Mandalay Resort Group – ‘10-Q’ for 10/31/97 – EX-4

As of:  Monday, 12/15/97   ·   For:  10/31/97   ·   Accession #:  725549-97-11   ·   File #:  1-08570

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      25±   113K 
 2: EX-4        Instrument Defining the Rights of Security Holders     2±    11K 
 3: EX-4        Instrument Defining the Rights of Security Holders    12±    46K 
 4: EX-4        Instrument Defining the Rights of Security Holders    12±    46K 
 5: EX-4        Instrument Defining the Rights of Security Holders    12±    46K 
 6: EX-4        Instrument Defining the Rights of Security Holders    10±    40K 
 7: EX-4        Instrument Defining the Rights of Security Holders     5±    18K 
 8: EX-4        Instrument Defining the Rights of Security Holders     2     16K 
 9: EX-4        Instrument Defining the Rights of Security Holders   223±   754K 
10: EX-10       Material Contract                                     58±   228K 
11: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-4   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4
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                                                  Exhibit 4(h)

__________________________________________________                          
__________________________________________________                          

AMENDED AND RESTATED CREDIT AGREEMENT       

dated as of November 24, 1997         

among       

CIRCUS AND ELDORADO JOINT VENTURE,        
as Borrower,        

THE LENDERS LISTED HEREIN,        
as Lenders,       

and       

BANK OF AMERICA NATIONAL TRUST AND        
SAVINGS ASSOCIATION,      
as Administrative Agent       

__________________________________________________                          
__________________________________________________                      

TABLE OF CONTENTS                         

                          Page

SECTION 1 DEFINITIONS. . . . . . . . . . . . . .2                   
1.1  Certain Defined Terms. . . . . . . . .2              
1.2Accounting Terms; Utilization of GAAP for Purposes     
of Calculations Under Agreement        33           
1.3  Other Definitional Provisions. . . . 33              

SECTION 2 AMOUNTS AND TERMS OF COMMITMENTS                          
AND LOANS . . . . . . . . . . . 34    
2.1Commitments; Making of Loans; the Register;            
 Optional Notes . . . . . . 34
A.   Commitments . . . . . . . . . . 34         
B.   Borrowing Mechanics . . . . . . 34         
C.   Disbursement of Funds . . . . . 35         
D.   The Register. . . . . . . . . . 36         
E.   Optional Notes. . . . . . . . . 37         
2.2  Interest on the Loans. . . . . . . . 37              
A.   Rate of Interest. . . . . . . . 37         
B.   Interest Periods. . . . . . . . 38         
C.   Interest Payments . . . . . . . 39         
D.   Conversion or Continuation. . . 39         
E.   Post-Maturity Interest. . . . . 41         
F.   Computation of Interest and Fees41         
2.3  Fees . . . . . . . . . . . . . . . . 42              
A.   Commitment Fees . . . . . . . . 42         
B.   Upfront Fee . . . . . . . . . . 42         
C.   Arrangement Fee and Servicing Fee42        
D.   Amendment Fee . . . . . . . . . 42         
2.4       Prepayments and Reductions in Commitments;      
 General Provisions Regarding Payments42
A.   Scheduled Reductions of Commitments42      
B.  Prepayments and Unscheduled Reductions in   
Commitments . . . . .            43     
C.   General Provisions Regarding Payments45    
2.5  Use of Proceeds. . . . . . . . . . . 46              
2.6Special Provisions Governing Eurodollar Rate Loans47   
A.   Determination of Applicable Interest Rate47
B.   Inability to Determine Applicable Interest 
      Rate. . . . . . . . . 47
 C.   Illegality or Impracticability of Eurodollar
      Rate Loans. . . . . . 47
D.   Compensation For Breakage or Non-          
                Commencement of Interest Periods48
E.   Booking of Eurodollar Rate Loans49         
F.   Assumptions Concerning Funding of          
      Eurodollar Rate Loans 49
G.   Eurodollar Rate Loans After Default49      
2.7  Increased Costs; Taxes; Capital Adequacy49           
A.   Compensation for Increased Costs and       
      Taxes . . . . . . . . 49
B.   Withholding of Taxes. . . . . . 51         
C.   Capital Adequacy Adjustment . . 53         
2.8  Obligation of Lenders and Issuing Lender to          
 Mitigate . . . . . . . . . 54
2.9  Termination of Make-Well Agreement . 55              
2.10  Swing Line. . . . . . . . . . . . . 55              

