrower or any Subsidiary of (i) assets other than any
Collateral or the Capital Stock of any Guarantor or (ii) the Borrower's direct
or indirect interest in the Borgata Hotel and Casino so long as such sale or
disposition would not result in the Borrower owning, directly or indirectly,
less than 40% of the equity interest in the Borgata Hotel and Casino, or (c)
sale or disposition by the Borrower or any Guarantor of any Collateral so long
as (i) such assets are not material to the business, operations or property of
the Venture in which such assets are used and (ii) the aggregate value of all
such assets sold or disposed does not exceed $25,000,000 in the aggregate over
the term of this Agreement, or (d) sale of the Borrower's stock so long as such
sale does not cause a Change of Control, or (e) any organizational restructuring
permitted by Section 7.1.7 or Section 7.2.8, or (f) disposition of assets made
consistent with each Guarantor's historical practices in connection with the
renovation, expansion or modification of any of the Pledged Casinos, or (g) the


                                       17

<PAGE>

contribution by CH&C to a non-profit corporation of the western half of the
parking lot owned by it in downtown Las Vegas bordered by Main Street, Stewart
Avenue and US Highway 93/95 and its off ramp onto Casino Center Drive.

     "Permitted Liens" means the Liens permitted under Section 7.2.3.

     "Permitted Senior Note Issuance" means an issuance after the Effective Date
by the Borrower or CHFC of senior unsecured notes on terms reasonably acceptable
to the Administrative Agent.

     "Permitted Subordinated Debt Issuance" means an issuance after the
Effective Date by the Borrower or CHFC of subordinated unsecured Indebtedness on
terms reasonably acceptable to the Administrative Agent.

     "Person" means any natural person, corporation, partnership, joint
venture, firm, limited liability company, trust, association, government,
governmental agency or any other entity, whether acting in an individual,
fiduciary or other capacity.

     "Personal Property Collateral" is defined in Section 5.1.4.

     "Plan" means any Pension Plan or Welfare Plan.

     "Pledged Casinos" shall mean all real property interests underlying (i)
Par-A-Dice Hotel and Casino, (ii) Sam's Town Tunica, (iii) Sam's Town Las Vegas,
(iv) the California Hotel and Casino, (v) the Stardust Hotel and Casino, (vi)
the Fremont Hotel and Casino, (vii) the Treasure Chest Casino, (viii) the
Eldorado Casino, (ix) the Jokers Wild Casino, (x) the Main Street Station, (xi)
the Blue Chip Casino, (xii) Delta Downs Racetrack and Casino, and in each case
all rights appurtenant thereto and (xiii) any Ventures pledged pursuant to
Section 7.1.10, all property subject to the Liens of the First Preferred Ship
Mortgages, and all fixtures, personal property and other improvements now
existing or to be constructed on any of such properties (exclusive of any gaming
equipment to the extent the pledge thereof is prohibited by local law).

     "Prior Credit Agreement" is defined in the first recital.

     "Related Fund" means, with respect to any Lender which is a fund that
invests in loans, any other fund that invests in loans and is managed by the
same investment advisor as such Lender or by an Affiliate thereof.

     "Release" means a "release", as such term is defined in CERCLA.

     "Restricted Disposition" means any sale, lease, transfer or disposition of,
or grant of options, warrants or other rights with respect to, assets by the
Borrower or any Guarantor (including accounts receivable and Capital Stock of
its Subsidiaries) that is not a Permitted Disposition.

     "Restricted Indebtedness" means (a) all Indebtedness incurred pursuant to
any Permitted Senior Note Issuance (exclusive of any Permitted Senior Note
Issuance to the extent the proceeds


                                       18

<PAGE>

thereof are used to refinance the Senior Notes due 2009) or (b) all Indebtedness
incurred pursuant to any Permitted Subordinated Debt Issuance (exclusive of any
Permitted Subordinated Debt Issuance to the extent the proceeds thereof are used
to refinance the Senior Notes due 2009, the Senior Subordinated Notes due 2007
or the Senior Subordinated Notes due 2012) in excess of $250,000,000 (exclusive
of any Indebtedness incurred pursuant to any Permitted Subordinated Debt
Issuance with respect to which the Borrower has reduced the Commitment Amounts
pursuant to Section 2.2.2), except, in each case, to the extent otherwise
permitted pursuant to Section 7.2.2(vi).

     "Revolving Lender" means each Lender that holds a Revolving Loan Commitment
or a Revolving Loan.

     "Revolving Loan" means each Loan made by the Revolving Lenders pursuant to
the Revolving Loan Commitment.

     "Revolving Loan Commitment" is defined in Section 2.1.2.

     "Revolving Loan Commitment Amount" means, on any date, $400,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2 or Section
10.11.2 or increased pursuant to Section 2.9 minus the aggregate principal
amount of indebtedness of the Borrower to the Swingline Lender resulting from
outstanding Swing Loans, minus the aggregate undrawn face amount of outstanding
Letters of Credit.

     "Revolving Loan Commitment Termination Date" means the earliest of

          (a) the Stated Maturity Date;

          (b) the date on which the Revolving Loan Commitments of the Lenders
     are terminated in full pursuant to Section 2.2; and

          (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c), the Revolving
Loan Commitments shall terminate automatically and without any further action.

     "Revolving Note" means a promissory note of the Borrower payable to any
Revolving Lender in the form of Exhibit A hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Revolving Lender resulting from
outstanding Revolving Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

     "Revolving Percentage" means, relative to any Revolving Lender for all
Revolving Loans made or Letters of Credit issued, the quotient of such Lender's
Revolving Loan Commitment divided by the aggregate amount of all Revolving Loan
Commitments, expressed as a percentage, as such percentage may be adjusted from
time to time pursuant to Section 2.9 or pursuant to Lender Assignment Agreements
executed by such Lender and its Assignee Lenders and delivered and accepted
pursuant to Section 10.11.

                                       19

<PAGE>


     "Sam-Will" means Sam-Will, Inc., a Nevada corporation and wholly-owned
Subsidiary of CH&C.

     "Sam's Town Las Vegas" means Sam's Town Hotel, Gambling Hall and Bowling
Center, which facility is owned by CH&C and is located in Las Vegas, Nevada.

     "Sam's Town Tunica" means Sam's Town Hotel and Gambling Hall, which
facility is owned by Boyd Tunica and is located in Tunica County, Mississippi.

     "Security Agreement" means the security agreement executed and delivered
pursuant to Section 5.1.4, as such agreement may be amended, supplemented,
restated or otherwise modified from time to time, which will cover all of the
property and rights described therein that can be pledged without the consent of
any third party and which will be in substantially the form of Exhibit I hereto.

     "Senior Indenture dated 1996" means that certain Indenture dated as of
October 4, 1996 among the Borrower, as issuer, certain Subsidiaries of the
Borrower as guarantors and The Bank of New York, as trustee.

     "Senior Indenture dated 2001" means that certain Indenture dated as of July
26, 2001 among the Borrower, as issuer, certain Subsidiaries of the Borrower as
guarantors and The Bank of New York, as trustee.

     "Senior Leverage Ratio" means the ratio of (a) Total Debt minus all
Subordinated Debt to (b) twelve-month trailing EBITDA. For purposes of
determining such ratio, the outstanding Total Debt and Subordinated Debt shall
be calculated as of the last day of the applicable Fiscal Quarter.

     "Senior Notes" means the Senior Notes due 2003 and the Senior Notes due
2009.

     "Senior Notes due 2003" means the $200,000,000 of 9.25% Senior Notes of the
Borrower due on October 1, 2003 outstanding under the Senior Indenture dated
1996.

     "Senior Notes due 2009" means the $200,000,000 of 9.25% Senior Notes of the
Borrower due on August 1, 2009 outstanding under the Senior Indenture dated
2001.

     "Senior Subordinated Indenture dated 1997" means that certain Indenture
dated as of July 22, 1997 between the Borrower, as issuer, and State Street Bank
and Trust Company, as trustee.

     "Senior Subordinated Indenture dated 2002" means that certain Indenture
dated as of April 8, 2002 between the Borrower, as issuer, and Wells Fargo Bank,
National Association, as trustee.

     "Senior Subordinated Notes due 2007" means the $250,000,000 of 9 1/2%
Senior Subordinated Notes of the Borrower due July 15, 2007 outstanding under
the Senior Subordinated Indenture dated 1997.

                                       20

<PAGE>

     "Senior Subordinated Notes due 2012" means the $250,000,000 of 8.75% Senior
Subordinated Notes of the Borrower due April 15, 2012 outstanding under the
Senior Subordinated Indenture dated 2002.

     "Significant Subsidiary" means each Subsidiary of the Borrower that

          (a) is designated with an asterisk in Item 2 ("Existing Subsidiaries")
     of the Disclosure Schedule;

          (b) accounted for at least 5% of consolidated revenues of the
     Borrower and its Subsidiaries or 5% of consolidated earnings of the
     Borrower and its Subsidiaries before interest and taxes, in each case for
     the four Fiscal Quarters of the Borrower ending on the last day of the last
     Fiscal Quarter of the Borrower immediately preceding the date as of which
     any such determination is made; or

          (c) has assets which represent at least 5% of the consolidated assets
     of the Borrower and its Subsidiaries as of the last day of the last Fiscal
     Quarter of the Borrower immediately preceding the date as of which any such
     determination is made,

all of which, with respect to clauses (b) and (c), shall be as reflected on the
financial statements of the Borrower for the period, or as of the date, in
question.

     "Stardust Hotel and Casino" means the Stardust Hotel and Casino which is
owned by Mare-Bear and is located in Las Vegas, Nevada.

     "Stated Maturity Date" means June 24, 2007 with respect to the Revolving
Loans, and June 24, 2008 with respect to the Term Loans; provided that if the
Borrower shall not have fully repaid or refinanced the Senior Subordinated Notes
due 2007, on terms acceptable to the Administrative Agent prior to December 31,
2006, the Stated Maturity Date with respect to Revolving Loans and Term Loans
shall be March 31, 2007.

     "Subordinated Debt" means the Senior Subordinated Notes due 2007, the
Senior Subordinated Notes due 2012, the Permitted Subordinated Debt Issuance,
and all additional unsecured Indebtedness of the Borrower for money borrowed
which is subordinated, upon terms satisfactory to the Administrative Agent, in
right of payment to the payment in full in cash of all Obligations.

     "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, trust or other organization of which
more than 50% of the outstanding Capital Stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether at the time Capital Stock of any other
class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency) or other managing person(s) is at the time
directly or indirectly owned by such Person, by such Person and one or more
other Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person; provided, however, that the term "Subsidiary" shall not include any New
Venture Entity in which the Borrower or any of its Subsidiaries owns less than
80% of the outstanding Capital Stock or other ownership interests.

                                       21

<PAGE>


     "Swingline Commitment" is defined in Section 2.1.3.

     "Swingline Lender" means Wells Fargo Bank, N.A., and its successors and
assigns.

     "Swingline Note" means a promissory note of the Borrower payable to the
Swingline Lender in the form of Exhibit C hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to the Swingline Lender resulting from
outstanding Swing Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

     "Swing Loan" means each Loan made by the Swingline Lender pursuant to the
Swingline Commitment.

     "Swing Loan Commitment Amount" means, on any date, $15,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2.

     "Taxes" is defined in Section 4.6.

     "Term Lender" means each Lender that holds a Term Loan Commitment or a Term
Loan.

     "Term Loan" is defined in Section 2.1.1.

     "Term Loan Commitment" is defined in Section 2.1.1.

     "Term Loan Commitment Amount" means, on any date, $100,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2 or Section
10.11.2 or increased pursuant to Section 2.9.

     "Term Loan Commitment Termination Date" means, except for Term Loans made
pursuant to Section 2.9 the earliest of

          (a) June 30, 2002;

          (b) the date of the initial Borrowing; and

          (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the Term Loan Commitments
shall terminate automatically and without any further action.

     "Term Note" means a promissory note of the Borrower payable to any Term
Lender, in the form of Exhibit B hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to such Term Lender resulting from outstanding Term
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

     "Term Percentage" means, relative to any Term Lender, the quotient of such
Lender's Term Loan Commitment divided by the aggregate amount of all Term Loan
Commitments,

                                       22

<PAGE>


expressed as a percentage, as such percentage may be adjusted from time to time
pursuant to Section 2.9 or pursuant to Lender Assignment Agreements executed by
such Lender and its Assignee Lenders and delivered and consented to pursuant to
Section 10.11.

     "Title Company" means Lawyers Title Insurance Company or such other title
insurance company as may be reasonably acceptable to the Administrative Agent.

     "Title Policies" is defined in Section 5.1.5.

     "Total Debt" means the consolidated Indebtedness of the Borrower and its
Subsidiaries of the nature referred to in clauses (a), (b), (c), (f) and (g) of
the definition of "Indebtedness" (exclusive of any Indebtedness of the
Borrower's Subsidiaries to the Borrower or another Subsidiary or any
Indebtedness of the Borrower to any Subsidiary).

     "Total Leverage Ratio" means the ratio of (a) Total Debt to (b)
twelve-month trailing EBITDA. For purposes of determining such ratio, the
outstanding Total Debt shall be calculated as of the last day of the applicable
Fiscal Quarter.

     "Treasure Chest" means Treasure Chest Casino LLC, a Louisiana limited
liability company.

     "Treasure Chest Casino" means Treasure Chest casino, which facility is
owned by Treasure Chest and is located in Kenner, Louisiana.

     "Type" means, relative to any Borrowing or Loan, the portion thereof, if
any, being maintained as a Base Rate Loan or a Eurodollar Rate Loan.

     "United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

     "Unused Fees" is defined in Section 3.3.1.

     "Venture" means any casino, hotel, casino/hotel, resort, resort/hotel,
riverboat, riverboat/dockside casino, horse racing track, entertainment center
or similar facility (or any site or proposed site for any of the foregoing),
together with the businesses and operations incidental thereto.

     "Welfare Plan" means a "welfare plan", as such term is defined in section
3(1) of ERISA.

     Section 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in each Note, Borrowing Request,
Continuation/Conversion Notice, Loan Document, notice and other communication
delivered from time to time in connection with this Agreement or any other Loan
Document.

     Section 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such

                                       23

<PAGE>


Article or Section of this Agreement or such other Loan Document, as the case
may be, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

     Section 1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder shall be made (including without limitation the computation of all
financial covenants in Section 7.2.4), in accordance with those generally
accepted accounting principles ("GAAP") applied in the preparation of the
financial statements for the period ending March 31, 2002 referred to in Section
6.5. Notwithstanding the foregoing, all financial statements required to be
delivered hereunder or under any other Loan Document (including without
limitation, those to be delivered pursuant to Section 7.1.1 hereof) shall be
prepared in accordance with generally accepted accounting principles as in
effect from time to time.

                                   ARTICLE II
                   COMMITMENTS, BORROWING PROCEDURES AND NOTES

     Section 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Article V), each Lender severally agrees to make Loans
pursuant to the Commitments described in this Section 2.1.

             Section 2.1.1. Term Loan Commitment. On the date of the initial
Borrowing hereunder, each Lender will make Loans (relative to such Lender, its
"Term Loan") to the Borrower equal to such Lender's Term Percentage of the
aggregate amount of the Borrowing of Term Loans requested by the Borrower to be
made on such day. The Commitment of each Lender described in this Section 2.1.1
is herein referred to as its "Term Loan Commitment". Except as otherwise
provided in Section 2.9, on the date of the initial Borrowing hereunder, the
Term Loan Commitment shall terminate, and any portion of the Term Loan
Commitment Amount that is not borrowed on such date shall be extinguished. No
amounts paid or prepaid with respect to Term Loans may be reborrowed.

             Section 2.1.2. Revolving Loan Commitment. From time to time on any
Business Day occurring before the Revolving Loan Commitment Termination Date,
each Lender will make Revolving Loans to the Borrower equal to such Lender's
Revolving Percentage of the aggregate amount of the Borrowing of Revolving Loans
requested by the Borrower to be made on such day. The Commitment of each Lender
described in this Section 2.1.2 is herein referred to as its "Revolving Loan
Commitment". On the terms and subject to the conditions hereof, the Borrower may
from time to time borrow, prepay and reborrow Revolving Loans.

             Section 2.1.3. Swing Loan Commitment. From time to time on any
Business Day occurring before the Revolving Loan Commitment Termination Date,
the Swingline Lender will make Swing Loans to the Borrower equal to the amount
of Swing Loans requested by the Borrower to be made on such day. The commitment
of the Swingline Lender described in this Section 2.1.3 is herein referred to as
its "Swingline Commitment". On the terms and subject to

                                       24

<PAGE>


the conditions hereof, the Borrower may from time to time borrow, repay and
reborrow Swing Loans.

             Section 2.1.4. Lenders Not Permitted or Required To Make Loans.
Notwithstanding anything to the contrary contained herein,

             (a) no Lender shall be permitted or required to make its Term Loan
        if, after giving effect thereto,

                 (i)   the aggregate outstanding principal amount of all Term
             Loans of all Lenders would exceed the Term Loan Commitment Amount,
             or

                 (ii)  the aggregate outstanding principal amount of the Term
             Loans of such Lender would exceed such Lender's Term Percentage of
             the Term Loan Commitment Amount;

             (b) no Lender shall be permitted or required to make any Revolving
        Loan if, after giving effect thereto, the aggregate outstanding
        principal amount of all Revolving Loans

                 (i)   of all Lenders would exceed the Revolving Loan Commitment
             Amount, or

                 (ii)  of such Lender would exceed such Lender's Revolving
             Percentage of the Revolving Loan Commitment Amount; and

             (c) the Swingline Lender shall not be permitted or required to make
        any Swing Loan if, after giving effect thereto,

                 (i)   the aggregate outstanding principal amount of all Swing
             Loans would exceed the Swing Loan Commitment Amount; or

                 (ii)  the aggregate outstanding principal amount of all Swing
             Loans and Revolving Loans together with the aggregate undrawn face
             amount of outstanding Letters of Credit and any unreimbursed
             drawings under Letters of Credit would exceed $400,000,000, as such
             amount may be reduced from time to time pursuant to Section 2.2 or
             increased pursuant to Section 2.9.

     Section 2.2. Reduction of Commitment Amounts. The Commitment Amounts are
subject to reduction from time to time pursuant to this Section 2.2.

             Section 2.2.1. Optional. The Borrower may, from time to time on any
Business Day, voluntarily reduce the amount of any Commitment Amount; provided,
however, that all such reductions shall require at least five (5) Business Days'
prior notice to the Administrative Agent and be permanent, and any partial
reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 or
an integral multiple thereof. In addition, the Borrower may, from time to time,
on any Business Day terminate the Commitments of any

                                       25

<PAGE>

Lender that has become the subject of a Disqualification as provided in Section
10.11.2. Except for any reductions of Commitments made pursuant to the preceding
sentence, prior to the occurrence and continuance of an Event of Default, all
voluntary reductions of the Commitments by the Borrower shall be made to reduce
the Revolving Loan Commitment and, in the case of the last $15,000,000 of the
Revolving Loan Commitment, the Swing Loan Commitment.

             Section 2.2.2.    Mandatory Reductions From Net Proceeds.

             (a)  There shall be:

                  (i)   (A) a mandatory reduction of the Revolving Loan
             Commitment Amount and after the Revolving Loan Commitment Amount
             shall have been reduced to zero, the Term Loan Commitment Amount in
             connection with one hundred percent (100%) of the net cash proceeds
             received from any Permitted Senior Note Issuance or Permitted
             Subordinated Debt Issuance used to refinance the Senior Notes due
             2003, or, (B) in connection with net cash proceeds received by the
             Borrower from the issuance of any Restricted Indebtedness not
             described in clause (A), mandatory reductions of the Revolving Loan
             Commitment Amount and/or the Term Loan Commitment Amount in such
             proportions as the Borrower may elect by one hundred percent (100%)
             of the net cash proceeds received by the Borrower from the issuance
             of any Restricted Indebtedness.

                  (ii)  a mandatory pro rata reduction of the Term Loan
             Commitment Amount and the Revolving Loan Commitment Amount by one
             hundred percent (100%) of the Net Cash Proceeds received by the
             Borrower or any of its Subsidiaries from any Restricted
             Disposition.

                  (iii) a mandatory pro rata reduction of the Term Loan
             Commitment Amount and the Revolving Loan Commitment Amount by one
             hundred percent (100%) of all cash insurance proceeds received by
             the Borrower or any of its Subsidiaries from any condemnation
             awards or casualty losses; provided, however, so long as no Default
             shall have occurred and be continuing, upon the Borrower's request
             such proceeds shall be retained by the Borrower or delivered to the
             Borrower to repair or replace the property subject to such
             casualty.

             (b)  All net non-cash proceeds (including any promissory notes)
          realized from any transaction described in clause (a)(ii) or (a)(iii)
          above shall on the first Business Day following the Borrower's receipt
          thereof be assigned and delivered to the Administrative Agent as and
          shall be held by the Administrative Agent as additional Collateral for
          the performance of the Obligations. Upon the reduction of any non-cash
          proceeds to cash, the principal amount of such proceeds shall be
          applied by the Administrative Agent as provided in this Section 2.2.2
          and any interest attributable to such proceeds shall, prior to the
          occurrence and continuance of a Default, be delivered to the Borrower
          and from and after the occurrence and continuance of a Default, be
          applied by the Administrative Agent as hereinafter provided.

                                       26

<PAGE>


             (c)  The reduction of the Commitment Amounts shall be effective on
          the first Business Day following the Borrower's receipt of such net
          cash proceeds. Such net cash proceeds that are applied to the
          prepayment of the Term Loans shall be applied to the Term Loan
          repayments specified in Section 2.2.3 in the inverse order of
          maturity. Such net cash proceeds that are applied to the reduction of
          the Revolving Loan Commitment Amount shall be applied first, to reduce
          any unused portion of the Revolving Loan Commitment Amount and, in the
          case of the last $15,000,000 of the Revolving Loan Commitment Amount,
          the Swing Loan Commitment Amount, in which event such unused portion
          of the Revolving Loan Commitment Amount (or the Revolving Loan
          Commitment Amount and the Swingline Commitment Amount) shall, to the
          extent of such net cash proceeds, be canceled and the Borrower may
          retain proceeds in an amount equal to the amount of the Revolving Loan
          Commitment Amount so canceled; and thereafter, to the prepayment of
          the outstanding Revolving Loans in excess of such unused portion of
          the Revolving Loan Commitment Amount and the corresponding
          cancellation of the Revolving Loan Commitment Amount by the amount of
          such prepayment; provided that at such time, if any, as the Revolving
          Loan Commitment Amount is equal to or less than $15,000,000, the net
          cash proceeds shall be applied pro rata to the outstanding Revolving
          Loans and Swing Loans, with a cancellation of the Revolving Loan
          Commitment Amount and Swing Loan Commitment Amount by the amount of
          such prepayment.

             (d)  To the extent that the Revolving Loan Commitment Amount is at
          any time less than the aggregate undrawn face amount of outstanding
          Letters of Credit then in effect, then the Borrower must deposit with
          the Administrative Agent all amounts required pursuant to the second
          paragraph of Section 2.7 hereof.

          Section 2.2.3. Scheduled Commitment Reductions. The Term Loan
Commitment Amount and the aggregate outstanding principal amount of all Term
Loans shall be reduced on or before each date set forth below to an amount not
more than the amount set forth opposite such date:

                 Date                          Term Loan Commitment Amount
                 ----                          ---------------------------
        September 30, 2002                              $99,750,000
        December 31, 2002                               $99,500,000
        March 31, 2003                                  $99,250,000
        June 30, 2003                                   $99,000,000
        September 30, 2003                              $98,750,000
        December 31, 2003                               $98,500,000
        March 31, 2004                                  $98,250,000
        June 30, 2004                                   $98,000,000
        September 30, 2004                              $97,750,000
        December 31, 2004                               $97,500,000
        March 31, 2005                                  $97,250,000
        June 30, 2005                                   $97,000,000
        September 30, 2005                              $96,750,000

                                       27

<PAGE>

        December 31, 2005                               $96,500,000
        March 31, 2006                                  $96,250,000
        June 30, 2006                                   $96,000,000
        September 30, 2006                              $95,750,000
        December 31, 2006                               $95,500,000
        March 31, 2007                                  $95,250,000
        June 30, 2007                                   $95,000,000
        September 30, 2007                              $94,750,000
        December 31, 2007                               $94,500,000
        March 31, 2008                                  $94,250,000
        June 24, 2008                                       -0-

In the event that the Term Loan Commitment Amount shall be increased pursuant to
Section 2.9 hereof, the reduction amounts shown above from and after the date of
such increase will be ratably increased.

          Section 2.2.4. Post Default Application. After the occurrence and
during the continuance of an Event of Default, all optional and mandatory
reductions of commitment amounts under Section 2.2.1 and Section 2.2.2 shall be
applied to the pro rata reduction of all outstanding Revolving Loans, Swing
Loans and Term Loans and the cash-collateralization pursuant to Section 2.7 of
outstanding Letters of Credit. In the case of Revolving Loans and Term Loans,
such reductions shall be applied to the scheduled reductions set forth in
Section 2.2.3 in the inverse order of their maturity.

     Section 2.3. Borrowing Procedure.

          Section 2.3.1. Revolving Loans and Term Loans. The Borrower may from
time to time irrevocably request that a Borrowing of Revolving Loans be made,
and may prior to the date of its initial Borrowing hereunder or as provided in
Section 2.9 irrevocably request that a Borrowing of Term Loans be made, by
delivering a Borrowing Request to the Administrative Agent (i) for a Eurodollar
Rate Loan, on or before 11:30 a.m. New York time, on a Business Day, at least
three Business Days prior to the date of such proposed Borrowing, in a minimum
amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, or
in the unused amount of the applicable Commitment Amount, as the availability
thereof may be reduced pursuant to Section 2.2 and (ii) for a Base Rate Loan, on
or before 11:30 a.m. New York time, on a Business Day, at least one Business Day
prior to the date of such proposed Borrowing, in a minimum amount of $3,000,000
or an integral multiple of $1,000,000 in excess thereof, or in the unused amount
of the applicable Commitment Amount, as the availability thereof may be reduced
pursuant to Section 2.2. The Administrative Agent shall promptly notify each
other Lender in writing of the terms of such Borrowing Request. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be comprised
of the Type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request. On or before 1:00 p.m., New York City time, on the Business
Day such Loans are to be made, each Lender shall deposit with the Administrative
Agent same day funds in an amount equal to such Lender's Percentage of the
requested Borrowing. Such deposit will be made to an account which the
Administrative Agent shall specify from time to time by notice to the Lenders.
No Lender's obligation to make

                                       28

<PAGE>

any Loan shall be affected by any other Lender's failure to make any Loan. To
the extent funds are received from the Lenders, on the proposed date for such
Borrowing the Administrative Agent shall make such funds available to the
Borrower at the office of the Administrative Agent.

          Section 2.3.2. Swing Loans. The Borrower may from time to time
irrevocably request, by delivering a telephonic notice to the Swingline Lender
(which notice shall promptly be confirmed by telecopy to the Swingline Lender
and to the Administrative Agent) that a Borrowing of Swing Loans be made, by
1:00 p.m., Las Vegas time, on or before the date such Borrowing is requested, in
a minimum amount of $100,000 or an integral multiple thereof, or in the unused
amount of the Swingline Loan Commitment Amount. On the terms and subject to the
conditions of this Agreement, each such Borrowing shall be comprised of Base
Rate Loans, shall bear interest at the applicable rate for Base Rate Loans minus
0.5% and shall be made on the Business Day specified in its Borrowing Request.
The Swingline Lender shall make funds in an amount equal to the requested
Borrowing available to the Borrower to the accounts the Borrower shall have
specified in its Borrowing Request. Each request by the Borrower for a Borrowing
of Swing Loans shall be deemed to reaffirm the representations set forth in
subsections (a), (b) and (c) of Section 5.2.1. The Swingline Lender shall not
fund a Borrowing of Swing Loans if prior to the date of such Borrowing the
Swingline Lender shall have received written notice from the Administrative
Agent or any Lender of the existence and continuance of a Default or an Event of
Default.

     Section 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 11:30
a.m., New York time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than three or more than five Business Days'
notice that all, or any portion in an aggregate minimum amount of $3,000,000 and
an integral multiple of $1,000,000 in excess thereof, of any Loan be, in the
case of Base Rate Loans, converted into Eurodollar Rate Loans or, in the case of
Eurodollar Rate Loans, continued as a Eurodollar Rate Loan or that all, or any
portion in an aggregate minimum amount of $3,000,000 and an integral multiple of
$1,000,000 in excess thereof of any Loan be, in the case of Eurodollar Rate
Loans, converted into Base Rate Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any Eurodollar Rate Loan at least
three Business Days before the last day of the then current Interest Period with
respect thereto, such Eurodollar Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided, however, that no portion
of the outstanding principal amount of any Loans may be continued after the end
of the applicable Interest Period therefor as, or be converted into, Eurodollar
Rate Loans when any Default has occurred and is continuing. The Administrative
Agent shall promptly notify each other Lender in writing of the terms of such
Continuation/Conversion Notice.

     Section 2.5. Funding. Subject to the provisions of Section 4.11 hereof,
each Lender may, if it so elects, fulfill its obligation to make, continue or
convert Eurodollar Rate Loans hereunder by causing one of its foreign branches
or Affiliates (or an international banking facility created by such Lender) to
make or maintain such Eurodollar Rate Loan; provided, however, that such
Eurodollar Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such Eurodollar
Rate Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international

                                       29

<PAGE>

banking facility. In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections 4.1, 4.2, 4.3,
or 4.4, it shall be conclusively assumed that each Lender elected to fund all
Eurodollar Rate Loans by purchasing Dollar deposits in its Eurodollar Office's
interbank eurodollar market.

     Section 2.6. Notes; Register. Unless prior to the Effective Date (or, with
respect to any increase in any Commitment Amount pursuant to Section 2.9, the
effective date of such increase) the Administrative Agent shall have been
advised by a Lender that it does not want to receive a Note, each Lender's Loans
under each of its Commitments shall be evidenced by a Note payable to the order
of such Lender in a maximum principal amount equal to such Lender's Percentage
of the original applicable Commitment Amount. Whether or not a Loan is evidenced
by a Note, the Borrower hereby designates the Administrative Agent to serve as
its agent, solely for the purposes of this section, to maintain a register (the
"Register") on which the Administrative Agent will record the name and address
of each Lender, the Commitment and Loans and each repayment in respect of the
principal amount of the Loans of each Lender from time to time. No payment with
respect to the outstanding principal and interest applicable for each of the
Loans shall be made to any Person other than the Person identified in such
Register as the Lender. Failure to make any such recordation or any errors in
such recordation shall not affect the Borrower's obligations in respect of such
Loans. The entries in the Register shall be conclusive and binding on the
Borrower absent manifest error. The Borrower hereby irrevocably authorizes each
Lender to make (or cause to be made) appropriate notations on the grid attached
to such Lender's Note (or on any continuation of such grid), which notations, if
made, shall evidence, inter alia, the date of, the outstanding principal of, and
the interest rate and Interest Period applicable to the Loans evidenced thereby.
Upon request by the Borrower, each Lender agrees to confirm to the Borrower the
information reflected in such notations. Such notations shall be conclusive and
binding on the Borrower absent manifest error; provided, however, that the
failure of any Lender to make any such notations shall not limit or otherwise
affect any Obligations of the Borrower.

     Section 2.7. Letter of Credit Procedure. The Borrower may from time to time
request that a Letter of Credit be issued by delivering to the L/C Issuer (with
a telecopy to the Administrative Agent) on a Business Day, at least five
Business Days prior to the date of such proposed issuance, a Letter of Credit
application in the L/C Issuer's then standard form, completed to the
satisfaction of the L/C Issuer, and such other certificates as the L/C Issuer
may reasonably request; provided, however, that no Letter of Credit other than a
Borgata Letter of Credit shall be issued if after giving effect to the issuance
thereof, the aggregate undrawn face amount of outstanding Letters of Credit
would exceed the lesser of (a) $15,000,000 or (b) the Revolving Loan Commitment
Amount minus the aggregate unpaid principal amount of Revolving Loans then
outstanding; and provided further, that no Borgata Letter of Credit shall be
issued if after giving effect to the issuance thereof, the aggregate undrawn
face amount of outstanding Borgata Letters of Credit would exceed the lesser of
(x) $25,000,000 or (y) the Revolving Loan Commitment Amount minus the aggregate
unpaid principal amount of Revolving Loans then outstanding. On the terms and
subject to the conditions of this Agreement, each Letter of Credit shall be
issued by the L/C Issuer on the Business Day specified in the Borrower's
application therefor. After the issuance of a Letter of Credit, the applicable
L/C Issuer shall promptly deliver to the Administrative Agent a copy of such
Letter of Credit.

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<PAGE>


Thereafter, the Administrative Agent shall promptly notify each Lender in
writing of the material terms of each Letter of Credit issued by the L/C Issuer.
Each request for a Letter of Credit and each Letter of Credit shall be subject
to the Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication Number 500 and, to the extent not
inconsistent therewith, International Standby Practices 1998 by the
International Chamber of Commerce. Each Letter of Section 2.7. Credit will be
issued for a term of not more than one year, and in no event shall any Letter of
Credit have an expiration date later than the Stated Maturity Date.

     Upon any termination of the Revolving Loan Commitment prior to the Stated
Maturity Date, the Borrower shall deposit with the Administrative Agent (or, if
CIBC shall not be the issuer of any of the Letter of Credit then outstanding,
with the L/C Issuer of each outstanding Letter of Credit) an amount equal to
105% of the aggregate amount available to be drawn under outstanding Letters of
Credit, such amount to be placed in a segregated, interest-bearing cash
collateral account pledged to the Administrative Agent (or such L/C Issuer) as
Collateral hereunder over which Borrower shall have no control but which shall
be applied solely to repay the Borrower's obligations in connection with such
Letters of Credit unless an Event of Default has occurred and is continuing. In
the event the expiry date (or earlier termination) or reduction of any Letter of
Credit should occur with no draw having been made thereunder for which the
Borrower has not made reimbursement and so long as no Event of Default has
occurred and is continuing, the amount of the cash collateral account shall be
reduced by 105% of the undrawn amount of such expired Letter of Credit (or, in
the case of a reduction, by 105% of the amount of such reduction) and the amount
of such reduction shall be paid to the Borrower (and, in the case of the final
Letter of Credit to expire or otherwise be terminated, the remaining balance of
the cash collateral account shall be paid to the Borrower).

     The Borrower and the L/C Issuer shall provide prompt written notice to the
Administrative Agent of any amendment to any Letter of Credit (including any
reduction of the amount of any Letter of Credit or any extension of the maturity
of any Letter of Credit) or the termination of any Letter of Credit.

     Section 2.8. Designation of Debt. The Borrower hereby designates its
Indebtedness under this Agreement as "Designated Senior Indebtedness" for
purposes of the Senior Subordinated Indenture dated 1997 and the Senior
Subordinated Indenture dated 2002 and will cause its Indebtedness under this
Agreement to be "Designated Senior Indebtedness" or such corresponding term as
may be used in any indenture for Subordinated Debt issued after the date hereof.

     Section 2.9. Increase in Revolving Loan Commitment and/or Term Loan
Commitment.

          (a) Provided that no Default or Event of Default then exists, the
     Borrower may on any Business Day prior to the Revolving Loan Commitment
     Termination Date, request in writing that the then effective Term Loan
     Commitment and/or Revolving Loan Commitment be increased in accordance with
     the provisions of this Section. The aggregate amount of all increases to
     the Term Loan Commitment and the Revolving Loan



                                       31

<PAGE>



     Commitment shall not exceed the sum of (i) $200,000,000 plus (ii) the
     aggregate amount of the Commitments of any Disqualified Lenders that have
     been terminated in accordance with Section 10.11.2. Any request under this
     Section to increase the Commitment(s) shall be submitted by the Borrower to
     the Administrative Agent, specify the proposed effective date (which date
     shall be not less than 5 days after the date of such request), the amount
     of such increase and the Commitment(s) proposed to be increased (which
     shall be in integral multiples of $1,000,000) and the Borrower's uses for
     such increase. The Administrative Agent may, in the exercise of its sole
     discretion, approve or disapprove of the Borrower's request. If the
     Administrative Agent shall approve, no Lender shall have any obligation,
     express or implied, to offer to increase its Commitment. Only the consent
     of the Administrative Agent and those Lenders that have increased their
     Commitments (the "Increasing Lenders") shall be required for an increase in
     the Commitments pursuant to this Section.

          (b) The Borrower may accept some or all of the offered amounts from
     the then-current Lenders or designate new lenders who qualify as Eligible
     Assignees and which are reasonably acceptable to the Administrative Agent
     as additional Lenders hereunder in accordance with clause (c) of this
     Section (each, a "New Lender"), which New Lender may assume all or a
     portion of the increase in the applicable Commitment. The Administrative
     Agent and the Borrower shall have discretion to adjust the allocation of
     the increased Commitment among Increasing Lenders and New Lenders.

          (c) Each New Lender designated by the Borrower and reasonably
     acceptable to the Administrative Agent shall become an additional party
     hereto as a New Lender concurrently with the effectiveness of the proposed
     increase in the applicable Commitment upon its execution of an instrument
     of joinder to this Agreement which is in form and substance reasonably
     acceptable to the Administrative Agent and which, in any event, contains
     the representations, warranties, indemnities and other protections afforded
     to the Administrative Agent and the other Lenders. Prior to the
     effectiveness of any increase in any Commitment, the Administrative Agent
     shall have received and approved evidence of the Borrower's corporate
     authority to increase the Commitment(s), such amendments to the Deeds of
     Trust and such increases in the title insurance coverages in respect
     thereof as it shall reasonably require.