SECTION 3 LETTERS OF CREDIT. . . . . . . . . . 59                   
3.1Issuance of Letters of Credit and Lenders' Purchase    
 of Participations Therein. 59
A.   Letters of Credit . . . . . . . 59         
B.   Mechanics of Issuance . . . . . 60         
3.2  Letter of Credit Fees. . . . . . . . 61              
3.3Drawings and Reimbursement of Amounts Drawn            
 Under Letters of Credit. . 62
3.4  Obligations Absolute . . . . . . . . 65              
3.5Indemnification; Nature of Issuing Lender's Duties66   
A.   Indemnification . . . . . . . . 66         
B.   Nature of Issuing Lender's Duties66        
3.6Increased Costs and Taxes Relating to Letters of       
 Credit . . . . . . . . . . 67

SECTION 4 CONDITIONS TO LOANS AND LETTERS OF                        
CREDIT. . . . . . . . . . . . . 69    
4.1  Conditions to Initial Loans and Letters of Credit69  
A.   Borrower Documents. . . . . . . 69         
B.   Certain General Partner Documents70        
C.   Opinions of Loan Parties' Counsel70        
D.   Opinions of Administrative Agent's         
      Counsel . . . . . . . 71
E.   Perfection of Security Interests71         
F.   Title Policy. . . . . . . . . . 71         
G.   Insurance . . . . . . . . . . . 71         
H.   Necessary Consents. . . . . . . 72         
I.   Environmental Indemnities . . . 72         
J.   Fees. . . . . . . . . . . . . . 72         
K.   No Material Adverse Effect. . . 72         
L.   Representations and Warranties;            
          Performance of Agreements 72
M.   Interbank Arrangements. . . . . 72         
N.   Completion of Proceedings . . . 72         
4.2  Conditions to All Loans, Letters of Credit and       
 Swing Line Loans . . . . . 73
4.3  Conditions to Letters of Credit. . . 74              

SECTION 5 REPRESENTATIONS AND WARRANTIES . . . 76                   
5.1Organization, Powers, Qualification, Good Standing,    
 Business and Subsidiaries. 76
A.   Organization and Powers . . . . 76         
B.   Qualification and Good Standing 76         
C.   Conduct of Business . . . . . . 76         
D.   Subsidiaries. . . . . . . . . . 76         
5.2  Authorization of Borrowing, etc. . . 77              
A.   Authorization of Borrowing. . . 77         
B.   No Conflict . . . . . . . . . . 77         
C.   Governmental Consents . . . . . 77         
D.   Binding Obligation. . . . . . . 78         
5.3  Financial Condition. . . . . . . . . 78              
5.4  No Material Adverse Change; No Restricted            
 Junior Payments. . . . . . 78
5.5  Title to Properties; Liens; All Collateral78         
5.6  Litigation; Adverse Facts. . . . . . 79              
5.7  Payment of Taxes . . . . . . . . . . 79              
5.8Performance of Agreements; Materially Adverse          
 Agreements . . . . . . . . 79
5.9  Governmental Regulation. . . . . . . 80              
5.10  Securities Activities . . . . . . . 80              
5.11  Employee Benefit Plans. . . . . . . 80              
5.12  Environmental Protection. . . . . . 81              
5.13  Employee Matters. . . . . . . . . . 82              
5.14  Disclosure. . . . . . . . . . . . . 83              
5.15   Compliance With Laws; Licenses, Permits and        
 Authorizations . . . . . . 83
5.16   Intangible Property. . . . . . . . 84              
5.17   Rights to Hotel Agreements, Permits and            
 Licenses . . . . . . . . . 84

SECTION 6 AFFIRMATIVE COVENANTS. . . . . . . . 86                   
6.1  Financial Statements and Other Reports86             
6.2  Borrower or Corporate Existence, etc 93              
6.3  Payment of Taxes and Claims; Tax Consolidation93     
6.4  Maintenance of Properties; Insurance 93              
6.5  Inspection; Lender Meeting . . . . . 94              
6.6  Compliance with Laws, etc. . . . . . 94              
6.7  Environmental Disclosure and Inspection94            
6.8Borrower's Remedial Action Regarding Hazardous         
 Material . . . . . . . . . 97
6.9Documentation Concerning General Partner               
 Subordinated Debt. . . . . 97

SECTION 7 NEGATIVE COVENANTS . . . . . . . . . 98                   
7.1  Indebtedness . . . . . . . . . . . . 98              
7.2  Liens and Related Matters. . . . . . 99              
7.3  Investments. . . . . . . . . . . . .101              
7.4  Contingent Obligations . . . . . . .101              
7.5  Restricted Junior Payments . . . . .102              
7.6  Financial Covenants. . . . . . . . .103              
7.7Restriction on Fundamental Changes; Asset Sales and    
 Acquisitions . . . . . . .104
7.8  Capital Expenditures . . . . . . . .105              
7.9  Sales and Lease-Backs. . . . . . . .105              
7.10  Sale or Discount of Receivables . .106              
7.11  Transactions with Shareholders and Affiliates106    
7.12  Conduct of Business . . . . . . . .107              
7.13  Amendments of Related Documents . .107              
7.14  Fiscal Year . . . . . . . . . . . .107              
7.15  Transfer of Borrower Interests. . .107              