          (d) Subject to the foregoing, any increase requested by the Borrower
     shall be effective as of the date proposed by the Borrower and shall be in
     the principal amount equal to (i) the amount which Increasing Lenders are
     willing to assume as increases to the amount of their Commitments plus (ii)
     the amount offered by any New Lender, in either case as adjusted by the
     Administrative Agent and the Borrower pursuant to Section 2.9(b). Upon the
     effectiveness of any such increase, if requested by the applicable Lender,
     the Borrower shall issue replacement Notes to each Increasing Lender and
     new Notes to each New Lender, and the applicable Percentages of each Lender
     will be adjusted to give effect to the increase in the applicable
     Commitment. To the extent that the adjustment of Percentages results in
     loss or expenses to any Lender as a result of the prepayment of any
     Eurodollar Rate Loan on a date other than the scheduled last day of


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<PAGE>


     the Interest Period applicable thereto, the Borrower shall be responsible
     for such loss or expenses pursuant to Section 4.4.



                                  ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     Section 3.1. Repayments and Prepayments. The Borrower shall repay in full
the unpaid principal amount of each Loan upon the Stated Maturity Date.

          Section 3.1.1. Payment Terms. Prior to the Stated Maturity Date of
each Loan, the Borrower

          (a) may, from time to time on any Business Day, make a voluntary
     prepayment, in whole or in part, of the outstanding principal amount of any
     Loans; provided, however, that

               (i) no such prepayment of any Eurodollar Rate Loan may be made on
          any day other than the last day of the Interest Period for such Loan;

               (ii) all such voluntary prepayments of any Eurodollar Rate Loan
          shall require at least three Business Days' prior written notice to
          the Administrative Agent and all such voluntary partial prepayments
          shall be in an aggregate minimum amount of $3,000,000 and integral
          multiples of $1,000,000 in excess thereof or such lesser amount as
          will prepay such Loan in full;

               (iii) all such voluntary prepayments of any Base Rate Loan shall
          require at least one Business Day's notice, and all such voluntary
          partial prepayments shall be in an aggregate minimum amount of
          $3,000,000 and integral multiples of $1,000,000 in excess thereof or
          such lesser amount as will prepay such Loan in full; and

               (iv) all such voluntary prepayments of any Swing Loan shall
          require at least one Business Day's notice to the Swingline Lender
          (unless notice shall have been given by 11:30 a.m., Las Vegas time and
          payment shall be received by 1:00 p.m. Las Vegas time, in which event
          one Business Day's notice shall not be required), and all such
          voluntary partial prepayments shall be in an aggregate minimum amount
          of $100,000 or integral multiples of $100,000 or such lesser amount as
          will prepay such Loan in full.

          (b) shall, one (1) Business Day after receipt of any net cash proceeds
     described in Section 2.2.2, apply such proceeds in accordance with Section
     2.2.2 or Section 2.2.4, if applicable; and

          (c) shall, immediately upon any acceleration of the Stated Maturity
     Date pursuant to Section 8.2 or Section 8.3, repay all Loans.



                                       33

<PAGE>


Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4. All mandatory
prepayments pursuant to clause (b) above shall require at least one (1) Business
Day prior written notice to the Administrative Agent provided, that the failure
to give such notice shall not affect the Borrower's obligation under clause (b)
above. Each prepayment of Term Loans shall be applied, to the extent of such
prepayment, to the scheduled repayments of Term Loans set forth in Section 2.2.3
in the inverse order of their maturity. All prepayments of Loans shall be
applied first to the repayment of Base Rate Loans and second to the repayment of
Eurodollar Rate Loans in the direct order of the maturity of the Interest
Periods therefor. All notices of prepayment required to be delivered to the
Administrative Agent hereunder (other than notices relating to Swing Loans)
shall be in substantially the form of Exhibit N. The Administrative Agent shall
promptly notify each other Lender of the terms of each notice of prepayment.

          Section 3.1.2. Special Swing Loan Provisions. All Swing Loans shall be
payable with accrued interest thereon solely to the Swingline Lender for its own
account, and shall otherwise be subject to all the terms and conditions
applicable to the Revolving Loans (unless otherwise specifically set forth
herein). Upon the earlier to occur of (x) fourteen days after the making of any
Swing Loan or (y) one Business Day after the occurrence of an Event of Default,
the Borrower shall repay all of such Swing Loans in cash by 1:00 p.m., Las Vegas
time, on the date due or make a Borrowing of Revolving Loans in an amount at
least equal to the aggregate outstanding principal amount of all Swing Loans
together with all accrued interest thereon, and shall apply the proceeds of such
Borrowing to repay in its entirety the aggregate outstanding principal amount of
all Swing Loans together with accrued interest thereon to the date of such
repayment.

     In the event that any portion of any Swing Loan is not repaid when due, the
Swingline Lender shall promptly notify the Administrative Agent and the
Administrative Agent shall promptly, and in no event later than 5:00 p.m., New
York time, two Business Days after its receipt of such notice, notify each
Lender in writing of the unreimbursed amount of such Swing Loan and of such
Lender's Revolving Percentage of such unreimbursed amount. Each of the Lenders
shall make a Revolving Loan in an amount equal to such Lender's Revolving
Percentage of the unreimbursed amount of such Swing Loan, together with accrued
unpaid interest thereon (to the extent that there is availability under the
Revolving Loan Commitment), and pay the proceeds thereof, in immediately
available funds, directly to the Administrative Agent for the account of the
Swingline Lender, not later than 1:00 p.m., New York time, on the next Business
Day after the date such Lender is notified by the Administrative Agent.
Revolving Loans made by the Lenders to repay unreimbursed Swing Loans pursuant
to this subsection shall constitute Revolving Loans hereunder, initially shall
be Base Rate Loans and shall be subject to all of the provisions of this
Agreement concerning Revolving Loans, except that such Revolving Loans shall be
made upon demand by the Administrative Agent as set forth above rather than upon
notice by the Borrower, and shall be made, notwithstanding anything in this
Agreement to the contrary, without regard to satisfaction of conditions
precedent to the making of Revolving Loans set forth in Article V of this
Agreement; provided, however that no Lender shall be obligated to make such
Revolving Loans if, prior to the date of the Borrowing of the Swing Loan to be
refunded, the Swingline Lender had received written notice from the
Administrative Agent or any Lender of the existence and continuance of a Default
or an Event of Default.



                                       34

<PAGE>


     Each Lender's obligation to make Revolving Loans in the amount of its
Revolving Percentage of any unreimbursed Swing Loan pursuant hereto is several,
and not joint or joint and several. The failure of any Lender to perform its
obligation to make a Revolving Loan in the amount of such Lender's Revolving
Percentage of any unreimbursed Swing Loan will not relieve any other Lender of
its obligation hereunder to make a Revolving Loan in the amount of such other
Lender's Revolving Percentage of such unreimbursed Swing Loan. Any Lender may,
but shall have no obligation to any Person to, assume all or any portion of any
non-performing Lender's obligation to make a Revolving Loan in the amount of
such Lender's Revolving Percentage of such unreimbursed Swing Loan. The Borrower
agrees to accept the Revolving Loans hereinabove provided, whether or not such
Loans could have been made pursuant to the terms of Section 5.2 hereof or any
other Section of this Agreement.

     In the event, for whatever reason, the Administrative Agent determines that
the Lenders are not able to, or that it could be disadvantageous for the Lenders
to, advance their respective Revolving Percentage of Revolving Loans for the
purpose of refunding Swing Loans as required hereunder, then each of the Lenders
absolutely and unconditionally agrees to purchase and take from the Swingline
Lender on demand an undivided participation interest in Swing Loans outstanding
in an amount equal to their respective Revolving Percentage of such Swing Loans.

          Section 3.1.3. Post Default Application of Payments. Notwithstanding
any provision of Section 3.1.1 to the contrary, after the occurrence and during
the continuance of an Event of Default, all optional and mandatory payments
under Section 3.1.1 shall be applied first to pay any fees and expenses then due
and owing, second to the pro rata payment of accrued and unpaid interest on all
Loans and third to the pro rata reduction of all outstanding Revolving Loans,
Swing Loans and Term Loans and the cash-collateralization pursuant to Section
2.7 of outstanding Letters of Credit.

     Section 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 3.2.

          Section 3.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:

          (a) on that portion maintained from time to time as a Base Rate Loan,
     equal to the sum of the Alternate Base Rate from time to time in effect
     plus the Applicable Base Rate Margin in effect from time to time; and

          (b) on that portion maintained as a Eurodollar Rate Loan, during each
     Interest Period applicable thereto, equal to the sum of the Eurodollar Rate
     (Reserve Adjusted) for such Interest Period plus the Applicable Eurodollar
     Rate Margin in effect from time to time.

     All Eurodollar Rate Loans shall bear interest from and including the first
day of the applicable Interest Period to (but not including) the last day of
such Interest Period at the interest rate determined as applicable to such
Eurodollar Rate Loan. All Swing Loans shall bear interest



                                       35

<PAGE>


at a rate per annum equal to the sum of the Alternative Base Rate from time to
time in effect plus the Applicable Base Rate Margin in effect from time to time
minus one-half of one percent (0.50%).

          Section 3.2.2. Post-Maturity Rates. After the date any principal
amount of any Loan is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise), or after any other monetary Obligation of the
Borrower hereunder shall have become due and payable, the Borrower shall pay
interest (after as well as before judgment) on such amounts at a rate per annum
equal to the Alternate Base Rate plus a margin of 3% until such amount is paid
in full.

          Section 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

          (a) on the Stated Maturity Date;

          (b) with respect to Base Rate Loans, on each Monthly Payment Date
     occurring on and after the Effective Date;

          (c) with respect to Eurodollar Rate Loans, the last day of each
     applicable Interest Period (and, if such Interest Period shall exceed three
     months, at the end of the third month thereof); and

          (d) on that portion of any Loans the Stated Maturity Date of which is
     accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such
     acceleration.

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Stated Maturity Date, upon acceleration or otherwise)
shall be payable upon demand.

     Section 3.3. Fees. The Borrower agrees to pay to the Administrative Agent
and each Lender the fees set forth in this Section 3.3.

          Section 3.3.1. Unused Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, for the period (including
any portion thereof when any of its Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article V) commencing on the
Effective Date and continuing through the Revolving Loan Commitment Termination
Date, an unused fee (the "Unused Fee") at the rate per annum set forth under the
column labeled "Unused Fee" in the definition of "Applicable Margin" opposite
the Total Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter, calculated on the average daily Commitment Fee Amount. The Unused Fee
shall be payable by the Borrower quarterly in arrears on the last day of March,
June, September and December in each year (or, if such day is not a Business
Day, on the next succeeding Business Day), commencing with the first such date
to occur after the Effective Date, and on any expiration or termination of the
Revolving Loan Commitment.


                                       36

<PAGE>

           Section 3.3.2. Upfront Fees. On the Effective Date, the Borrower
agrees to pay to the Administrative Agent for the account of each Lender upfront
fees in such amounts as have been agreed upon previously by the Administrative
Agent and each such Lender.

           Section 3.3.3. Letter of Credit Fees. The Borrower agrees to pay to
the Administrative Agent, for the account of the Lenders, letter of credit fees
(the "L/C Fees") on the average daily face amount of outstanding Letters of
Credit during each Fiscal Quarter, calculated at a per annum rate equal to the
Applicable Eurodollar Rate Margin in effect for Revolving Loans from time to
time. The Borrower further agrees to pay to the L/C Issuer, for its own account,
a fronting fee (the "Fronting Fee") equal to 0.125% per annum of the average
daily face amount of outstanding Letters of Credit during each Fiscal Quarter,
calculated on the last day of such Fiscal Quarter. The L/C Fees and the Fronting
Fee shall be payable quarterly in arrears, on the last day of March, June,
September and December.

           Section 3.3.4. Administrative Agent's Fees. To the Administrative
Agent for its own account, fees in such amounts and at such times as more
particularly set forth in that certain confidential fee letter dated April 24,
2002 between the Administrative Agent and the Borrower, as amended from time to
time.

     Section 3.4. Agreement to Repay Letter of Credit Drawings with Revolving
Loans. The Borrower agrees to reimburse the L/C Issuer for each draft that is
paid under any Letter of Credit for the amount of (a) such draft and (b) any
reasonable taxes, fees, charges or other costs and expenses incurred by the L/C
Issuer in connection with such payment, whether such draft is paid before, on or
after termination of the Revolving Loan Commitment. If the L/C Issuer shall
notify the Borrower and the Administrative Agent prior to 11:00 a.m., New York
time, on any day that payment has been made under any Letter of Credit, the
Borrower shall reimburse the L/C Issuer with the proceeds of a Revolving Loan
made pursuant to Section 3.5 not later than the following Business Day. If such
notice to the Borrower and the Administrative Agent shall be given after 11:00
a.m., New York time, the Borrower shall reimburse the L/C Issuer with the
proceeds of a Revolving Loan made pursuant to Section 3.5 not later than the
second following Business Day. Interest shall be payable on any and all
unreimbursed amounts advanced by the L/C Issuer under this Section from the date
such amounts have been advanced by the L/C Issuer until reimbursed at the rate
of interest payable on the Base Rate Loans.

     The payment obligations of the Borrower under this Section shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including without limitation,
the following circumstances:

          (a) the existence of any claim, set-off, defense or other right which
     the Borrower may have at any time against any beneficiary, or any
     transferee, of any Letter of Credit (or any Persons for whom any such
     beneficiary or any such transferee may be acting), the L/C Issuer or any
     other Person, whether in connection with this Agreement, the transactions
     contemplated herein, or any unrelated transaction;

          (b) any statement or any other document presented under any Letter of
     Credit proving to be forged, fraudulent, invalid or unenforceable in any
     respect or any statement



                                       37

<PAGE>

     therein being untrue or inaccurate in any respect; provided that any such
     statement or other document appears, on examination, to be regular on its
     face; or

          (c) payment by the L/C Issuer under any Letter of Credit against
     presentation of drafts, certificates, claims, documents or required
     statements that do not strictly comply with the terms of the Letter of
     Credit; provided that, upon examination, any such drafts, certificates,
     claims, documents or statements appear on their face to be in accordance
     with the Letter of Credit.

     Section 3.5. Letter of Credit Participations. The L/C Issuer irrevocably
agrees to grant and hereby grants to each Lender, and, to induce the L/C Issuer
to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept
and purchase and hereby accepts and purchases from the L/C Issuer for such
Lender's own account and risk an undivided interest equal to such Lender's
Revolving Percentage in the L/C Issuer's obligations and rights under each
Letter of Credit issued hereunder and each draft paid by the L/C Issuer
hereunder.

     Upon presentation of a draft drawn under any Letter of Credit, the L/C
Issuer shall promptly notify the Administrative Agent and the Administrative
Agent shall promptly notify each Lender of the amount under such draft and of
such Lender's Percentage of such amount. Unless (i) the Borrower shall have
previously reimbursed the L/C Issuer for the amount of such draft or (ii) there
is a sufficient amount in any cash collateral account established to cover
payments to be made under such Letter of Credit, each of the Lenders shall
thereafter make a Revolving Loan in an amount equal to such Lender's Revolving
Percentage of the amount of such payment made by the L/C Issuer, together with
any accrued and unpaid interest thereon. Each Lender shall pay the proceeds of
its Loan, in immediately available funds, directly to the Administrative Agent
for the account of the L/C Issuer, (i) not later than 1:00 p.m. New York time,
on the following Business Day if the Administrative Agent shall have provided
notice prior to 11:30 a.m. New York time, and (ii) if the Administrative Agent
shall have provided notice after 11:30 a.m. New York time, not later than 1:00
p.m. New York time, on the second following Business Day. Revolving Loans made
by the Lenders to repay amounts under Letters of Credit pursuant to this
subsection shall constitute Revolving Loans hereunder, initially shall be Base
Rate Loans and shall be subject to all of the provisions of this Agreement
concerning Revolving Loans, except that such Revolving Loans shall be made upon
demand by the Administrative Agent as set forth above rather than upon notice by
the Borrower, and shall be made, notwithstanding anything in this Agreement to
the contrary, without regard to satisfaction of conditions precedent to the
making of Revolving Loans set forth in Article V of this Agreement and,
notwithstanding any termination of the Revolving Loan Commitment prior to the
Stated Maturity Date, Revolving Loans shall be made to reimburse the L/C Issuer
for any drafts paid under any Letter of Credit outstanding on the date of such
termination.

     Each Lender's obligation to make Revolving Loans in the amount of its
Revolving Percentage of any unreimbursed amounts outstanding under a Letter of
Credit pursuant hereto is several, and not joint or joint and several. The
failure of any Lender to perform its obligation to make a Revolving Loan in the
amount of such Lender's Revolving Percentage of any unreimbursed amounts
outstanding under a Letter of Credit will not relieve any other Lender of its
obligation hereunder to make a Revolving Loan in the amount of such other
Lender's

                                       38

<PAGE>

Revolving Percentage of such amounts. Any Lender may, but shall have no
obligation to any Person to, assume all or any portion of any non-performing
Lender's obligation to make a Revolving Loan in the amount of such Lender's
Revolving Percentage of such amount outstanding under a Letter of Credit. The
Borrower agrees to accept the Revolving Loans hereinabove provided, whether or
not such loans could have been made pursuant to the terms of Section 5.2 hereof,
or any other Section of this Agreement.

     Section 3.6. Existing Letters of Credit. On and after the Effective Date,
the Existing Letters of Credit shall be deemed for all purposes to be Letters of
Credit outstanding under this Agreement and entitled to the benefits of this
Agreement and the other Loan Documents, and shall be governed by the
applications and agreements pertaining thereto and by this Agreement. Each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer on the Effective Date a participation in each such
Letter of Credit and each drawing thereunder in an amount equal to the product
of (i) such Lender's Revolving Percentage times (ii) the sum of the maximum
amount then available to be drawn under such Letter of Credit and the amount of
any amount drawn but not reimbursed under such Letter of Credit. For purposes of
Section 2.1.2, the Existing Letters of Credit shall be deemed to utilize pro
rata the Revolving Loan Commitment of each Lender.

                                   ARTICLE IV
                  CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

     Section 4.1. Eurodollar Rate Lending Unlawful. If any Lender shall
determine that the introduction of or any change in or in the interpretation of
any law makes it unlawful, or any central bank or other governmental authority
asserts that it is unlawful, for such Lender to make, continue or maintain any
Loan as, or to convert any Loan into, a Eurodollar Rate Loan, the obligation of
such Lender to make, continue, maintain or convert any such Loans shall, upon
such determination, forthwith be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and all Eurodollar Rate Loans of such Lender shall automatically convert
into Base Rate Loans at the end of the then current Interest Periods with
respect thereto or sooner, if required by such law or assertion. Until the
circumstances causing such suspension no longer exist, such Lender(s) shall have
no obligation to make or continue any Loans as, or to convert any Loans into
Eurodollar Rate Loans.

     Section 4.2. Deposits Unavailable. If the Administrative Agent shall have
determined that

          (a) Dollar deposits in the relevant amount and for the relevant
     Interest Period are not available to CIBC in the interbank market; or

          (b) by reason of circumstances affecting the interbank market,
     adequate means do not exist for ascertaining the interest rate applicable
     hereunder to Eurodollar Rate Loans,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or


                                       39

<PAGE>

to convert any Loans into, Eurodollar Rate Loans shall forthwith be suspended
until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

     Section 4.3. Increased Costs, etc. The Borrower agrees to reimburse each
Lender for any increase in the cost to such Lender of, or any reduction in the
amount of any sum receivable by such Lender in respect of, (i) making,
continuing or maintaining (or of its obligation to make, continue or maintain)
any Loans as, or of converting (or of its obligation to convert) any Loans into,
Eurodollar Rate Loans or (ii) any Letter of Credit (or any Lender's
participation therein) issued hereunder as a result of any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in adopted after the Effective Date of, any law or regulation, directive,
guideline, decision or request (whether or not having force of law) of any
court, central bank, regulator or other governmental authority (whether or not
having the force of law and whether or not the failure to comply with such
guideline or requirement would be unlawful). Such Lender shall promptly notify
the Administrative Agent and the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons therefor and
the additional amount required fully to compensate such Lender for such
increased cost or reduced amount. Such additional amounts shall be payable by
the Borrower directly to such Lender within five (5) days of its receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on the Borrower.

     Section 4.4. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a Eurodollar Rate
Loan) as a result of

          (a) any conversion or repayment or prepayment of the principal amount
     of any Eurodollar Rate Loans on a date other than the scheduled last day of
     the Interest Period applicable thereto, whether pursuant to Section 3.1 or
     otherwise;

          (b) any Loans not being made as Eurodollar Rate Loans in accordance
     with the Borrowing Request therefor; or

          (c) any Loans not being continued as, or converted into, Eurodollar
     Loans in accordance with the Continuation/Conversion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five (5) Business Days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

     Section 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in adopted after the Effective Date of, any


                                       40

<PAGE>

law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
governmental authority or the implementation of any risk-based capital guideline
or other requirement (whether or not having the force of law and whether or not
the failure to comply with such guideline or requirement would be unlawful)
heretofore or hereafter issued by any governmental authority, whereby such law
or regulation affects or would affect the amount of capital required or expected
to be maintained by any Lender or any Person controlling such Lender, and such
Lender reasonably determines that the rate of return on its or such controlling
Person's capital as a consequence of its Commitments or the Loans made by such
Lender or any Letter of Credit issued by such Lender or in which such Lender is
a risk participant is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall within two (2) Business Days after
demand pay directly to such Lender additional amounts sufficient to compensate
such Lender or such controlling Person for such reduction in rate of return. A
statement of such Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower. In determining such amount,
such Lender may use any method of averaging and attribution that it (in its
reasonable discretion) shall deem applicable.

     Section 4.6. Taxes. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, other
than taxes imposed on or measured by any Lender's net income or receipts by the
U.S., any state, the jurisdiction in which such Lender is organized or the
country in which such Lender's Eurodollar Office is located (such non-excluded
items being called "Taxes"). In the event that any withholding or deduction from
any payment to be made by the Borrower hereunder is required in respect of any
Taxes pursuant to any applicable law, rule or regulation, then, subject to the
Borrower's receipt of the documentation required by the terms of the last
paragraph of this Section 4.6, the Borrower will:

          (a) pay directly to the relevant authority the full amount required to
     be so withheld or deducted;

          (b) promptly forward to the Administrative Agent an official receipt
     or other documentation satisfactory to the Administrative Agent evidencing
     such payment to such authority; and

          (c) pay to the Administrative Agent for the account of the Lenders
     such additional amount or amounts as is necessary to ensure that the net
     amount actually received by each Lender will equal the full amount such
     Lender would have received had no such withholding or deduction been
     required.

Moreover, if any Taxes are directly asserted against the Administrative Agent or
any Lender with respect to any payment received by the Administrative Agent or
such Lender hereunder, the Administrative Agent or such Lender may pay such
Taxes and the Borrower will promptly pay


                                       41

<PAGE>

such additional amounts (including any penalties, interest or expenses (unless
such penalties, interest or expenses are attributable solely to the actions of
such Lender)) as is necessary in order that the net amount received by such
person after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such person would have received had not such
Taxes been asserted.

     If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section 4.6, a distribution hereunder by the
Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower. Without prejudice to the survival of any other
agreement of the Borrower hereunder or any other Loan Document, the agreements
of the Borrower contained in this Section shall survive the payment in full of
all its Obligations.

     Upon the request of the Borrower or the Administrative Agent, each Lender
that is organized under the laws of a jurisdiction other than the United States
shall, prior to the due date of any payments under the Notes and subsequently as
required by law, execute and deliver to the Borrower and the Administrative
Agent, one or more (as the Borrower or the Administrative Agent may reasonably
request) United States Internal Revenue Service Forms 4224, Forms 1001 or Forms
W-8 or such other forms or documents (or successor forms or documents),
appropriately completed, as may be applicable to establish the extent, if any,
to which a payment to such Lender is exempt from withholding or deduction of
Taxes.

     Section 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Notes
(other than the Swingline Note) or any other Loan Document shall be made by the
Borrower to the Administrative Agent for the pro rata account of the Lenders
entitled to receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim,
not later than 1:00 p.m., New York time, on the date due, in same day or
immediately available funds, Bank of New York, ABA No. 021-000-018, credit to
Canadian Imperial Bank of Commerce account no. 890-0331-046, for further credit
to: Agented Loans account no. 0709611, reference: Boyd or to such other account
as the Administrative Agent shall specify from time to time by written notice to
the Borrower. Funds received after such time shall be deemed to have been
received by the Administrative Agent on the next succeeding Business Day. The
Administrative Agent shall promptly remit in same day funds on the Business Day
received to each Lender its share, if any, of such payments received by the
Administrative Agent for the account of such Lender. All interest shall be
computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest is
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan, 365 days or, if appropriate, 366 days). All Unused Fees, Fronting
Fees, L/C Fees and other fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last day) occurring
during the period for which such fees are payable over a year comprised of 360
days. Whenever any payment to be made shall otherwise be due on a day which is
not a Business Day, such payment shall (except as otherwise required by clause
(c) of


                                       42

<PAGE>

the definition of the term "Interest Period" with respect to Eurodollar Rate
Loans) be made on the next succeeding Business Day and such extension of time
shall be included in computing interest and fees, if any, in connection with
such payment.

     Section 4.8. Sharing of Payments. If any Lender shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan (other than pursuant to the terms of Sections
4.3, 4.4, 4.5, 4.6 and 10.11.2 in excess of its pro rata share of payments then
or therewith obtained by all Lenders entitled to such payment, such Lender shall
purchase from the other Lenders such participations in Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment
or other recovery ratably with each of them; provided, however, that if all or
any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and each Lender which
has sold a participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery together with
an amount equal to such selling Lender's ratable share (according to the
proportion of (a) the amount of such selling Lender's required repayment to the
purchasing Lender to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim. For the purposes of determining a Lender's
applicable pro rata share, all issued and outstanding Letters of Credit shall be
considered Revolving Loans, and any payments in respect thereof shall be
deposited in the cash collateral account established pursuant to Section 2.7
hereof. If any Letter of Credit shall thereafter expire or terminate without
being drawn, the amount previously deposited into the cash collateral account in
respect thereof shall be released from the cash collateral account and
distributed to the Lenders on a pro rata basis or, if no Loans shall be
outstanding, delivered to the Borrower.

     Section 4.9. Setoff. Each Lender, with the consent of the Administrative
Agent and the Majority Lenders, shall, upon the occurrence of any Default
described in clauses (a) through (d) of Section 8.1.9 or upon the occurrence of
any other Event of Default, have the right to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due), and (as
security for such Obligations) the Borrower hereby grants to each Lender a
continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of the Borrower then or thereafter maintained with such
Lender; provided, however, that any such appropriation and application shall be
subject to the provisions of Section 4.8. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each
Lender under this Section are in addition to other


                                       43

<PAGE>

rights and remedies (including other rights of setoff under applicable law or
otherwise) which such Lender may have.

     Section 4.10. Use of Proceeds. No proceeds of any Loan will be used to
acquire any equity security of a class which is registered pursuant to Section
12 of the Securities Exchange Act of 1934 or any "margin stock", as defined in
F.R.S. Board Regulation U.

     Section 4.11. Discretion of Lenders as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, each Lender
shall be entitled to fund and maintain its funding of all or any part of its
Loans in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder shall be made as if such
Lender had actually funded and maintained each Eurodollar Loan during the
Interest Period for such Loan through the purchase of deposits having a maturity
corresponding to the last day of such Interest Period and bearing an interest
rate equal to the Eurodollar Rate for such Interest Period. Each Lender shall
use reasonable efforts (consistent with its internal policies and legal and
regulatory restrictions) to take appropriate action, including the selection of
a jurisdiction of its Eurodollar Office or the changing of the jurisdiction of
its Eurodollar Office, as the case may be, so as to avoid the imposition of any
increased costs or withholding taxes or to eliminate the amount of any such
increased costs or withholding taxes which may thereafter accrue; provided that
no such selection or change of the jurisdiction for its Eurodollar Office shall
be made if, in the reasonable judgment of such Lender, such selection or change
would be disadvantageous to such Lender.

     Section 4.12. Substitution. In the event that (a) any Lender's obligation
to make Eurodollar Rate Loans has been declared unlawful pursuant to Section
4.1, (b) any Lender has demanded compensation under Section 4.3 or 4.6, or (c) a
Lender is the subject of a Disqualification, and so long as there does not exist
a Default or Event of Default, the Borrower shall have the right, with the
consent of the Administrative Agent, to designate an Eligible Assignee (which
may be one or more of the Lenders) as a substitute for such Lender to purchase
the Notes (for a price not to exceed all principal, interest, fees and costs
owed to such Lender) and assume the Commitments of such Lender.

                                   ARTICLE V
                             CONDITIONS TO BORROWING

     Section 5.1. Initial Borrowing. The obligations of the Lenders to fund the
initial Borrowing or the L/C Issuer to issue the initial Letter of Credit shall
be subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1; provided, that if the initial Borrowing
is not funded by June 30, 2002, the Commitments shall then expire.

     Section 5.1.1. Resolutions, etc. The Administrative Agent shall have
received from the Borrower a certificate, dated the date of the initial
Borrowing, of its Secretary or Assistant Secretary as to


                                       44

<PAGE>

          (a) resolutions of its Board of Directors then in full force and
     effect authorizing the execution, delivery and performance of this
     Agreement, the Notes and each other Loan Document to be executed by it;

          (b) the incumbency and signatures of those of its officers authorized
     to act with respect to this Agreement, the Notes and each other Loan
     Document to be executed by it; and

          (c) its articles of incorporation and bylaws,

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of the Borrower canceling or
amending such prior certificate; and the Administrative Agent shall have
received from each Guarantor a certificate, dated the date of the initial
Borrowing, of its Secretary or Assistant Secretary as to

          (d) resolutions of the Board of Directors then in full force and
     effect authorizing the execution, delivery and performance of its Guaranty
     and each other Loan Document to be executed by it;

          (e) the incumbency and signatures of those of its officers authorized
     to act with respect to its Guaranty, and each other Loan Document to be
     executed by it; and

          (f) its articles of incorporation and bylaws,

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of such Guarantor canceling or
amending such prior certificate. In addition, the Administrative Agent shall
have received from the Borrower and each Guarantor a certificate, dated not
earlier than May 15, 2002 from the Secretary of State of each State in which
such Person is qualified to do business confirming the good standing in that
State of the Borrower or such Guarantor, as the case may be.

     Section 5.1.2. Delivery of Notes. The Administrative Agent shall have
received, for the account of each Lender, the Notes duly executed and delivered
by the Borrower and the lenders under the Prior Credit Agreement shall have made
arrangements satisfactory to the Borrower to return the notes delivered
thereunder.

     Section 5.1.3. Guaranty. The Administrative Agent shall have received the
Guaranty, dated the date hereof, duly executed by each of the Guarantors.

     Section 5.1.4. Security Agreement. The Administrative Agent shall have
received executed counterparts of the Security Agreement or amendments thereto,
duly executed by each of the Borrower and the Guarantors (other than the Borgata
Subsidiary, which shall become a party thereto when it becomes a Significant
Subsidiary), covering all of each such Person's equipment, gaming devices (but
only to the extent permitted by applicable law) and associated equipment,
fixtures, furnishings, inventory, accounts, intangibles and other personal
property of every kind and description, including, to the extent permitted by
the terms of the financing or leasing agreements applicable thereto, all
furniture, fixtures and equipment that are


                                       45

<PAGE>

financed or leased (all of the foregoing is collectively referred to as the
"Personal Property Collateral"), together with

          (a) acknowledgment copies of properly filed Uniform Commercial Code
     financing statements (Form UCC-1), dated a date reasonably near to and
     prior to the date of the initial Borrowing, or such other evidence of
     filing as may be acceptable to the Administrative Agent, naming each of the
     Guarantors (as appropriate) as the debtor, and the Administrative Agent on
     behalf of the Lenders, as the secured party, or other similar instruments
     or documents, filed under the Uniform Commercial Code of all jurisdictions
     as may be necessary or, in the opinion of the Administrative Agent,
     desirable to perfect the security interest of the Administrative Agent
     pursuant to the Security Agreement;

          (b) executed copies of proper Uniform Commercial Code termination
     statements, if any, necessary to release all Liens and other rights of any
     Person securing any existing Liens (other than Permitted Liens), together
     with such other Uniform Commercial Code termination statements as the
     Administrative Agent may reasonably request; and

          (c) certified copies of Uniform Commercial Code Requests for
     Information or Copies (Form UCC-3), or a similar search report certified by
     a party selected by and acceptable to the Administrative Agent, dated a
     date reasonably near to the date of the initial Borrowing, listing all
     effective financing statements which name each of the Guarantors (under
     their present names and any previous names) as the debtor and which are
     filed in the jurisdictions in which filings were made pursuant to clause
     (a) above, together with copies of such financing statements (none of which
     (other than those described in clause (a), if such Form UCC-3 or search
     report, as the case may be, is current enough to list such financing
     statements described in clause (a)) shall cover any Collateral described in
     the Security Agreement).

     Section 5.1.5. Deeds of Trust. The Administrative Agent shall have received
executed counterparts of a Deed of Trust or an amendment thereto with respect to
each Pledged Casino, duly executed by each of the owners of the Pledged Casinos,
together with

          (a) evidence of the completion (or satisfactory arrangements for the
     completion) of all recordings and filings of each of the Deeds of Trust or,
     if applicable, amendments thereto as may be necessary or, in the reasonable
     opinion of the Administrative Agent, desirable effectively to record the
     Deeds of Trust as valid, perfected Liens against the Pledged Casinos, which
     Liens are subject to no outstanding monetary Liens recorded against
     Guarantors' interest in the Pledged Casino;

          (b) title policies (collectively, the "Title Policies") in favor of
     the Administrative Agent on behalf of the Lenders providing title insurance
     in an aggregate amount of not less than $500,000,000 and otherwise in form
     and substance satisfactory to the Administrative Agent and issued by the
     Title Company, with respect to the Deeds of Trust; and

                                       46

<PAGE>


          (c) such other approvals, opinions, or documents in connection with
     the foregoing as the Administrative Agent may reasonably request.

          Section 5.1.6. Surveys. To the extent necessary to obtain an ALTA
Title Policy without a survey exception, the Administrative Agent shall have
received, in triplicate, an updated surveyor's plat of survey of each of the
Pledged Casinos prepared (and so certified) in compliance with the provisions of
the applicable state survey standards by a registered land surveyor of the state
in which such Pledged Casino is located, and certified to the Administrative
Agent and the Title Company.

          Section 5.1.7. Environmental Audits. The Administrative Agent shall
have received copies of an updated report with respect to the so-called "phase
one" environmental audit covering each of the Pledged Casinos previously
delivered to the Administrative Agent, in each case prepared by an environmental
consulting firm selected by the Borrower and reasonably acceptable to the
Administrative Agent, and in form, substance and results, reasonably
satisfactory to the Administrative Agent.

          Section 5.1.8. First Preferred Ship Mortgages. The Administrative
Agent shall have received executed counterparts of the First Preferred Ship
Mortgages or amendments thereto duly executed by each of Boyd Tunica, Par-A-Dice
Gaming Corporation, Treasure Chest and Blue Chip, together with

          (a) evidence of the completion (or satisfactory arrangements for the
     completion) of all recordings and filings of each of the First Preferred
     Ship Mortgages or, if applicable, amendments thereto, as may be necessary
     or, in the reasonable opinion of the Administrative Agent, desirable
     effectively to record the First Preferred Ship Mortgages as valid,
     perfected Liens against the vessels described therein, which Liens are
     subject to no outstanding monetary Liens recorded against such vessels; and

          (b) such other approvals, opinions or documents in connection with the
     foregoing as the Administrative Agent may reasonably request.

          Section 5.1.9. Consents, etc. The Administrative Agent shall have
received certified copies of all documents evidencing any necessary corporate
action of the Borrower, material consents, shareholder, creditor, material
lessor, governmental and material regulatory approvals or exemptions in
connection with this Agreement, all in form and substance reasonably
satisfactory to the Administrative Agent and, as to legal matters, its counsel.

          Section 5.1.10. Insurance Coverages.

          (a) The Borrower shall have obtained, and the Administrative Agent
     shall have approved, the following insurance coverages with respect to the
     Pledged Casinos:

               (i) Comprehensive general public liability insurance in an amount
          reasonably satisfactory to the Administrative Agent and the Borrower
          covering the Borrower and the Guarantors;


                                       47

<PAGE>


               (ii) Worker's compensation insurance (or self insurance therefor)
          and employer's liability insurance for the Borrower and the
          Guarantors, all in such amounts as may be required by statute;

               (iii) If commercially available, flood insurance if any Pledged
          Casino is located in an area designated by the Secretary of Housing
          and Urban Development as a special flood hazard area; and

               (iv) Rental or business interruption insurance in amounts
          sufficient to pay operating expenses, lost rental income and debt
          service for a period of up to six months on each Pledged Casino.

     (b) All policies of insurance required to be maintained by the Borrower and
the Guarantors shall be issued by companies reasonably satisfactory to the
Administrative Agent and shall have coverages and endorsements (including,
without limitation, waivers of subrogation and waivers of breach of warranty)
and be written for such amount as the Administrative Agent may reasonably
require. All policies of insurance required to be maintained by Borrower and the
Guarantors must name the Administrative Agent as mortgagee and additional
insured or loss payee, must insure the interest of the Administrative Agent in
the property as mortgagee and must provide that no cancellation or material
modification of the policies will be made without thirty days' prior written
notice to Administrative Agent. Certificates for all such policies must be
delivered to the Administrative Agent and approved by the Administrative Agent
(which approval shall not be unreasonably withheld).

          Section 5.1.11. Hazardous Materials Indemnity. The Administrative
Agent shall have received the Hazardous Materials Indemnity, dated as of the
date hereof, duly executed by the Guarantors.