SECTION 8 EVENTS OF DEFAULT. . . . . . . . . .109                   
8.1  Failure to Make Payments When Due. .109              
8.2  Default in Other Agreements. . . . .109              
8.3  Breach of Certain Covenants. . . . .110              
8.4  Breach of Warranty . . . . . . . . .110              
8.5  Other Defaults Under Loan Documents.110              
8.6  Involuntary Bankruptcy; Appointment of Receiver,     
 etc. . . . . . . . . . . .111
8.7  Voluntary Bankruptcy; Appointment of Receiver,       
 etc. . . . . . . . . . . .111
8.8  Judgments and Attachments. . . . . .112              
8.9  Dissolution. . . . . . . . . . . . .112              
8.10  Employee Benefit Plans. . . . . . .112              
8.11  Material Adverse Effect . . . . . .112              
8.12  Change in Control . . . . . . . . .112              
8.13  Invalidity of Environmental Indemnities or          
 Guaranties . . . . . . . .113
8.14  Impairment of Collateral. . . . . .113              
8.15  Loss of Governmental Authorizations113              
8.16  Gaming License. . . . . . . . . . .114              
8.17  Remedies. . . . . . . . . . . . . .114              

SECTION 9 Administrative Agent . . . . . . . .116                   
9.1  Appointment. . . . . . . . . . . . .116              
9.2  Powers; General Immunity . . . . . .116              
9.3Representations and Warranties; No Responsibility      
        For Appraisal of Creditworthiness118
9.4  Right to Indemnity . . . . . . . . .118              
9.5  Successor Administrative Agent . . .119              
9.6  Collateral Documents . . . . . . . .120              

SECTION 10 MISCELLANEOUS . . . . . . . . . . .122                   
10.1  Assignments and Participations in Loans and         
 Letters of Credit. . . . .122
10.2  Expenses. . . . . . . . . . . . . .124              
10.3  Indemnity . . . . . . . . . . . . .125              
10.4  Set-Off; Security Interest in Deposit Accounts126   
10.5  Ratable Sharing . . . . . . . . . .127              
10.6  Amendments and Waivers; Release of Collateral127    
10.7  Independence of Covenants . . . . .129              
10.8  Notices . . . . . . . . . . . . . .129              
10.9  Survival of Representations, Warranties and         
 Agreements . . . . . . . .129
10.10  Failure or Indulgence Not Waiver; Remedies         
 Cumulative . . . . . . . .130
10.11     Marshalling; Payments Set Aside130              
10.12     Severability. . . . . . . . . .130              
10.13Obligations Several; Independent Nature of           
 Lenders' Rights. . . . . .131
10.14     Headings. . . . . . . . . . . .131              
10.15     Applicable Law. . . . . . . . .131              
10.16     Successors and Assigns. . . . .131              
 10.17     Consent to Jurisdiction and Service of Process132
10.18     Waiver of Jury Trial. . . . . .132              
10.19     Confidentiality . . . . . . . .133              
10.20     Counterparts; Effectiveness . .133              
10.21     Non-Recourse to General Partners134             
10.22     Cooperation With Gaming Boards.134              
10.23     Principles of Restatement; Assignment by Prior  
      Agent . . . . . . . .135

EXHIBITS                          

A Assignment Agreement                                      
B      Certificate Re: Non-Bank Status                      
C Compliance Certificate                                    
D Form of Note                                              
E Notice of Borrowing                                       
F Notice of Conversion/Continuation                         
G Notice of Issuance of Letter of Credit                    
H Subordination Agreement                                   

SCHEDULES                         

2.1                                                         
Lenders' Commitments                              
5.1                                                         
Subsidiaries                                      
5.12                                                        
Environmental Matters                             
5.16                                                        
Intellectual Property                             
7.2  Certain Existing Liens                                 

AMENDED AND RESTATED CREDIT AGREEMENT                         

This AMENDED AND RESTATED CREDIT                
AGREEMENT is dated as of November 24, 1997 and              
entered into by and among CIRCUS AND ELDORADO               
JOINT VENTURE, a Nevada general partnership                 
("Borrower"), the financial institutions listed on the      
signature pages hereof (each individually referred to herein
as a "Lender" and collectively as "Lenders"), THE LONG-     
TERM CREDIT BANK OF JAPAN, LTD. and SOCIETE                 
GENERALE as Managing Agents, CIBC INC. and                  
CREDIT LYONNAIS, as Co-Agents, WELLS FARGO                  
BANK, N.A., as Documentation Agent ("Documentation          
Agent"), and BANK OF AMERICA NATIONAL TRUST                 
AND SAVINGS ASSOCIATION, as Administrative Agent            
("Administrative Agent") with reference to the following    
facts.                                                      

R E C I T A L S                         

A.   On or about May 30, 1995, Borrower, the              
        Lenders, Managing Agents and Co-Agents therein
           named, and the Prior Agent, entered into a Credit
            Agreement dated as of May 30, 1995, which has been
                amended and restated in its entirety by an Amended and
            Restated Credit Agreement dated as of September 9,
           1996 (as heretofore amended, the "Existing Credit
Agreement").                          

B.   The parties hereto desire to amend and restate the   
                Existing Credit Agreement in its entirety as set forth
herein.                               

C.   Concurrently herewith, the parties have agreed to    
             nominate and appoint Bank of America National Trust
                 and Savings Association as successor agent to the Prior
               Agent (in this capacity, the "Administrative Agent").

NOW, THEREFORE, in consideration of the         
premises and the agreements, provisions and covenants       
herein contained, the parties hereto agree to amend and     
restate the Existing Credit Agreement in its entirety as    
follows:                                                    

SECTION 1                         
DEFINITIONS                         

1.1  Certain Defined Terms.                                 

The following terms used in this Agreement shall
have the meanings set forth below:                          

"Additional Contributions" has the meaning set  
forth for that term in the Make-Well Agreement.             

"Adjusted Eurodollar Rate" means, for any       
Interest Rate Determination Date with respect to an Interest
Period for a Eurodollar Rate Loan, the rate per annum       
obtained by dividing (i) the offered quotation, if any, to  
Administrative Agent (or an Affiliate of Administrative     
Agent) by prime banks for U.S. dollar deposits of amounts   
in same day funds comparable to the principal amount of     
the Eurodollar Rate Loan of Administrative Agent for        
which the Adjusted Eurodollar Rate is then being            
determined with maturities comparable to such Interest      
Period as of approximately 11:00 A.M. (Pacific time) on     
such Interest Rate Determination Date by (ii) a percentage  
equal to 100% minus the stated maximum rate of all          
reserve requirements (including, without limitation, any    
marginal, emergency, supplemental, special or other         
reserves) applicable on such Interest Rate Determination    
Date to any member bank of the Federal Reserve System in    
respect of "Eurocurrency liabilities" as defined in         
Regulation D (or any successor category of liabilities under
Regulation D).                                              

"Administrative Agent" has the meaning assigned 
to that term in the introduction to this Agreement and also 
means and includes any successor Administrative Agent       
appointed pursuant to Section 9.5.                          

"Affected Lender" has the meaning assigned to   
that term in Section 2.4C.                                  

 "Affected Loans" has the meaning assigned to that
term in Section 2.4C.                                       

"Affiliate," as applied to any Person, means any
other Person directly or indirectly controlling, controlled 
by, or under common control with, that Person. For the      
purposes of this definition, "control" (including, with     
correlative meanings, the terms "controlling," "controlled  
by" and "under common control with"), as applied to any     
Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management    
and policies of that Person, whether through the ownership  
of voting securities or by contract or otherwise.           

"Agreement" means this Amended and Restated     
Credit Agreement, as it may hereafter be amended,           
supplemented or otherwise modified from time to time.       

"Applicable Base Rate Margin" means (i) during  
the Make-Well Period, 0%, and (ii) during each portion of   
any Pricing Period after the Make-Well Period, the          
percentage set forth below (expressed in basis points)      
opposite the Stand-Alone Leverage Ratio as of the last day  
of the Fiscal Quarter ended approximately 60 days prior to  
the first day of such Pricing Period:                       

Stand-Alone Leverage Ratio    Margin            

Less than 1.50:1.00                0            

Equal to or greater                             
than 1.50:1.00 but less                         
than 2.00:1.00             25.00                

Equal to or greater                             
than 2.00:1.00 but less                         
than 2.50:1.00             50.00                

Equal to or greater                             
than 2.50:1.00             75.00                

"Applicable Commitment Fee Rate" means (i)      
during each Pricing Period which occurs during the Make-    
Well Period, the percentage per annum set forth below       
(expressed in basis points) opposite the then applicable    
Circus Pricing Level (subject to change on any Circus       
Pricing Date in accordance with the related change in the   
Circus Pricing Level):                                      

Circus Pricing Level          Commitment Fee    
Rate                                                        

I                     10.00 
II                     12.50  
III                     15.00   
IV                     17.50  
V                     25.00 
VI                     25.00  

and (ii) during each Pricing Period beginning after the     
Make-Well Period, the percentage set forth below            
(expressed in basis points) opposite the Stand-Alone        
Leverage Ratio as of the last day of the Fiscal Quarter     
ended approximately 60 days prior to the first day of such  
Pricing Period:                                             