          Section 5.1.12. Solvency. The Administrative Agent shall have received
a certificate substantially in the form of Exhibit K hereto from the president,
the chief executive or chief financial Authorized Officer of the Borrower as to
solvency of the Borrower and each of the Guarantors, both before and after
giving effect to the transactions contemplated by this Agreement.

          Section 5.1.13. Opinions of Counsel. The Administrative Agent shall
have received opinions, dated the date of the initial Borrowing and addressed to
the Administrative Agent and all Lenders, from Morrison & Foerster LLP, McDonald
Carano Wilson Bergin Frankovich & Hicks LLC, Watkins Ludlam & Stennis, P.A.,
More Law Group, McGlinchey Stafford, Ice Miller, Cooper Perskie April Niedelman
Wagenheim & Levenson, P.A., and Terriberry, Carroll & Yancey L.L.P., counsel to
the Borrower and the Guarantors as to the matters set forth in Exhibit L hereto.

          Section 5.1.14. Closing Fees, Expenses, etc. The Administrative Agent
shall have received for its own account, or for the account of each Lender, all
fees, costs and expenses due and payable pursuant to Sections 3.3 and, if then
invoiced, 10.3.


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<PAGE>


          Section 5.1.15. Loan Documents. The Administrative Agent shall have
received copies of such other documents or such other evidence as the
Administrative Agent may reasonably request showing to the satisfaction of the
Administrative Agent that the Loans have been fully secured on the terms
described in this Agreement.

     Section 5.2. All Borrowings. Subject to the provisions of Section 3.1.2,
the obligation of the L/C Issuer to issue any Letter of Credit or of each Lender
to fund any Loan on the occasion of any Borrowing (including the initial
Borrowing) that would increase the aggregate principal amount of Loans
outstanding hereunder shall be subject to the satisfaction of each of the
conditions precedent set forth in this Section 5.2.

          Section 5.2.1. Compliance with Warranties, No Default, etc. Both
before and after giving effect to the issuance of a Letter of Credit or any
Borrowing (but, if any Default of the nature referred to in Section 8.1.5 shall
have occurred with respect to any other Indebtedness, without giving effect to
the application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct:

          (a) the representations and warranties set forth in Article VI
     (excluding, however, those contained in Section 6.7) shall be true and
     correct with the same effect as if then made (unless stated to relate
     solely to an earlier date, in which case such representations and
     warranties shall be true and correct as of such earlier date);

          (b) except as disclosed by the Borrower to the Administrative Agent
     and the Lenders pursuant to Section 6.7

               (i) no labor controversy, litigation, action, arbitration or
          governmental investigation or proceeding shall be pending or, to the
          knowledge of the Borrower, threatened against the Borrower or any of
          its Subsidiaries which if adversely determined may be reasonably
          expected to have a Material Adverse Effect; and

               (ii) no development shall have occurred in any labor controversy,
          litigation, arbitration or governmental investigation or proceeding
          disclosed pursuant to Section 6.7 which may be reasonably expected to
          have a Material Adverse Effect; and

          (c) no Default shall have then occurred and be continuing.

          Section 5.2.2. Borrowing Request. Except for the Borrowings of Swing
Loans, the Borrower shall have furnished the Administrative Agent with a
Borrowing Request for such Borrowing. Each of the delivery of a Borrowing
Request and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing (both immediately before and after giving effect to such
Borrowing and the application of the proceeds thereof) the statements made in
Subsection 5.2.1 are true and correct. Each request by the Borrower for the
issuance of a Letter of Credit shall be made pursuant to a Letter of Credit
application in the L/C Issuer's then current form.


                                       49

<PAGE>

Delivery of such application and the delivery by the L/C Issuer of the Letter of
Credit shall constitute a representation and warranty by the Borrower that on
the date of issuance of such Letter of Credit (both immediately before and after
giving effect thereto) the statements made in Section 5.2.2. Subsection 5.2.1
are true and correct. Each request by the Borrower for Borrowings of Swing Loans
and the acceptance by the Borrower of the proceeds of such Swing Loans shall
constitute a representation and warranty by the Borrower that on the date of
such Borrowing (both immediately before and after giving effect to such
Borrowing in the application of the proceeds thereof) the statements made in
Subsection 5.2.1 are true and correct.

          Section 5.2.3. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries shall be satisfactory in form and substance to the Administrative
Agent and its counsel; the Administrative Agent and its counsel shall have
received all information, approvals, opinions, documents or instruments as the
Administrative Agent or its counsel may reasonably request.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders and the Administrative Agent to enter into
this Agreement and to make Loans and issue Letters of Credit hereunder, the
Borrower represents and warrants unto the Administrative Agent and each Lender
as set forth in this Article VI.

     Section 6.1. Organization, etc. Each of the Borrower and its Significant
Subsidiaries is a corporation, partnership, limited liability company or trust
validly organized and existing and in good standing under the laws of the State
of its formation, is duly qualified to do business and is in good standing as a
foreign corporation, partnership, limited liability company or trust in each
jurisdiction where the nature of its business requires such qualification,
unless the failure to so qualify may not reasonably be expected to have a
Material Adverse Effect, and has full power and authority and holds all
requisite governmental licenses, permits and other approvals necessary to enter
into and perform its Obligations under this Agreement, the Notes and each other
Loan Document to which it is a party and to own and hold its property and to
conduct its business substantially as currently conducted. As of the Effective
Date, each Significant Subsidiary is a Guarantor.

     Section 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement, the Notes, each
other Loan Document executed or to be executed by it, and the execution,
delivery and performance by each Guarantor of each Loan Document executed or to
be executed by each Guarantor, are within each such Person's corporate powers,
have been duly authorized by all necessary corporate action, and do not

          (a) contravene such Person's Organic Documents;

          (b) contravene any contractual restriction, law or governmental
     regulation or court decree or order binding on or affecting the Borrower or
     any Guarantor, except where such contravention may not reasonably be
     expected to have a Material Adverse Effect; or



                                       50

<PAGE>


          (c) result in, or require the creation or imposition of, any Lien on
     the Borrower's or any Guarantor's properties other than pursuant to the
     Loan Documents.

     Section 6.3. Government Approval, Regulation, etc. Except for such
authorizations, approvals or notices obtained or delivered as of the Effective
Date or subsequently required in connection with the addition of any Guarantor
or the pledge of any additional Venture pursuant to Section 7.1.10, 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 (i) by the Borrower of this
Agreement, the Notes or any other Loan Document or (ii) by any Guarantor of any
Loan Document to which any of them is a party, except that pursuant to
regulation 8.130 of the Nevada Gaming Control Board a notice of the Borrower's
execution of this Credit Agreement must be filed with the Nevada Gaming Control
Board within the time periods prescribed therein and pursuant to Mississippi
Gaming Commission Regulation III.I.11 a notice and report of the material terms
of this Agreement and certain related information must be filed with the
Mississippi Gaming Commission within the time period prescribed therein. Neither
the Borrower nor any of its Subsidiaries is an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

     Section 6.4. Validity, etc. This Agreement constitutes, and the Notes and
each other Loan Document executed by the Borrower will, on the due execution and
delivery thereof, constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and
general principles of equity; and each Loan Document executed by each Guarantor
will, on the due execution and delivery thereof, constitute, the legal, valid
and binding obligations of each such Person enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, and general principles of equity.

     Section 6.5. Financial Information. The audited balance sheet of the
Borrower and its Subsidiaries as at December 31, 2001, the unaudited balance
sheet of the Borrower and its Subsidiaries as at March 31, 2002, the operating
results for each of the Pledged Casinos for the three-month period ending March
31, 2002, and the related statements of income and cash flow of the Borrower and
its Subsidiaries, copies of which have been furnished to the Administrative
Agent and each Lender, have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended.

     Section 6.6. No Material Adverse Effect. Since December 31, 2001, there has
been no Material Adverse Effect.

     Section 6.7. Litigation, etc. As of the Effective Date, there is no pending
or, to the knowledge of the Borrower, threatened labor controversy, litigation,
action, or proceeding


                                       51

<PAGE>


affecting the Borrower or any of its Subsidiaries, or any of their respective
properties, assets or revenues, which, if adversely determined may be reasonably
expected to have a Material Adverse Effect, except as disclosed in Item 1
("Litigation; Labor Matters U.S.") of the Disclosure Schedule.

     Section 6.8. Subsidiaries. The Borrower has no direct or indirect
Subsidiaries, except those Subsidiaries

          (a) which are identified in Item 2 ("Existing Subsidiaries") of the
     Disclosure Schedule and which are wholly-owned by theBorrower as of the
     Effective Date; or

          (b) which are permitted to have been formed or acquired in accordance
     with Section 7.2.5 or Section 7.2.13.

     Section 6.9. Ownership of Properties. The Borrower and each of its
Subsidiaries have good and marketable title to all of their respective
properties and assets, in the case of the Borrower and each of its Subsidiaries,
free and clear of all Liens, charges or claims (including infringement claims
with respect to patents, trademarks, copyrights and the like) except Permitted
Liens. The provisions of the Deeds of Trust, the First Preferred Ship Mortgages
and the Security Agreement are effective to create, in favor of the
Administrative Agent (for the benefit of the Lenders), valid and perfected first
priority Liens on the Pledged Casinos, the vessels subject to the First
Preferred Ship Mortgages and all personal property described in the Security
Agreement and the Deeds of Trust, subject only to the Permitted Liens. All
governmental approvals necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect and protect, and establish and
maintain the priority of, such Liens have been duly effected or taken.

     Section 6.10. Compliance. The Borrower and the Guarantors are in compliance
with all presently existing applicable statutes, laws, regulations, rules,
ordinances and orders of any kind whatsoever (including, but not limited to, any
zoning and building laws or ordinances, subdivision laws or ordinances, any
Environmental Laws, or any presently existing rules, regulations or orders of
any governmental entity, authority or agency) (all of which are sometimes
hereinafter collectively referred to as "Laws"), and with all presently existing
covenants and restrictions of record relating to the use and occupancy of any of
their respective properties, in any case except to the extent that failure to so
comply may not reasonably be expected to have a Material Adverse Effect.

     Section 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement by the Borrower and prior to the date of any Borrowing
hereunder, no steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA. No condition exists or event
or transaction has occurred with respect to any Pension Plan which is reasonably
likely to result in the incurrence by the Borrower or any member of the
Controlled Group of any material liability, fine or penalty. Except as disclosed
in Item 4 ("Employee Benefit Plans") of the Disclosure Schedule, neither the
Borrower nor any member of the Controlled Group has any contingent liability
with respect to


                                       52

<PAGE>


any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

     Section 6.12. Environmental Warranties. Except as set forth in Item 5
("Environmental Matters") of the Disclosure Schedule:

          (a) all facilities and property (including underlying groundwater)
     owned or leased by the Borrower or any of its Subsidiaries have been, and
     continue to be, owned or leased by the Borrower and such Subsidiaries in
     material compliance with all applicable Environmental Laws;

          (b) there have been no past, and there are no pending or threatened

               (i) claims, complaints, notices or requests for information
          received by the Borrower or any of its Subsidiaries with respect to
          any alleged violation of any applicable Environmental Law;

               (ii) complaints, notices or inquiries to the Borrower or any of
          its Subsidiaries regarding potential liability under any applicable
          Environmental Law; or

               (iii) claims, complaints, notices or requests to the Borrower or
          any its Subsidiaries requiring investigation or remediation under any
          applicable Environmental Law;

     that, singly or in the aggregate, have, or may be reasonably expected to
     have, a Material Adverse Effect;

          (c) there have been no Releases of Hazardous Materials in violation of
     any applicable Environmental Law at, on or under any property now or
     previously owned or leased by the Borrower or any of its Subsidiaries that,
     singly or in the aggregate, may be reasonably expected to have a Material
     Adverse Effect;

          (d) the Borrower and its Subsidiaries have been issued and are in
     material compliance with all permits, certificates, approvals, licenses and
     other authorizations relating to environmental matters that are required
     pursuant to any Environmental Law and necessary for their businesses;

          (e) no property now or previously owned or leased by the Borrower or
     any of it Subsidiaries is listed or proposed for listing (with respect to
     owned property only) on the National Priorities List pursuant to and as
     defined by CERCLA, on the CERCLIS or on any similar state list of sites
     requiring investigation or clean-up;

          (f) there are no underground storage tanks, or water, gas or oil
     wells, active or abandoned, including petroleum storage tanks, on or under
     any property now or previously owned or leased by the Borrower or any of
     its Subsidiaries that, singly or in the aggregate, may be reasonably
     expected to have a Material Adverse Effect;


                                       53

<PAGE>

          (g) there are no polychlorinated biphenyls or friable asbestos present
     at any of the Pledged Casinos that, singly or in the aggregate, have, or
     may be reasonably expected to have a Material Adverse Effect; and

          (h) as of the Effective Date, to the best of the Borrower's knowledge,
     no conditions exist at, on or under any property now or previously owned or
     leased by the Borrower or any of its Subsidiaries which, with the passage
     of time, or the giving of notice or both, would give rise to any material
     liability under any existing Environmental Law.

     Section 6.13. Regulations U and X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Loans will be used for a purpose which violates,
or would be inconsistent with, F.R.S. Board Regulation U or X. Terms for which
meanings are provided in F.R.S. Board Regulation U or X or any regulations
substituted therefor, as from time to time in effect, are used in this Section
with such meanings.

     Section 6.14. Taxes. The Borrower and each of its Subsidiaries have filed
all tax returns and reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be owing, except any
such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books.

     Section 6.15. Accuracy of Information. All factual information heretofore
or contemporaneously furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby is true and accurate in every
material respect on the date as of which such information is dated or certified
and as of the date of execution and delivery of this Agreement by the Borrower
or has been subsequently supplemented by other or further information to the
extent necessary to give the Administrative Agent and the Lenders true and
accurate knowledge of the subject matter thereof, and such information is not,
or shall not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.

                                   ARTICLE VII
                                    COVENANTS

     Section 7.1. Affirmative Covenants. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have
terminated, all Letters of Credit have expired or been cash-collateralized and
all Obligations have been paid and performed in full, the Borrower will perform
the obligations set forth in this Section 7.1.

          Section 7.1.1. Financial Information, Reports, Notices, etc. The
Borrower will furnish to each Lender and the Administrative Agent copies of the
following financial statements, reports, notices and information:


                                       54

<PAGE>


          (a) as soon as available and in any event within 45 days after the end
     of each of the first three Fiscal Quarters of each Fiscal Year of the
     Borrower, consolidated balance sheets of the Borrower and its Subsidiaries
     as of the end of such Fiscal Quarter and consolidated statements of income
     and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter
     and for the period commencing at the end of the previous Fiscal Year and
     ending with the end of such Fiscal Quarter, certified by the chief
     financial officer of the Borrower;

          (b) as soon as available and in any event within 90 days after the end
     of each Fiscal Year of the Borrower, a copy of the annual audit report for
     such Fiscal Year for the Borrower and its Subsidiaries, including therein
     consolidated balance sheets of the Borrower and its Subsidiaries as of the
     end of such Fiscal Year and consolidated statements of income and cash flow
     of the Borrower and its Subsidiaries for such Fiscal Year, in each case
     certified (without any Impermissible Qualification) in a manner acceptable
     to the Administrative Agent by Deloitte & Touche or other independent
     public accountants reasonably acceptable to the Administrative Agent and
     the Majority Lenders, together with a certificate from such accountants
     confirming compliance with each of the financial ratios and restrictions
     contained in Section 7.2 and to the effect that, in ----------- making the
     examination necessary for the signing of such annual report by such
     accountants, they have not become aware of any Default or Event of Default
     that has occurred and is continuing, all as certified by the chief
     financial officer of the Borrower;

          (c) as soon as available and in any event within 45 days after the end
     of each of the first three Fiscal Quarters of each Fiscal Year and within
     90 days after the end of each Fiscal Year, a certificate in substantially
     the form of Exhibit M hereto, executed by the chief financial officer of
     the Borrower, showing (in reasonable detail and with appropriate
     calculations and computations in all respects satisfactory to the
     Administrative Agent) compliance with the financial covenants set forth in
     Section 7.2;

          (d) as soon as possible and in any event within 45 days after the end
     of each Fiscal Quarter, a computation of the Total Leverage Ratio as of the
     end of such Fiscal Quarter and a written report, in form and detail
     reasonably acceptable to the Administrative Agent, with respect to the
     status of each New Venture, including the amounts of Expansion Capital
     Expenditures and New Venture Investments made, and reasonably anticipated
     to be made, with respect thereto, each certified by the chief financial
     officer of the Borrower;

          (e) promptly after request by the Administrative Agent or any Lender,
     copies of any detailed audit reports, management letters or recommendations
     submitted to the board of directors (or the audit committee of the board of
     directors) of the Borrower by independent accountants in connection with
     the accounts or books of the Borrower or any of its Subsidiaries, or any
     audit of any of them;

          (f) as soon as possible and in any event within 30 days after the end
     of each month, monthly and year-to-date operating statements for each
     Venture owned by the Borrower and its Subsidiaries, each of which
     statements shall compare the financial


                                       55

<PAGE>


     performance of such Venture to the Borrower's projections and each of which
     shall be certified by the chief financial officer of the Borrower;

          (g) as soon as possible and in any event within five days after the
     Borrower obtains knowledge of the occurrence of each Default, a statement
     of an Authorized Officer of the Borrower setting forth details of such
     Default and the action which the Borrower has taken and proposes to take
     with respect thereto;

          (h) as soon as possible and in any event within five days after the
     Borrower obtains knowledge of the (x) occurrence of any material adverse
     development with respect to any labor controversy, litigation, action or
     proceeding described in Section 6.7 (including, without limitation, the
     entry against the Borrower or any of its Subsidiaries of a judgment in
     excess of $5,000,000) or (y) commencement of any material labor
     controversy, litigation, action or proceeding of the type described in
     Section 6.7, notice thereof and, as promptly as possible, but in no event
     later than ten Business Days after such event, copies of all documentation
     relating thereto;

          (i) promptly after the sending or filing thereof, copies of all
     reports which the Borrower sends to any of its security holders and copies
     of all material filings that the Borrower makes with any regulatory
     commission having jurisdiction over the Borrower (except to the extent that
     such reports are restricted from disclosure by the particular regulatory
     agency), and all reports and registration statements which the Borrower or
     any of its Subsidiaries files with the Securities and Exchange Commission
     or any national securities exchange;

          (j) within sixty days after the beginning of each Fiscal Year of the
     Borrower, financial projections for each Venture owned by the Borrower and
     its Subsidiaries for such Fiscal Year, in reasonable detail and in all
     respects satisfactory to the Administrative Agent;

          (k) promptly upon becoming aware of the institution of any steps by
     the Borrower or any other Person to terminate any Pension Plan, or the
     failure to make a required contribution to any Pension Plan if such failure
     is sufficient to give rise to a Lien under section 302(f) of ERISA, or the
     taking of any action with respect to a Pension Plan which is reasonably
     likely to result in the requirement that the Borrower furnish a bond or
     other security to the PBGC or such Pension Plan, or the occurrence of any
     event with respect to any Pension Plan which is reasonably likely to result
     in the incurrence by the Borrower of any material liability, fine or
     penalty, or any material increase in the contingent liability of the
     Borrower with respect to any post-retirement Welfare Plan benefit, notice
     thereof and copies of all documentation relating thereto; and

          (l) such other information respecting the condition or operations,
     financial or otherwise, of the Borrower or any of its Subsidiaries as any
     Lender or the Administrative Agent may from time to time reasonably
     request.