Stand Alone Leverage Ratio    Commitment Fee    

Greater than or equal to 2.50:1.00      43.75   

Greater than or equal to 2.00:1.00      37.50   
but less than 2.50:1.00                         

Greater than or equal to 1.50:1.00      31.25   
but less than 2.00:1.00                         

Less than 1.50:1.00                     25.00   

"Applicable Eurodollar Rate Margin" means (i)   
during each Pricing Period which occurs during the Make-    
Well Period, the percentage set forth below (expressed in   
basis points) opposite the then applicable Circus Pricing   
Level (subject to change on any Circus Pricing Date in      
accordance with the related change in the Circus Pricing    
Level):                                                     

Circus Pricing Level          Margin            

I                     36.50 
II                     37.50  
III                     60.00   
IV                     65.00  
V                     85.00 
VI                    100.00; 

provided that (a) 10.0 basis points will be added to each of
the Applicable Eurodollar Rate Margins set forth above      
when the Circus Funded Debt Ratio exceeds 3.50:1.00, and    
(b) 20.0 basis points will be added to each of the          
Applicable Eurodollar Rate Margins set forth above when     
the Circus Funded Debt Ratio exceeds 4.00:1.00, and (ii)    
during each Pricing Period which occurs following the       
Make-Well Period, the percentage set forth below            
(expressed in basis points) opposite the Stand-Alone        
Leverage Ratio as of the last day of the Fiscal Quarter     
ended approximately 60 days prior to the first day of such  
Pricing Period:                                             

Stand-Alone Leverage Ratio     Margin           

Less than 1.50:1.00            100.00           

Equal to or greater                             
than 1.50:1.00 but less                         
than 2.00:1.00            125.00                

Equal to or greater                             
than 2.00:1.00 but less                         
than 2.50:1.00            150.00                

Equal to or greater                             
than 2.50:1.00            175.00                

"Arranger" means BancAmerica Robertson          
Stephens, Inc.                                              

"Asset Sale" means the sale by Borrower or any  
of its Subsidiaries to any Person other than Borrower or    
any of its wholly-owned Subsidiaries of (i) any of the stock
of any of Borrower's Subsidiaries, (ii) substantially all of
 the assets of any division or line of business of Borrower or
any of its Subsidiaries, or (iii) any other assets (whether 
tangible or intangible) of Borrower or any of its           
Subsidiaries outside of the ordinary course of business     
(including, without limitation, sale of the Premises);      
  provided, in each case, that no such sale or disposition shall
be an Asset Sale for purposes of this Agreement unless the  
fair market value of the assets sold or disposed exceeds    
$3,000,000 for any given transaction or series of related   
transactions or $6,000,000 in the aggregate in any calendar 
year.                                                       

"Assignment Agreement" means an Assignment      
Agreement in substantially the form of Exhibit A.           

"Assignment of Rents and Revenues" means the    
Assignment of Rents and Revenues executed and delivered     
by Borrower in favor of the Prior Agent on May 30, 1995     
and recorded in the official records of Washoe County,      
Nevada, on May 31, 1995 in Book 4312, Page 859, as          
Instrument 1837111, as amended and restated as of           
September 9, 1996, and as assigned by the Prior Agent to    
the Administrative Agent by an Amended and Restated         
Assignment of Rents and Revenues, as it may hereafter be    
amended, supplemented or otherwise modified from time to    
time.                                                       

"Available Cash Flow" means, for any period, an 
amount equal to EBITDA for that period minus the sum,       
without duplication, during that period of (a) the amount by
which the average daily Total Utilization during the four   
Fiscal Quarter period ending concurrently with that period  
exceeds Maximum Availability as of the last day of that     
period, (b) payments made by Borrower with respect to       
Capital Leases, (c) Cash Interest Expense, (d) Make-Well    
Fees paid in cash, (e) Tax Distributions permitted under    
Section 7.5(ii) made by Borrower in Cash, and (f) Capital   
Expenditures, in each case during that period.              

"Bankruptcy Code" means Title 11 of the United  
States Code entitled "Bankruptcy", as now and hereafter in  
effect, or any successor statute.                           

"Base Rate" means, at any time, the higher of   
(x) the Reference Rate or (y) the rate which is 1/2 of 1% in
excess of the Federal Funds Effective Rate.                 

"Base Rate Loans" means Loans bearing interest  
at rates determined by reference to the Base Rate as        
provided in Section 2.2A.                                   

"Borrower" has the meaning assigned to that term
in the introduction to this Agreement.                      

"Business Day" means any day excluding          
Saturday, Sunday and any day which is a legal holiday       
under the laws of the States of Nevada, New York or         
California or is a day on which banking institutions located
in any such state are authorized or required by law or other
governmental action to close.                               