                                       56

<PAGE>


          Section 7.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders (including, without limitation,
all applicable gaming laws, rules, regulations and orders and all filings
described in Section 6.3) except to the extent that failure to so comply may not
reasonably be expected to have a Material Adverse Effect, such compliance by
each Significant Subsidiary to include (without limitation):

          (a) subject to Sections 7.1.7 and 7.2.8, the maintenance and
     preservation of its qualification as a foreign corporation or other entity;
     and

          (b) the payment, before the same become delinquent, of all taxes,
     assessments and governmental charges imposed upon it or upon its property
     except to the extent being diligently contested in good faith by
     appropriate proceedings and for which adequate reserves in accordance with
     GAAP shall have been set aside on its books.

          Section 7.1.3. Construction and Maintenance of Properties, Etc. The
Borrower shall, and shall cause its Subsidiaries to, maintain and preserve all
of its properties necessary or useful in the proper conduct of their business
(including, in the case of the Guarantors, the Pledged Casinos), in good working
order and condition in all material respects, ordinary wear and tear excepted
and make necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times. The Borrower shall not permit all or any portion of any of the Pledged
Casinos to be removed, demolished or materially altered, except in connection
with the improvement, renovation or expansion thereof and to the extent that the
value thereof is not materially impaired, and shall restore, replace or rebuild
any Pledged Casino, or any part thereof now or hereafter damaged or destroyed by
any casualty (whether or not insured against or insurable).

     Section 7.1.4. Insurance.

          (a) In addition to maintaining the insurance coverage required as of
     the Effective Date under Section 5.1.10 hereof, the Borrower will maintain
     or cause to be maintained, with financially sound and reputable insurers,
     such public liability insurance, third party property damage insurance,
     business interruption insurance (to the extent reasonably available) and
     casualty insurance with respect to liabilities, losses or damage in respect
     of the assets, properties and businesses of the Borrower and its
     Subsidiaries as may customarily be carried or maintained under similar
     circumstances by corporations of established reputation engaged in similar
     businesses, in each case in such amounts (giving effect to self-insurance
     to the extent companies of similar size and in similar businesses
     self-insure), with such deductibles, covering such risks and otherwise on
     such terms and conditions as shall be customary for corporations similarly
     situated in the industry. All such policies of insurance shall name the
     Administrative Agent for the benefit of the Lenders as additional insured,
     or loss payee, as its interest may appear (except in the case of workers'
     compensation insurance) and provide that it will not be canceled or
     reduced, except after not less than 30 days' written notice to the
     Administrative Agent and upon receipt thereof, the Administrative Agent
     shall promptly notify the Lenders of same. The


                                       57

<PAGE>


     Borrower will advise the Administrative Agent promptly of any policy
     cancellation, reduction or amendment.

          (b) On or before the date of the initial Borrowing hereunder, the
     Borrower will deliver to the Administrative Agent certificates of insurance
     reasonably satisfactory to the Administrative Agent evidencing the
     existence of all insurance required to be maintained by the Borrower under
     this Agreement setting forth the respective coverages, limits of liability,
     carriers, policy numbers and periods of coverage and showing that such
     insurance will be effective through July 1, 2002 as to property insurance
     policies for the Pledged Casinos subject only to the payment of premiums as
     they become due. Thereafter, on each July 1 of each year (commencing in
     2002) the Borrower will deliver to the Administrative Agent certificates of
     insurance evidencing that all insurance required to be maintained by the
     Borrower under this Agreement will be in effect through the respective
     anniversary dates of the following Fiscal Year, subject only to the payment
     of premiums as they become due. In addition, the Borrower will not
     materially modify any of the provisions of any policy with respect to
     casualty insurance without delivering the original copy of the endorsement
     reflecting such modification to the Administrative Agent. The Borrower will
     not obtain or carry separate insurance concurrent in form or contributing
     in the event of loss with that required by this Section 7.1.4. unless the
     Administrative Agent on behalf of the Lenders are named insured under such
     insurance, with loss payable as provided in this Agreement. The Borrower
     will immediately notify the Administrative Agent whenever any such separate
     insurance is obtained and shall deliver to the Administrative Agent the
     certificates evidencing the same.

          (c) Without limiting the obligations of the Borrower under the
     foregoing provisions of this Section 7.1.4., in the event the Borrower
     shall fail to maintain in full force and effect insurance as required by
     the foregoing provisions of this Section 7.1.4., then the Administrative
     Agent may, and shall if instructed so to do by the Majority Lenders,
     procure insurance covering the interests of the Lenders and the
     Administrative Agent in such amounts and against such risks as otherwise
     would be required hereunder and the Borrower shall reimburse the
     Administrative Agent in respect of any premiums paid by the Administrative
     Agent in respect thereof.

           Section 7.1.5. Books and Records. The Borrower will, and will cause
each of its Significant Subsidiaries to, keep books and records which accurately
reflect all of their business affairs and transactions and permit the
Administrative Agent and each Lender or any of their respective representatives,
at reasonable times and intervals, to visit all of its offices, to discuss its
financial matters with its officers and independent public accountant (and the
Borrower hereby authorizes such independent public accountant to discuss the
Borrower's financial matters with each Lender or its representatives whether or
not any representative of the Borrower is present) and to examine (and, at the
expense of the Borrower, photocopy a reasonable number of extracts from) any of
its books or other corporate records. The Borrower shall cooperate with any
representative of the Administrative Agent or any Lender in connection with the
exercise by the Administrative Agent or such Lender of its rights under this
Section 7.1.5.


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          Section 7.1.6. Environmental Covenant. The Borrower will, and will
cause each of its Subsidiaries to,

          (a) use and operate all of its facilities and properties in material
     compliance with all applicable Environmental Laws, keep all permits,
     approvals, certificates, licenses and other authorizations required
     pursuant to applicable Environmental Laws in effect and remain in material
     compliance therewith, and handle all Hazardous Materials in material
     compliance with all applicable Environmental Laws;

          (b) promptly notify the Administrative Agent and provide copies upon
     receipt of all written claims, complaints, notices or inquiries relating to
     the condition of its facilities and properties under, or compliance of its
     facilities and properties with, applicable Environmental Laws, and shall
     promptly commence and diligently proceed to cure, to the reasonable
     satisfaction of the Administrative Agent any actions and proceedings
     relating to violations of compliance with applicable Environmental Laws;
     and

          (c) provide such information and certifications which the
     Administrative Agent may reasonably request from time to time to evidence
     compliance with this Section 7.1.6.

          Section 7.1.7. Maintenance of Existence. Subject to the right to
complete mergers, liquidations and distributions permitted under Section 7.2.8,
the Borrower will take all action necessary to maintain its corporate existence
and the corporate existence of each Guarantor. Notwithstanding the foregoing,
the Borrower and any of its Subsidiaries may, with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld or
delayed), change its jurisdiction of organization to a jurisdiction within the
United States or change the form of its organization (such as any change from a
limited liability company to a partnership or corporation, or vice versa, any
change from a corporation to a limited liability company or partnership, or vice
versa, or any change from a partnership to a limited liability company or a
corporation or a change from a multi-member limited liability company to a
single-member limited liability company, or any similar change in structure).

          Section 7.1.8. Gaming and Liquor Licenses. The Borrower will maintain,
and will cause each Guarantor to maintain, (i) such valid Gaming Licenses,
registrations and findings of suitability in all jurisdictions as may be
necessary to conduct their casino businesses and (ii) all liquor licenses and
registrations as may be necessary to sell alcoholic beverages from and in their
casinos.

          Section 7.1.9. Accuracy of Information. All factual information
furnished after the date of execution and delivery of this Agreement by or on
behalf of the Borrower or any Guarantor in writing to the Administrative Agent
or any Lender for purposes of or in connection with this Agreement or any
transaction contemplated hereby will be true and accurate in every material
respect on the date as of which such information is dated or certified, and such
information shall not be incomplete by omitting to state any material fact
necessary to make such information not misleading.

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<PAGE>


          Section 7.1.10. Significant Subsidiaries. Promptly upon the
determination that any Subsidiary has become a Significant Subsidiary, the
Borrower will cause such Significant Subsidiary to execute and deliver to the
Administrative Agent for the benefit of the Lenders (i) an amendment to the
Guaranty, if such Subsidiary is not already a party thereto, joining such
Subsidiary as a party thereto, (ii) if such Subsidiary owns a Venture (other
than real property that is not necessary in connection with the operations of a
Pledged Casino and does not, individually or in the aggregate, have a market
value in excess of $25,000,000) that is not already a Pledged Section 7.1.10.
Casino, one or more Deeds of Trust substantially in the form required by Section
5.1.5 hereof, together with a joinder to the Hazardous Materials Indemnity and
all other documentation required thereunder, encumbering such Venture, (iii) an
amendment to the Security Agreement, if such Subsidiary is not already a party
thereto, joining such Subsidiary as a party thereto, (iv) legal opinions in form
and substance satisfactory to the Administrative Agent, and (v) the
documentation required by Sections 5.1.1, 5.1.6 and 5.1.7 hereof in respect of
such Venture(s).

          Section 7.1.11. Use of Proceeds. The Borrower shall use the proceeds
of the Loans to (i) refund and refinance the outstanding Indebtedness under the
Prior Credit Agreement, (ii) pay fees and expenses in connection with this
Agreement and (iii) for other general corporate purposes, including the
refinancing of the Senior Notes due 2003, Capital Expenditures, acquisitions and
Investments.

          Section 7.1.12. Adequate Liquidity. The Borrower shall at all times
maintain liquidity in an amount at least equal to the amount required to redeem
the then outstanding balance of the Senior Notes due 2003 in full.

     Section 7.2. Negative Covenants. The Borrower agrees with the
Administrative Agent and each Lender that, until all Commitments have
terminated, all Letters of Credit have expired or been cash-collateralized and
all Obligations have been paid and performed in full, the Borrower will perform
the obligations set forth in this Section 7.2.

          Section 7.2.1. Business Activities. The Borrower will not, and will
not permit any of its Significant Subsidiaries or any New Venture Entity to,
engage in any business activity, except for (i) the ownership and operation of
casinos, hotel/casinos, riverboats, horse racing tracks and the related
facilities or any other Venture, (ii) the ownership and operation of an
insurance company that provides self insurance to the Borrower and its
Subsidiaries in conformity with the provisions of this Agreement and (iii) such
activities as may be incidental or related to any of the foregoing.

          Section 7.2.2. Indebtedness. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness other than the
following:

          (i) the Obligations;

          (ii) the Senior Notes, the Senior Subordinated Notes due 2007 and the
     Senior Subordinated Notes due 2012 outstanding on the Effective Date,


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<PAGE>


          (iii) any notes issued pursuant to a Permitted Senior Note Issuance or
     a Permitted Subordinated Debt Issuance;

          (iv) Hedging Obligations entered into by the Borrower with any Lender
     or any Affiliate of any Lender, which Hedging Obligations shall be ratably
     secured by the Collateral; provided, in no event shall the notional
     principal amount of such secured Hedging Obligations exceed $400,000,000 in
     the aggregate (it being understood that the notional amount of each such
     Interest Rate Agreement and Currency Exchange Protection Agreement shall be
     included in such calculation);

          (v) unsecured trade debt incurred in the ordinary course of business
     and unsecured accrued liabilities incurred in the ordinary course of
     business;

          (vi) Indebtedness in an aggregate amount not to exceed $35,000,000 at
     any time outstanding; provided, however that any secured Indebtedness
     permitted hereunder shall be secured by only those assets that are
     purchased, leased or financed with the funds provided thereby; and

          (vii) direct or indirect Indebtedness of the Borrower's Subsidiaries
     to the Borrower or another Subsidiary or Indebtedness of the Borrower to
     any Subsidiary;

     provided, however, that no additional Indebtedness other than Indebtedness
     pursuant to subsection (v) or Indebtedness to Guarantors or Indebtedness
     from a Guarantor to the Borrower or a Guarantor pursuant to subsection
     (vii) hereof, shall be permitted to be incurred if immediately before, or
     after giving effect to the incurrence thereof, any Default shall have
     occurred and be continuing. The Administrative Agent shall execute such
     documentation as may be reasonably required by a lender or lessor pursuant
     to subsection (vi) above in order to evidence that such lender or lessor's
     Lien on the assets leased or financed by such lender or lessor, if
     perfected and non-avoidable, is prior in right to any Lien in favor of the
     Lenders.

          Section 7.2.3. Liens. The Borrower will not, and will not permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon
(i) any of the Pledged Casinos or any of the Collateral, or (ii) any real or
personal property of any Guarantor, in each case whether now owned or hereafter
acquired, except (solely with respect to the foregoing clauses (i) and (ii)):

          (a) Liens securing payment of the Obligations, granted pursuant to any
     Loan Document;

          (b) Liens described in, and securing Indebtedness permitted by,
     Section 7.2.2(iv), which Liens shall be secured ratably with the
     Obligations, and Liens described in, and securing Indebtedness permitted
     by, Section 7.2.2(vi);


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<PAGE>


          (c) Liens for taxes, assessments or other governmental charges or
     levies not at the time delinquent or thereafter payable without penalty or
     being diligently contested in good faith by appropriate proceedings and
     which have been stayed pending resolution and for which adequate reserves
     in accordance with GAAP shall have been set aside on its books;

          (d) Liens for labor done and materials and services supplied and
     furnished (i) which have not been filed or recorded for more than sixty
     (60) days; (ii) which have not been filed or recorded for more than one
     hundred twenty (120) days and with respect to which, within the first sixty
     (60) days after such filing or recordation, the Borrower or the Subsidiary
     whose property is the subject of such a Lien has commenced, and thereafter
     diligently continues to prosecute by appropriate means, the release of such
     lien of record pursuant to the provisions of applicable state or federal
     law or (iii) which the Title Company has agreed to insure over in a manner
     satisfactory to the Administrative Agent;

          (e) Liens incurred in the ordinary course of business in connection
     with workmen's compensation, unemployment insurance or other forms of
     governmental insurance or benefits, or to secure performance of tenders,
     statutory obligations, leases and contracts (other than for borrowed money)
     entered into in the ordinary course of business or to secure obligations on
     surety or appeal bonds;

          (f) easements, rights of way, restrictions and similar encumbrances
     incurred in the ordinary course of business not materially adversely
     affecting the value of any of the Pledged Casinos;

          (g) judgment Liens securing an aggregate amount less than $1,000,000
     in existence less than twenty consecutive days after the entry thereof or
     with respect to which execution has been stayed by reason of a pending
     appeal or otherwise or the payment of which is covered in full (subject to
     a customary deductible) by insurance;

          (h) Liens held by joint venture partners, any lender to any New
     Venture Entity and any assignees thereof, with respect to the interests of
     the Borrower or one of its Subsidiaries in a New Venture Entity; provided
     that such Lien shall secure and relate only to the obligations of such New
     Venture Entity; and

          (i) Liens in existence on the date hereof described in Item 3 of the
     Disclosure Schedule;

     provided that this Section 7.2.3 shall not apply to prohibit the creation
     of a Lien to the extent necessary to prevent a revocation of a Gaming
     License under any applicable Gaming Laws if (i) no Default or Event of
     Default then exists which is not curable by the creation of the Lien; (ii)
     the Borrower has notified the Administrative Agent in writing of the
     necessity to invoke this proviso at least ten Business Days (or such
     shorter period as may be necessary in order to comply with a regulation or
     order of the relevant Gaming


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<PAGE>


     Board) in advance; and (iii) the creation of such Lien will not have a
     Material Adverse Effect.

          Section 7.2.4. Financial Condition. The Borrower will not permit:

          (a) Net Worth to be less than the sum of (i) $333,302,000 plus (ii)
     50% of the Borrower's consolidated net income (without giving effect to any
     losses) for each Fiscal Quarter ending after March 31, 2002, plus (iii) an
     amount equal to the increase in the Borrower's stockholders equity
     following March 31, 2002 by reason of sales and issuances of the Borrower's
     Capital Stock;


          (b) the Total Leverage Ratio at the end of any Fiscal Quarter, for the
     period of four consecutive Fiscal Quarters ending on such date, to be
     greater than the ratio set forth below opposite such period:

                        Period                                 Ratio
                        ------                                 -----

         June 30, 2002 - September 30, 2004                4.75 to 1.0
         December 31, 2004 - March 31, 2005                4.50 to 1.0
         June 30, 2005 to December 31, 2005                4.25 to 1.0
         March 31, 2006 and thereafter                     4.00 to 1.0

          (c) the Senior Leverage Ratio at the end of any Fiscal Quarter for any
     period of four consecutive Fiscal Quarters ending on or after June 30, 2002
     to be greater than 2.75 to 1.00; and

          (d) the Interest Coverage Ratio at the end of any Fiscal Quarter, for
     the period of four consecutive Fiscal Quarters ending on such date, to be
     less than the ratio set forth below opposite such period:

                        Period                                 Ratio
                        ------                                 -----

         June 30, 2002 - September 30, 2004                2.25 to 1.0
         December 31, 2004 and thereafter                  2.50 to 1.0

          Section 7.2.5. Investments. The Borrower will not, and will not
permit any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment, other than (i) Investments in existing Ventures owned by the
Borrower or one of its Subsidiaries; (ii) additional New Venture Investments in
The Borgata not exceeding $50,000,000 in the aggregate on a cumulative basis
during the term of this Agreement; (iii) Expansion Capital Expenditures to the
extent permitted by Section 7.2.7; (iv) purchases or redemptions of the Capital
Stock of the Borrower to the extent permitted by Section 7.2.6(b); (v)
Investments consisting of or evidencing the extension of credit to customers of
the Borrower or any of its Subsidiaries in the ordinary course of business and
any Investments received in satisfaction or partial satisfaction thereof; (vi)
Investments representing all or a portion of the sales price for property sold
to another Person; (vii) Investments of the Borrower's Subsidiaries in the
Borrower or any Subsidiary or Investments of the Borrower in any Subsidiary;
(viii) other Investments in an amount not to exceed the sum of (a) $50,000,000
plus (b) Available Net Equity Proceeds.


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<PAGE>


          Section 7.2.6. Restricted Payments.