 "Capital Expenditures" means, for any period, the
 sum of (i) the aggregate of all expenditures (whether paid in
cash or other consideration or accrued as a liability and   
including that portion of Capital Leases that is capitalized
on the balance sheet of Borrower and its Subsidiaries) by   
Borrower and its Subsidiaries during that period that, in   
conformity with GAAP, are included in "additions to         
property, plant or equipment" or comparable items reflected 
in the statement of cash flows of Borrower and its          
Subsidiaries plus (ii) to the extent not covered by         
clause (i) of this definition, the aggregate of all         
expenditures by Borrower and its Subsidiaries during that   
period to acquire (by purchase or otherwise) the business,  
 property or fixed assets of any Person, or the stock or other
evidence of beneficial ownership of any Person that, as a   
result of such acquisition, becomes a Subsidiary of         
Borrower.                                                   

"Capital Lease," as applied to any Person, means
any lease of any property (whether real, personal or mixed) 
by that Person as lessee that, in conformity with GAAP, is  
 accounted for as a capital lease on the balance sheet of that
Person.                                                     

"Cash" means money, currency or a credit        
balance in a Deposit Account.                               

"Cash Equivalents" means, as at any date of     
determination, (i) marketable securities (a) issued or      
directly and unconditionally guaranteed as to interest and  
principal by the United States Government or (b) issued by  
any agency of the United States the obligations of which are
backed by the full faith and credit of the United States, in
each case maturing within one year after such date;         
 (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each   
case maturing within one year after such date and having,   
at the time of the acquisition thereof, the highest rating  
obtainable from either Standard & Poor's Ratings Group      
("S&P") or Moody's Investors Service, Inc. ("Moody's");     
(iii) commercial paper maturing no more than one year       
from the date of creation thereof and having, at the time of
 the acquisition thereof, a rating of at least A-1 from S&P or
at least P-1 from Moody's; (iv) certificates of deposit or  
bankers' acceptances maturing within one year after such    
date and issued or accepted by any Lender or by any         
commercial bank organized under the laws of the United      
States of America or any state thereof or the District of   
Columbia that, at the time of the acquisition of such       
certificates or acceptances (a) is at least "adequately     
capitalized" (as defined in the regulations of its primary  
Federal banking regulator) and (b) has Tier 1 capital (as   
defined in such regulations) of not less than $100,000,000; 
(v) shares of any money market mutual fund that (a) has at  
 least 95% of its assets invested continuously in the types of
  investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the   
highest rating obtainable from either S&P or Moody's, and   
(vi) overnight repurchase agreements executed with          
Lenders; provided that the terms of such repurchase         
agreements require physical delivery of securities (which   
 must be "Cash Equivalents" as described in clauses (i) - (iv)
above), except in the case of treasury obligations delivered
through the Federal Reserve book entry system.              

"Cash Interest Expense" means Interest Expense  
paid or payable in cash, other than Interest Expense accrued
but unpaid with respect to the General Partner Subordinated 
Debt.                                                       

"Certificate re Non-Bank Status" means a        
certificate substantially in the form of Exhibit B delivered
by a Lender to Administrative Agent pursuant to             
Section 2.7B(iii).                                          

 "Circus" means Circus Circus Enterprises, Inc., a
Nevada corporation, its successors and permitted assigns.   

"Circus Bridge" means the elevated building     
structure that spans Fifth Street and connects the          
Improvements with the buildings located on the adjacent     
real property owned by Circus Circus Casinos, Inc., a       
Nevada corporation.                                         

"Circus Debt Rating" means, as of each date of  
determination, the most creditworthy rating, actual or      
implicit, assigned to (i) senior unsecured Indebtedness of  
Circus by S&P, (ii) senior unsecured Indebtedness of        
Circus by Moody's or (iii) in the event such a rating is    
issued, the bank debt rating assigned to the Indebtedness   
evidenced by the Circus Loan Agreement by Moody's or        
S&P, whichever is highest.                                  

"Circus Funded Debt Ratio" means, as of any date
of determination, the ratio of (a) the "Average Daily       
Funded Debt" of Circus as of the last day of the then most  
  recently ended fiscal quarter of Circus to (b)  the greater of
(i) "Adjusted EBITDA" of Circus for the four Fiscal         
Quarter period ending on that date, or (ii) four times      
"Adjusted EBITDA" of Circus for the Fiscal Quarter          
ending on that date, in each case determined in accordance  
with the terms of the Circus Loan Agreement.                

"Circus Loan Agreement" means that certain      
Amended and Restated Loan Agreement dated as of May         
23, 1997, among Circus, the Banks and Co-Administrative     
Agents named therein, and Bank of America National Trust    
and Savings Association, as Administrative Agent as in      
effect as of the date of this Agreement.                    

"Circus Pricing Date" means (a) with respect to 
any change in the Circus Funded Debt Ratio which results    
in a change in the Circus Pricing Level, the earlier of     
(i) the date upon which Circus delivers a copy of its       
compliance certificate under the Circus Loan Agreement to   
the Administrative Agent pursuant to Section 2.14 of the    
Make-Well Agreement reflecting such changed Circus          
Funded Debt Ratio and (ii) the date upon which Circus is    
required to deliver such a compliance certificate, and      
(b) with respect to any change in the Circus Debt Rating    
which results in a change in the Circus Pricing Level, the  
date which is five (5) Banking Days after the               
Administrative Agent has received evidence reasonably       
satisfactory to it of such change.                          

  "Circus Pricing Level" means the pricing level set
forth below opposite the pricing criteria achieved by Circus
as of the then most recent Circus Pricing Date (and, if the 
Circus Funded Debt Ratio and the Circus Debt Rating are     
  then at different pricing levels, then the pricing level which
yields the lowest Applicable Base Rate Margin and           
Applicable Eurodollar Margin to Borrower):                  

Circus Pricing Level           Pricing Criteria             

                                   Circus Funded       Circus Debt
                                 Debt Ratio           Rating

              I                Less than 0.75 to 1.00     At least A
                                                       or A2

 II               Equal to or greater than
               0.75 to 1.00 but less
                             than 1.50 to 1.00          A- or A3

 III              Equal to or greater than
               1.50 to 1.00 but less
                            than 2.25 to 1.00          BBB+ or
                                                    Baa1

 IV               Equal to or greater than
               2.25 to 1.00 but less
                           than 3.00 to 1.00          BBB or
                                                    Baa2

 V                Equal to or greater than
               3.00 to 1.00 but less
                           than 3.75 to 1.00         BBB- or
                                                  Baa3

 VI               Equal to or greater than
                          3.75 to 1.00              BB+ or
                                                    Ba1 or
                                                   below

"Closing Date" means the date upon which each of the        
  conditions precedent specified in Section 4.1 are satisfied or
waived and this Agreement becomes effective.                

"Co-Agents" means CIBC Inc. and Credit      
Lyonnais.  The capacity of the Co-Agents is purely titular  
in nature, and the Co-Agents shall not derive any rights or 
obligations under the Loan Documents solely by reason of    
being the Co-Agents.                                        

"Collateral" means all the real, personal and 
mixed property made subject to a Lien pursuant to the       
Collateral Documents.                                       

"Collateral Account Agreement" means the      
Collateral Account Agreement executed and delivered by      
Borrower in favor of the Prior Agent as of May 30, 1995,    
as amended and restated as of September 9, 1996, and as     
assigned to the Administrative Agent for the benefit of the 
Lenders and amended and restated on the date of this        
Agreement, as such Collateral Account Agreement may         
hereafter be amended, supplemented or otherwise modified    
from time to time.                                          

"Collateral Documents" means the Security   
Agreement, the Collateral Account Agreement, the Deed of    
Trust and the Assignment of Rents and Revenues and all      
other instruments or documents now or hereafter granting    
Liens on property of Borrower or its Subsidiaries to        
Administrative Agent for benefit of Lenders.                

"Commitment" means the Commitment of        
any Lender, and "Commitments" means such commitments        
of all Lenders in the aggregate at the time of reference.   
Initially, the aggregate principal amount of the            
Commitments is $230,000,000, but it may hereafter be        
reduced in the manner provided for in Section 2.4.          

"Compliance Certificate" means a certificate
substantially in the form of Exhibit C delivered to         
Administrative Agent and Lenders by Borrower pursuant to    
Section 6.1(iv).                                            

"Contingent Obligation," as applied to any  
 Person, means any direct or indirect liability, contingent or
otherwise, of that Person (i) with respect to any Indebted- 
ness, lease, dividend or other obligation of another if the 
primary purpose or intent thereof by the Person incurring   
the Contingent Obligation is to provide assurance to the    
 obligee of such obligation of another that such obligation of
another will be paid or discharged, or that any agreements  
  relating thereto will be complied with, or that the holders of
such obligation will be protected (in whole or in part)     
    against loss in respect thereof, (ii) with respect to any letter
of credit issued for the account of that Person or as to    
which that Person is otherwise liable for reimbursement of  
drawings, or (iii) under Interest Rate Agreements.          
Contingent Obligations shall include, without limitation,   
(a) the direct or indirect guaranty, endorsement (other than
  for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse  
by such Person of the obligation of another, (b) the        
obligation to make take-or-pay or similar payments if       
required regardless of non-performance by any other party   
or parties to an agreement, and (c) any liability of such   
Person for the obligation of another through any agreement  
(contingent or otherwise) (X) to purchase, repurchase or    
otherwise acquire such obligation or any security therefor, 
or to provide funds for the payment or discharge of such    
obligation (whether in the form of loans, advances, stock   
purchases, capital contributions or otherwise) or (Y) to    
maintain the solvency or any balance sheet item, level of   
income or financial condition of another if, in the case of 
any agreement described under subclauses (X) or (Y) of      
this sentence, the primary purpose or intent thereof is as  
described in the preceding sentence.  For purposes of this  
definition, the amount of any Contingent Obligation at any  
time of determination shall be computed as the amount that, 
in light of all the facts and circumstances existing at such
time represents the amount that reasonably can be expected  
at such time of determination to become an actual or        
matured liability.                                          