          (a) Neither the Borrower nor any of its Subsidiaries shall purchase,
     or defease or redeem the Senior Notes, the Senior Subordinated Notes due
     2007, the Senior Subordinated Notes due 2012, or any other Subordinated
     Debt; provided, however, that (i) the Borrower may make such purchases or
     redemptions of the Senior Notes due 2003 if both before and after giving
     effect thereto, there shall not exist a Default or an Event of Default, and
     (ii) the Borrower may make such purchases or redemptions of the Senior
     Notes due 2009, the Senior Subordinated Notes due 2007 and the Senior
     Subordinated Notes due 2012 if (A) both before and after giving effect
     thereto, there shall not exist a Default or an Event of Default, and (B)
     the aggregate amount of such purchases or redemptions after the Effective
     Date, together with any amounts paid or committed under Section 7.2.6(b),
     does not exceed $25,000,000 and provided, further that the Borrower may,
     after prior written notice to the Lenders, redeem, purchase or defease any
     Senior Notes, Senior Subordinated Notes due 2007, Senior Subordinated Notes
     due 2012, or other Subordinated Debt that any Gaming Board has ordered so
     purchased, redeemed or defeased.

          (b) The Borrower will not declare, pay or make any dividend or
     distribution (in cash, property or obligations) on any shares of any class
     of Capital Stock (now or hereafter outstanding) of the Borrower or on any
     warrants, options or other rights with respect to any shares of any class
     of Capital Stock (now or hereafter outstanding) of the Borrower or apply,
     or permit any of its Subsidiaries to apply, any of its funds or assets to
     the purchase or redemption of any shares of Capital Stock of the Borrower
     unless (i) both before and after giving effect to any such dividend,
     distribution, purchase or redemption, there shall not exist a Default or an
     Event of Default and (ii) the aggregate amount of such dividends,
     distributions, purchases or redemptions after the Effective Date, together
     with any amounts paid or committed under Section 7.2.6(a), does not exceed
     $25,000,000; provided, that the Borrower may, after prior written notice to
     the Lenders, purchase or redeem any shares of its Capital Stock that any
     Gaming Board has ordered so purchased or redeemed.

          (c) Except to the extent permitted by clause (a) above, the Borrower
     will not, and will not permit any of its Subsidiaries to make any payment
     or prepayment of Subordinated Debt on any day other than the stated
     scheduled date for such payment set forth in the Subordinated Debt.

          Section 7.2.7. Capital Expenditures. The Borrower will not, and will
not permit any of its Subsidiaries to, make or commit to make any Capital
Expenditure, other than:

          (a) Expansion Capital Expenditures on a cumulative basis from and
     after the Effective Date in an amount not to exceed the sum of (i)
     $200,000,000 plus (ii) Available Net Equity Proceeds plus (iii) up to
     $20,000,000 of the Expansion Capital Expenditures allocated for the
     development and construction of a hotel at Delta Downs Racetrack and Casino
     plus (iv) up to $80,000,000 for the development and construction of a barge
     or larger boat at the Blue Chip Casino; and



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<PAGE>

          (b)  Maintenance Capital Expenditures which do not exceed an aggregate
     amount of $75,000,000 in any Fiscal Year.

     Section 7.2.8. Consolidation, Merger, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other corporation, or purchase or otherwise acquire
all or substantially all of the assets of any Person (or of any division
thereof) provided, however that any Subsidiary of the Borrower that has
aggregate assets of less than $100,000 may liquidate or dissolve and provided
further that (i) any Subsidiary of the Borrower may liquidate or dissolve
voluntarily into, and may merge with and into, the Borrower or any other
Subsidiary and (ii) the Borrower may consolidate with or merge into any of its
Subsidiaries; provided, however, that such Subsidiary agrees to assume the
Obligations of the Borrower hereunder in a manner reasonably satisfactory to the
Majority Lenders.

          Section 7.2.9. Asset Dispositions, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, sell or dispose of all or
substantially all of the Collateral without the prior written consent of all
Lenders. The Borrower will not, and will not permit any of its Subsidiaries to,
make any Restricted Disposition or otherwise permit the Borrower's direct or
indirect equity interest in the Borgata Hotel and Casino to fall below 40%
without the prior written consent of the Majority Lenders.

          Section 7.2.10. Transactions with Affiliates. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates,
including without limitation, any management contract, unless such arrangement
is fair and equitable to the Borrower or such Subsidiary and is of a sort which
would be entered into by a prudent Person in the position of the Borrower or
such Subsidiary with, or which is on terms which are no less favorable than are
obtainable from, any Person which is not one of its Affiliates.

          Section 7.2.11. Negative Pledges, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any agreement prohibiting the
creation or assumption of any Lien or restricting the ability of any Subsidiary
to make any payments to the Borrower by way of dividends, advances or repayments
of advances to the Borrower or restricting the ability of the Borrower to amend
or otherwise modify this Agreement or any other Loan Document, except for

          (i) negative pledges in favor of joint venture partners, any lender to
     any New Venture Entity or any assignees thereof, with respect to the
     interests of the Borrower or one of its Subsidiaries in a New Venture
     Entity; and

          (ii) rights consisting of holdings in joint tenancy or other forms of
     ownership interests (and rights associated therewith) in a New Venture
     Entity or consisting of obligations of the Borrower or any of its
     Subsidiaries to sell, or rights of other Persons to purchase, the ownership
     interests of the Borrower or any of its Subsidiaries in a New Venture
     Entity, which obligations or rights were

                                       65

<PAGE>


     created substantially concurrently with the acquisitions of such ownership
     interests in the New Venture Entity;

provided that this Section 7.2.11 shall not apply to prohibit the creation of a
negative pledge to the extent necessary to obtain or prevent a revocation of a
Gaming License under any applicable Gaming Laws if (i) no Default or Event of
Default then exists which is not curable by the creation of the negative pledge,
(ii) the Borrower has notified the Administrative Agent in writing of the
necessity to invoke this proviso at least ten Business Days (or such shorter
period as may be necessary in order to comply with a regulation or order of the
relevant Gaming Board) in advance and (iii) the creation of such negative pledge
will not have a Material Adverse Effect.

          Section 7.2.12. Amendments or Waivers of Certain Documents. The
Borrower shall not, and shall not permit any of its Subsidiaries to, amend or
supplement any term or provision of the Senior Notes or the Subordinated Debt or
any documents pursuant to which the Senior Notes, the Subordinated Debt, any
Permitted Senior Note Issuance or any Permitted Subordinated Debt Issuance
(collectively, the "Public Debt") is outstanding, or waive or otherwise
relinquish any of its rights or causes of action under or arising out of the
Public Debt or such other documents, without in each case obtaining the prior
written consent of the Administrative Agent; provided, however, notwithstanding
the foregoing, the Borrower and its Subsidiaries may amend, supplement or waive
any terms of any Public Debt so long as the Administrative Agent shall have
determined that, after giving effect to such amendment, supplement or waiver,
the terms of such Public Debt are no less favorable to the Borrower and the
Lenders than those under the documentation in respect of the outstanding Senior
Notes or the outstanding Subordinated Debt, as the case may be. The Borrower
shall not, and shall not permit any of its Subsidiaries to, make any material
amendment or modification of the membership agreement for Marina District
Development Holding Co., LLC without obtaining the prior written consent of the
Administrative Agent (which consent shall not be unreasonably withheld or
delayed).

          Section 7.2.13. Subsidiaries. The Borrower will not create any
Subsidiaries, without the prior written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, provided, that the provisions
of this Section 7.2.13 shall not require the Administrative Agent's consent for
the formation of wholly-owned direct and indirect Subsidiaries of the Borrower
or a New Venture Investment in a less than wholly-owned Subsidiary.

          Section 7.2.14. Fiscal Year. The Borrower will not, and will not
permit any of its Subsidiaries to, change its Fiscal Year.

          Section 7.2.15. Rental Obligations. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into at any time any arrangement
which does not create a Capital Lease Obligation and which involves the leasing
by the Borrower or any of its Subsidiaries from any lessor of any real or
personal property (or any interest therein), except arrangements which, together
with all other such arrangements which shall then be in effect, will not cause
the aggregate rental expense of the Borrower and its Subsidiaries (net of rental


                                       66

<PAGE>


receipts) to exceed $15,000,000 (excluding escalations resulting from a rise in
the consumer price or similar index) for any Fiscal Year.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

          Section 8.1. Listing of Events of Default. Each of the following
events or occurrences described in this Section 8.1 shall constitute an "Event
of Default".

          Section 8.1.1. Non-Payment of Obligations. The Borrower shall fail to
pay when due any payment or prepayment of any principal of any Loan or the
Borrower shall fail to pay within five days of the date when due any payment of
interest on any Loan or any Unused Fee or of any other monetary Obligation.

          Section 8.1.2. Breach of Warranty. Any representation or warranty of
the Borrower made or deemed to be made hereunder or in any other Loan Document
or any other writing or certificate furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender for the purposes of or in connection with
this Agreement or any such other Loan Document (including any certificates
delivered pursuant to Article V) is or shall be incorrect when made in any
material respect.

          Section 8.1.3. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of any of its
obligations under Section 7.2.

          Section 8.1.4. Non-Performance of Other Covenants and Obligations. The
Borrower shall default in the due performance and observance of any other
agreement contained herein, and such default shall continue unremedied for a
period of thirty days after notice thereof shall have been given to the Borrower
by the Administrative Agent.

          Section 8.1.5. Default on Other Indebtedness. A default shall occur
in the payment when due (after giving effect to any applicable notice and grace
periods), whether by acceleration or otherwise, of any Indebtedness (other than
Indebtedness described in Section 8.1.1, but including, without limitation, all
Subordinated Debt of the Borrower or any Guarantor) in an aggregate amount
exceeding $10,000,000 of the Borrower or any of its Significant Subsidiaries, or
a default shall occur in the performance or observance of any obligation or
condition with respect to any such Indebtedness in an aggregate amount exceeding
$10,000,000 (including, without limitation, all Subordinated Debt of the
Borrower or any Guarantor), and to the extent required under the terms of such
Indebtedness, notice of such default shall have been given and any applicable
grace period shall have expired, if the effect of such default is to accelerate
the maturity of any such Indebtedness or to permit the holder or holders
thereof, or any trustee or agent for such holders, to cause such Indebtedness to
become due and payable prior to its expressed maturity.

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<PAGE>

     Section 8.1.6. Judgments. Any judgment or order for the payment of money in
excess of $10,000,000 (not covered by insurance subject to customary
deductibles) shall be rendered against the Borrower or any of its Significant
Subsidiaries and either

          (a) enforcement proceedings shall have been commenced by any creditor
     upon such judgment or order; or

          (b) such judgment or order shall not have been vacated, stayed,
     satisfied, discharged or bonded pending appeal within twenty days from the
     entry thereof.

     Section 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan

          (a) the institution of any steps by the Borrower, any member of its
     Controlled Group or any other Person to terminate a Pension Plan if, as a
     result of such termination, the Borrower or any such member could be
     required to make a contribution to such Pension Plan, or could reasonably
     expect to incur a liability or obligation to such Pension Plan, in excess
     of $3,000,000; or

          (b) a contribution failure occurs with respect to any Pension Plan
     sufficient to give rise to a Lien under Section 302(f) of ERISA.

     Section 8.1.8. Change of Control. Any of the following shall occur: (a) a
"Change of Control" (as such term is defined in the Senior Indenture dated 1996,
the Senior Indenture dated 2001, the Senior Subordinated Indenture dated 1997,
the Senior Subordinated Indenture dated 2002 or in any comparable instrument
governing a permitted refinancing thereof) in respect of the Borrower shall
occur; or (b) the Boyd Family shall (i) cease to own at least 25% of the
Borrower's outstanding voting stock or (ii) otherwise cease to have the power to
direct the management and policies of the Borrower (each of such events shall be
considered a "Change of Control").

     Section 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any Significant
Subsidiary shall

          (a) become insolvent or generally fail to pay, or admit in writing its
     inability or unwillingness to pay, debts as they become due;

          (b) apply for, consent to, or acquiesce in, the appointment of a
     trustee, receiver, sequestrator or other custodian for the Borrower or any
     of its Significant Subsidiaries or any property of any thereof, or make a
     general assignment for the benefit of creditors;

          (c) in the absence of such application, consent or acquiescence,
     permit or suffer to exist the appointment of a trustee, receiver,
     sequestrator or other custodian for the Borrower or any of its Significant
     Subsidiaries or for a substantial part of the property of any thereof, and
     such trustee, receiver, sequestrator or other custodian shall not be
     discharged within sixty days;


                                       68

<PAGE>

          (d) permit or suffer to exist the commencement of any bankruptcy,
     reorganization, debt arrangement or other case or proceeding under any
     bankruptcy or insolvency law, or any dissolution, winding up or liquidation
     proceeding, in respect of the Borrower or any of its Significant
     Subsidiaries, and, if any such case or proceeding is not commenced by the
     Borrower or such Significant Subsidiary, such case or proceeding shall be
     consented to or acquiesced in by the Borrower or such Significant
     Subsidiary or shall result in the entry of an order for relief or shall
     remain for ten days uncontroverted or for sixty days undismissed; or

          (e) take any corporate action authorizing, or in furtherance of, any
     of the foregoing.

     Section 8.1.10. Loan Documents. (a) Any Loan Document shall fail to remain
in full force and effect; (b) any action shall be taken by the Borrower or any
Guarantor to discontinue a Loan Document except as permitted by this Agreement
or any other Loan Document or to assert the invalidity thereof; (c) the Borrower
or any Guarantor shall breach any term of any Loan Document and such breach
shall continue after any applicable notice and/or grace period set forth in such
Loan Document; or (d) any representation or warranty made by the Borrower or any
Guarantor in any Loan Document is breached or is false or misleading in any
material respect when made.

     Section 8.1.11. Gaming License. Once licensed by a Gaming Board, the
Borrower or a Guarantor shall fail to possess a valid Gaming License for each
casino owned by it or such license shall be suspended for a period of fifteen
days or longer.

     Section 8.1.12. Governmental Approvals. Any obligor under any of the Loan
Documents shall fail to obtain, renew, maintain or comply with any such
governmental approvals as shall be necessary (1) for the execution, delivery or
performance by such obligors of their respective obligations, or the exercise of
their respective rights, under the Loan Documents, or (2) for the grant of the
Liens created under the Deeds of Trust, the First Preferred Ship Mortgages or
the Security Agreement or for the validity and enforceability or the perfection
of or exercise by the Administrative Agent of its rights and remedies under the
Deeds of Trust, the First Preferred Ship Mortgages or the Security Agreement; or
any such governmental approval shall be revoked, terminated, withdrawn,
suspended, modified or withheld or shall cease to be effective; or any
proceeding shall be commenced by or before any governmental person for the
purpose of revoking, terminating, withdrawing, suspending, modifying or
withholding any such governmental approval and such proceeding is not dismissed
within 60 days; and such failure, revocation, termination, withdrawal,
suspension, modification, cessation or commencement is reasonably likely to
materially adversely affect (i) the rights or the interests of the Lenders under
the Loan Documents or (ii) the ability of any obligor to perform its obligations
under the Loan Documents.

     Section 8.1.13. Liens on Shares of Significant Subsidiaries. Any Lien,
other than a Lien in favor of the Administrative Agent on behalf of the Lenders,
shall be placed on any Capital Stock of any Significant Subsidiary.


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     Section 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 shall occur, the outstanding principal
amount of all outstanding Loans and all other Obligations shall automatically be
and become immediately due and payable and the Commitments shall terminate,
without notice or demand.

     Section 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Majority
Lenders, shall by notice to the Borrower declare (i) all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable and/or (ii) except as otherwise provided in the immediately
following sentence, the Commitments (including, without limitation, the
commitment of the Lenders to issue any additional Letters of Credit) to be
terminated, without further notice, demand or presentment. Notwithstanding any
termination of the Revolving Loan Commitment prior to the Stated Maturity Date,
Revolving Loans may thereafter be made to reimburse the L/C Issuer for any
drafts paid on or before the Stated Maturity Date under any Letter of Credit
outstanding on the date of such termination.

                                   ARTICLE IX
                                    THE AGENT

     Section 9.1. Actions. Each Lender hereby appoints the Administrative Agent
as its administrative agent and as its collateral agent under and for purposes
of this Agreement, the Notes and each other Loan Document. After the occurrence
of an Event of Default, the Administrative Agent agrees to solicit the consent
of the Majority Lenders prior to exercising any of its remedies under the Loan
Documents. Each Lender authorizes the Administrative Agent to act on behalf of
such Lender under this Agreement, the Notes and each other Loan Document and, in
the absence of other written instructions from the Majority Lenders received
from time to time by the Administrative Agent (with respect to which the
Administrative Agent agrees that it will comply, except as otherwise advised by
counsel), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof, together with such powers as may be reasonably incidental thereto. Each
Lender hereby indemnifies (which indemnity shall survive any termination of this
Agreement) the Administrative Agent, pro rata according to such Lender's
Aggregate Percentage, from and against any and all liabilities, obligations,
losses, damages, claims, costs or expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against, the
Administrative Agent in any way relating to or arising out of this Agreement,
the Notes and any other Loan Document, including reasonable attorneys' fees, to
the extent that the Administrative Agent is not reimbursed by the Borrower;
provided, however, that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, claims, costs or expenses
which result solely from the Administrative Agent's gross negligence or willful
misconduct. The Administrative Agent shall not be required to take any action
hereunder, under the Notes or under any other Loan Document, or to prosecute or
defend any suit in respect of this Agreement, the Notes or any other Loan
Document, unless it is indemnified hereunder to its satisfaction. If any
indemnity in favor of the Administrative Agent shall be or become, in the


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Administrative Agent's determination, inadequate, the Administrative Agent may
call for additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.

     Section 9.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 3:00
p.m., New York time, on the day prior to a Borrowing that such Lender will not
make available the amount which would constitute its applicable Percentage of
such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender and the Borrower
severally agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent, at the Federal Funds Rate for
the first two days such funds are overdue and thereafter at the interest rate
applicable from time to time on the Loans comprising such Borrowing.

     Section 9.3. Exculpation. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by them under this Agreement or any other
Loan Document, or in connection herewith or therewith, except for their own
willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor for
the creation, perfection or priority of any Liens purported to be created by any
of the Loan Documents, or the validity, genuineness, enforceability, existence,
value or sufficiency of any collateral security, nor to make any inquiry
respecting the performance by the Borrower of its obligations hereunder or under
any other Loan Document. The Administrative Agent shall be entitled to rely upon
advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Administrative Agent believes to be
genuine and to have been presented by a proper Person.

     Section 9.4. Successor. The Administrative Agent may resign as such at any
time upon at least thirty (30) days' prior notice to the Borrower and all
Lenders and the Administrative Agent may be removed at any time by the Majority
Lenders. If the Administrative Agent at any time shall resign or be removed, the
Majority Lenders and the Borrower may appoint another Person as a successor
Administrative Agent and such appointee shall thereupon become the
Administrative Agent hereunder. If no successor Administrative Agent shall have
been so appointed, and shall have accepted such appointment, within thirty (30)
days after such retiring Administrative Agent's giving notice of resignation or
the removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall be entitled to receive from the
retiring Administrative Agent such documents of transfer and assignment as such


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successor Administrative Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation or removal hereunder as the
Administrative Agent, the provisions of

          (a) this Article IX shall inure to its benefit as to any actions taken
     or omitted to be taken by it while it was the Administrative Agent under
     this Agreement; and

          (b) Section 10.3 shall continue to inure to its benefit.

     Section 9.5. Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent and each other Lender, and based on
such Lender's review of the financial information of the Borrower and such other
documents, information and investigations as such Lender has deemed appropriate,
made its own credit decision to extend its Commitments. Each Lender also
acknowledges that it will, independently of the Administrative Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.

     Section 9.6. Copies, etc. The Administrative Agent shall give prompt notice
to each Lender of each notice or request required or permitted to be given to
the Administrative Agent by the Borrower pursuant to the terms of this Agreement
(unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender copies of all communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders in accordance with the terms of this Agreement. The Swingline Lender
shall provide the Administrative Agent with a summary of Swing Loan Borrowings
and repayments on a monthly basis, and the Administrative Agent shall promptly
provide copies of such summary to each Lender.

     Section 9.7. Collateral Agent. The Administrative Agent shall hold all
Collateral as the agent for all of the Lenders and all net proceeds of the
Collateral shall be shared by the Lenders pursuant to the provisions of Section
4.8.

     Section 9.8. Other Agents. None of the Lenders or other Persons identified
in this Agreement as a "co-syndication agent," "co-documentation agent" or
"Co-Agent" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.


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                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

     Section 10.1. Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Majority Lenders; provided, however, that no such
amendment, modification or waiver which would:

          (a) modify any requirement hereunder that any particular action be
     taken by all the Lenders or by the Majority Lenders, change the definition
     of "Majority Lenders" or modify this Section 10.1, shall be effective
     unless consented to by each Lender;

          (b) modify any requirement hereunder that any particular action be
     taken by the Majority Revolving Lenders or change the definition of
     "Majority Revolving Lenders" shall be effective unless consented to by each
     Revolving Lender;

          (c) modify any requirement hereunder that any particular action be
     taken by the Majority Term Lenders or change the definition of "Majority
     Term Lenders" shall be effective unless consented to by each Term Lender;

          (d) increase the Revolving Loan Commitment Amount of any Revolving
     Lender or the Revolving Percentage of any Revolving Lender (except as
     otherwise provided in Section 10.11.2) shall be made without the consent of
     such Lender, or extend the Revolving Loan Commitment Termination Date or
     change any provision expressly requiring the consent of all Revolving
     Lenders shall be made without the consent of each Revolving Lender;

          (e) increase the Term Loan Commitment Amount of any Term Lender or the
     Term Percentage of any Term Lender (except as otherwise provided in Section
     10.11.2) shall be made without the consent of such Lender, or extend the
     Term Loan Commitment Termination Date or change any provision expressly
     requiring the consent of all Term Lenders shall be made without the consent
     of each Term Lender;

          (f) reduce any fees described in Article III without the consent of
     each Lender affected thereby or extend the due date for, or reduce the
     amount of, any scheduled repayment on any Loan (or reduce the principal
     amount of or rate of interest on any Loan) shall be made without the
     consent of the Lender holding the Note evidencing such Loan;

          (g) release all or substantially all of the Collateral shall be
     effective without the consent of all Lenders; release any Collateral in
     connection with a Restricted Disposition shall be effective without the
     consent of Majority Lenders; or release any Collateral in connection with a
     Permitted Disposition shall require any consent of the Administrative Agent
     or the Lenders;


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          (h) modify the application of payments specified under Section 2.2.2
     without the consent of each of the Majority Revolving Lenders and the
     Majority Term Lenders voting as separate classes;

          (i) release all or substantially all of the Guarantors shall be
     effective without the consent of all Lenders; release any Guarantor in
     connection with a Restricted Disposition shall be effective without the
     consent of Majority Lenders; or release any Guarantor in connection with a
     Permitted Disposition shall be effective without notice to the
     Administrative Agent;

          (j) affect adversely the interests, rights or obligations of the
     Administrative Agent qua Administrative Agent shall be made without the
     consent of the Administrative Agent;

          (k) modify Section 3.1.2 without the consent of the Swingline Lender;
     or

          (l) modify Sections 2.7, 3.4 or 3.5 without the consent of the L/C
     Issuer.

No failure or delay on the part of the Administrative Agent, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Administrative
Agent, any Lender or the holder of any Note under this Agreement or any other
Loan Document shall, except as may be otherwise stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval
hereunder shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

     Section 10.2. Notices. All notices and other communications provided to any
party hereto under this Agreement or any other Loan Document shall be in writing
or by facsimile and addressed, delivered or transmitted to such party at its
address or facsimile number set forth below its signature hereto or at such
other address or facsimile number as may be designated by such party in a notice
to the other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted.

     Section 10.3. Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable out-of-pocket costs and reasonable expenses of the
Administrative Agent (including the fees at normal hourly rates and reasonable
disbursements of (i) counsel to the Administrative Agent and (ii) local counsel,
if any, who may be retained by counsel to the Administrative Agent) in
connection with

          (a) the negotiation, preparation, execution and delivery of this
     Agreement and of each other Loan Document (including, without limitation,
     the title insurance policies required pursuant to Section 5.1.5(b) hereof
     and the Administrative Agent's syndication


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     expenses prior to the Effective Date), including schedules and exhibits,
     and any amendments, waivers, consents, supplements or other modifications
     to this Agreement or any other Loan Document as may from time to time
     hereafter be required, including, without limitation, any further
     appraisals of the Pledged Casinos that may hereafter be required by any
     regulatory or other governmental authority, whether or not the transactions
     contemplated hereby are consummated,

          (b) the filing, recording, refiling or rerecording of the Deeds of
     Trust, the First Preferred Ship Mortgages, the Security Agreement and/or
     any Uniform Commercial Code financing statements relating thereto and all
     amendments, supplements and modifications to any thereof and any and all
     other documents or instruments of further assurance required to be filed or
     recorded or refiled or rerecorded by the terms hereof or of the Deeds of
     Trust or the Security Agreement,

          (c) the reasonable fees and expenses of the trustees under the First
     Preferred Ship Mortgages, and

          (d) the preparation and review of the form of any document or
     instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Administrative Agent and the
Lenders harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution or delivery of this Agreement, the
Borrowings hereunder, or the issuance of the Notes or any other Loan Documents,
except for (i) any processing fees payable in connection with the assignment of
a Lender's Notes or Commitments or (ii) any taxes properly payable by the
Lenders under Section 4.6. The Borrower also agrees to reimburse the
Administrative Agent and each Lender upon demand for all reasonable
out-of-pocket expenses (including attorneys' fees and legal expenses) incurred
by the Administrative Agent or such Lender in connection with (x) any
reorganization (including a bankruptcy reorganization) of the Borrower or any
Guarantor, (y) after the occurrence and during the continuance of any Default or
Event of Default, the negotiation of any restructuring or "work-out", whether or
not consummated, of any Obligations and (z) the enforcement of any Obligations
or the Loan Documents.

     Section 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby indemnifies, exonerates and holds the Administrative Agent,
each co-syndication agent, each co-documentation agent, each Co-Agent and each
Lender and each of their respective officers, directors, employees and agents
(collectively, the "Indemnified Parties") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements
(collectively, the "Indemnified Liabilities"), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to

          (a) any transaction financed or to be financed in whole or in part,
     directly or indirectly, with the proceeds of any Loan or Letter of Credit;
     or


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          (b) the entering into and performance of this Agreement and any other
     Loan Document by any of the Indemnified Parties (including any action
     brought by or on behalf of the Borrower as the result of any determination
     by the Majority Lenders pursuant to Article V not to fund any Borrowing);

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct, and if and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

     Section 10.5. Survival. The obligations of the Borrower under Sections 4.3,
4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under Section
9.1, shall in each case survive any termination of this Agreement. The
representations and warranties made by the Borrower in this Agreement and in
each other Loan Document shall survive the execution and delivery of this
Agreement and each such other Loan Document until full and final payment of the
Obligations.

     Section 10.6. Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

     Section 10.7. Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

     Section 10.8. Execution in Counterparts, Effectiveness, etc. This Agreement
may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together but
one and the same agreement. This Agreement shall become effective when
counterparts hereof executed on behalf of the Borrower and each Lender (or
notice thereof satisfactory to the Administrative Agent) shall have been
received by the Administrative Agent and notice thereof shall have been given by
the Administrative Agent to the Borrower and each Lender. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.

     Section 10.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEVADA. This Agreement, the
Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.


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     Section 10.10. Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

          (a) the Borrower may not assign or transfer its rights or obligations
     hereunder without the prior written consent of the Administrative Agent and
     all Lenders (any attempted assignment or transfer in contravention of the
     foregoing shall be void); and

          (b) the rights of sale, assignment and transfer of the Lenders are
     subject to Section 10.11.

     Section 10.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes. Each Lender may assign, or sell participations in, its Loans,
Revolving Loan Commitment and Term Loan Commitment to one or more other Persons
in accordance with this Section 10.11.

          Section 10.11.1. Assignments. Any Lender,

          (a)  with the written consent of the Administrative Agent and the
     Borrower (which consent shall not be unreasonably delayed or withheld and
     which consent shall not be required from the Borrower during the
     continuance of an Event of Default) may at any time assign and delegate to
     an Eligible Assignee, and

          (b) with notice to the Borrower and the Administrative Agent, and with
     the consent of the Administrative Agent (which consent shall not be
     unreasonably delayed or withheld) but without the consent of the Borrower,
     may assign and delegate to any of its Affiliates or Related Funds and with
     notice to the Borrower and the Administrative Agent, may assign and
     delegate to any other existing Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Lender's Revolving Loans
(and such fraction of any outstanding Letters of Credit) or Term Loans and the
corresponding Commitments therefor (which assignment and delegation shall be of
a constant, and not a varying, percentage of all the assigning Lender's
Revolving Loans (and such fraction of any outstanding Letters of Credit) or Term
Loans and the corresponding Commitments therefor) in a minimum aggregate amount
of $1,000,000 (treating Affiliates and Related Funds of a Lender as a single
entity for purposes hereof) or such lesser amount as may be agreed by the
Administrative Agent and the Borrower or, if less, the entire amount of such
Lender's applicable Commitments; provided, if the Borrower objects to such
proposed assignment, the Borrower shall state in reasonable detail the reasons
why the Borrower proposes to withhold such consent; and provided, further that
any such Assignee Lender will comply, if applicable, with the provisions
contained in the final paragraph of Section 4.6 and further provided, however,
that, the Borrower and the Administrative Agent shall be entitled to continue to
deal solely and directly with such Lender in connection with the interests
proposed to be so assigned and delegated to an Assignee Lender until


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          (c) written notice of such assignment and delegation, together with
     payment instructions, addresses and related information with respect to
     such Assignee Lender, shall have been given to the Borrower and the
     Administrative Agent by such Lender and such Assignee Lender,

          (d) such Assignee Lender shall have executed and delivered to the
     Borrower and the Administrative Agent a Lender Assignment Agreement,
     consented to (if required) by the Administrative Agent and the Borrower,
     and

          (e) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent and the Borrower receive
and consent to (if required) such Lender Assignment Agreement, (x) the Assignee
Lender thereunder shall be deemed automatically to have become a party hereto
and to the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee Lender in connection with such Lender Assignment
Agreement, shall have the rights and obligations of a Lender hereunder and under
the other Loan Documents, and (y) the assignor Lender, to the extent that rights
and obligations hereunder have been assigned and delegated by it in connection
with such Lender Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents. Within five Business Days after
its receipt of an executed, acknowledged and effective Lender Assignment
Agreement, the Borrower shall execute and deliver to the Administrative Agent
(for delivery to the relevant Assignee Lender) new Notes evidencing such
Assignee Lender's assigned Loans and Commitments and, if the assignor Lender has
retained Loans and Commitments hereunder, replacement Notes in the principal
amount of the Loans and Commitments retained by the assignor Lender hereunder
(such Notes to be in exchange for, but not in payment of, those Notes then held
by such assignor Lender). Each such Note shall be dated the date of the
predecessor Notes. The assignor Lender shall mark the predecessor Notes
"exchanged" and deliver them to the Borrower. Accrued interest on that part of
the predecessor Notes evidenced by the new Notes, and accrued fees, shall be
paid as provided in the Lender Assignment Agreement. Accrued interest on that
part of the predecessor Notes evidenced by the replacement Notes shall be paid
to the assignor Lender. Accrued interest and accrued fees shall be paid at the
same time or times provided in the predecessor Notes and in this Agreement. Such
assignor Lender or such Assignee Lender must also pay a processing fee to the
Administrative Agent (for the sole account of the Administrative Agent) upon
delivery of any Lender Assignment Agreement in the amount of $3,500 except in
the case of an assignment by a Lender to one of its Affiliates or Related Funds.
Any Lender may at any time pledge its Note or any other instrument evidencing
its rights as a Lender under this Agreement to a Federal Reserve Bank, and any
Lender that is an investment fund that invests in bank loans may, without the
consent of the Administrative Agent or the Borrower, pledge all or any portion
of its interest and rights to any trustee or any other representative of holders
of obligations owed or securities issued by such investment fund as security for
such obligations or securities; provided, that no such pledge shall release that
Lender from its obligations hereunder or grant to the Federal Reserve Bank or
any trustee the rights of a Lender hereunder absent foreclosure of such pledge.
Notwithstanding anything in this Section 10.11.1 to the contrary, the rights of
the Lenders to make assignments of their Loans and corresponding Commitments
therefor shall be subject to the approval of any Gaming Board, to the extent
required by applicable Gaming Laws.

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     Section 10.11.2. Removal of a Lender Subject to a Disqualification. The
Borrower shall have the right to remove a Disqualified Lender as a party to this
Agreement. If the Borrower is entitled to remove a Lender pursuant to this
Section 10.11.2, the Lender being removed shall within five Business Days after
notice of removal pursuant to this Section 10.11.2 execute and deliver a Lender
Assignment Agreement covering its Loans and Commitments in favor of one or more
Assignee Lenders designated by the Borrower and reasonably acceptable to the
Administrative Agent, subject to payment of a purchase price by such Assignee
Lender in an amount not to exceed the principal, interest and fees (including
accrued Letter of Credit fees under Section 3.3.3) owed to such Lender and any
costs and compensation owed to such Lender under Article IV. Notwithstanding
anything to the contrary herein, in the event that the assignment of a
Disqualified Lender's Loans and Commitments cannot be completed within the time
period specified by any Gaming Board, so long as there does not exist a Default
or Event of Default, the Borrower may prepay the Loans of such Disqualified
Lender, terminate such Disqualified Lender's Commitments and reduce the
applicable Commitment Amount(s) by the amount of such Disqualified Lender's
Commitment. The Commitment of any such Disqualified Lender shall be terminated
upon the payment by the Borrower of a purchase price in an amount not to exceed
the principal, interest and fees (including accrued Letter of Credit fees under
Section 3.3.3) owed to such Lender and any costs and compensation owed to such
Lender under Article IV. The interests of any Disqualified Lender under this
Credit Agreement shall be subject to the regulatory jurisdiction of all Gaming
Boards.

     Section 10.11.3. Participations. Any Lender may at any time sell to one or
more commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, Commitments, or other interests of such Lender hereunder; provided,
however, that

          (a) no participation contemplated in this Section 10.11.3 shall
     relieve such Lender from its Commitments or its other obligations hereunder
     or under any other Loan Document,

          (b) such Lender shall remain solely responsible for the performance of
     its Commitments and such other obligations,

          (c) the Borrower and the Administrative Agent shall continue to deal
     solely and directly with such Lender in connection with such Lender's
     rights and obligations under this Agreement and each of the other Loan
     Documents,

          (d) no Participant, unless such Participant is an Affiliate of such
     Lender, or is itself a Lender, shall be entitled to require such Lender to
     take or refrain from taking any action hereunder or under any other Loan
     Document, except that such Lender may agree with any Participant that such
     Lender will not, without such Participant's consent, take any actions of
     the type described in clause (b) or (c) of Section 10.1,

          (e) no Participant shall be entitled to payment of any amount under
     Section 4.6 that would not have been required to be paid to such Lender had
     no participation occurred, and


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<PAGE>

          (f) notwithstanding anything in this Section 10.11.3 to the contrary,
     the rights of the Lenders to grant participations in any of the Loans,
     Commitments, or other interests of any Lender hereunder shall be subject to
     the approval of any Gaming Board, to the extent required by applicable
     Gaming Laws.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.8, 4.9, 4.11 and 10.4, shall be considered a Lender.

     Section 10.12. Other Transactions. Nothing contained herein shall preclude
the Administrative Agent or any other Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.

     Section 10.13. Waiver of Jury Trial. EACH OF THE ADMINISTRATIVE AGENT, THE
L/C ISSUER, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE ADMINISTRATIVE AGENT, THE L/C ISSUER, THE LENDERS OR THE BORROWER. THE
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

     Section 10.14. Amendment and Restatement. This Agreement amends and
restates the Prior Credit Agreement, and all loans and commitments outstanding
under the Prior Credit Agreement and made by a Lender under this Agreement shall
be deemed Loans and Commitments outstanding under this Agreement.

     Section 10.15. Gaming Boards. Each Lender and the Administrative Agent
agrees to use its best efforts to cooperate with all Gaming Boards in connection
with the administration of their regulatory jurisdiction over the Borrower and
its Affiliates, including by providing in a timely manner such documents or
other information as may be requested by any such Gaming Authority relating to
the Borrower or any of its Affiliates or to the Loan Documents. The Borrower and
each of its Affiliates hereby consents to any such disclosure by the Lenders and
Administrative Agent to any Gaming Board and releases such parties from any
liability for any such disclosure. The Borrower agrees to pay on demand any
reasonable costs and expenses of the Administrative Agent or any Lender
(including the reasonable fees and expenses of counsel) in connection with such
party's cooperation with any Gaming Board hereunder.


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     Section 10.16. Gaming Regulations. Each party to this Agreement hereby
acknowledges that the consummation of the transactions contemplated by the Loan
Documents is subject to applicable Gaming Laws. The Borrower represents and
warrants that it will use its best efforts to obtain all requisite approvals
necessary in connection with the transactions contemplated hereby.


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<PAGE>

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

                                       BOYD GAMING CORPORATION


                                       By:    /s/ ELLIS LANDAU
                                          --------------------------------------
                                          Title: Executive Vice President

                                       Address: 2950 Industrial Road
                                                Las Vegas, Nevada 89109

                                       Facsimile No.:  (702) 792-7313
                                       Attention:  Chief Financial Officer


                                       CANADIAN IMPERIAL BANK OF COMMERCE,
                                       as Administrative Agent and L/C Issuer

                                       By:    /s/ PAUL J. CHAKMAK
                                          --------------------------------------
                                          Title: Managing Director
                                                 CIBC World Markets Corp.,
                                                 AS AGENT

                                       Address:  425 Lexington Avenue
                                                 New York, New York 10017

                                       Facsimile No.:  (212) 856-3799
                                       Attention:  Agency Services


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</TEXT>
</DOCUMENT>