   "Contractual Obligation," as applied to any
Person, means any provision of any Security issued by that  
Person or of any material indenture, mortgage, deed of      
trust, contract, undertaking, agreement or other instrument 
(which other instrument is for the payment of money) to     
which that Person is a party or by which it or any of its   
  properties is bound or to which it or any of its properties is
subject.                                                    

"Coverage Ratio" means, for the purposes of 
Section 7.6A, (a) as of the last day of each Fiscal Quarter 
ending before the termination of the Make-Well in           
accordance with Section 2.9, the Make-Well Coverage         
Ratio, and (b) as of the last day of each subsequent Fiscal 
Quarter, the Stand-Alone Coverage Ratio.                    

"Default" means a condition or event that,
after notice or lapse of time or both, would constitute an  
Event of Default.                                           

"Documentation Agent" means Wells Fargo     
Bank, N.A.  Wells Fargo Bank, N.A. shall not derive any     
rights or obligations under the Loan Documents solely by    
reason of it being the Documentation Agent.                 

"Deed of Trust" means that certain          
Construction Deed of Trust, Fixture Filing and Security     
Agreement with Assignment of Rents executed by Borrower     
in favor of Prior Agent as of May 30, 1995 and recorded in  
the official records of Washoe County, Nevada on May 31,    
1995 at Book 4312, Page 814 and as Instrument 1897110,      
as amended and restated as of September 9, 1996, as         
assigned by the Prior Agent to the Administrative Agent as  
of the date hereof and further amended and restated by an   
Amended and Restated Construction Deed of Trust, Fixture    
Filing With Security Agreement and Assignment of Rents      
dated as of the date hereof and as it may hereafter be      
amended, supplemented or otherwise modified from time to    
time.                                                       

"Deposit Account" means a demand, time,     
savings, passbook or like account with a bank, savings and  
loan association, credit union or like organization, other  
than an account evidenced by a negotiable certificate of    
deposit.                                                    

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

"EBITDA" means, for any period, Net       
Income for such period plus, to the extent such items were  
subtracted in the determination of Net Income, the sum of   
the amounts for such period of (i) Interest Expense,        
(ii) provisions for taxes based on income, (iii) total      
depreciation expense, (iv) total amortization expense, (v)  
Pre-Opening Expenses, and (vi) other non-cash items         
reducing Net Income less, to the extent such items were     
added in the determination of Net Income, the sum of the    
amounts for such period of non-cash items increasing Net    
Income, all of the foregoing as determined for Borrower     
and its Subsidiaries in conformity with GAAP.               

"Eldorado Bridge" means the elevated        
building structure that spans Fourth Street and connects the
Improvements with the buildings located on the adjacent     
real property owned by Eldorado Hotel.                      

"Eldorado Hotel" means Eldorado Resorts,      
LLC, a Nevada limited liability company (successor by       
merger to Eldorado Hotel Associates Limited Partnership)    
and a member of Eldorado LLC.                               

"Eldorado LLC" means Eldorado Limited           
Liability Company, a Nevada limited liability company.      

"Eligible Assignee" means (A)(i) a                
commercial bank organized under the laws of the United      
States or any state thereof; (ii) a savings and loan        
association, savings bank organized or other financial      
institution under the laws of the United States or any state
thereof; and (iii) a commercial bank organized under the    
 laws of any other country or a political subdivision thereof;
provided that (x) such bank is acting through a branch or   
agency located in the United States or (y) such bank is     
organized under the laws of a country that is a member of   
the Organization for Economic Cooperation and               
Development or a political subdivision of such country; and 
(B) any Lender and any Affiliate of any Lender which        
qualifies as a lender under applicable Nevada laws;         
provided that no Affiliate of Borrower, Circus or Eldorado  
Hotel shall be an Eligible Assignee.                        

"Employee Benefit Plan" means any               
"employee benefit plan" as defined in Section 3(3) of       
ERISA which is, or was at any time, maintained or           
contributed to by Borrower or any of its ERISA Affiliates.  

                                         "Environmental Claim" means any
accusation, allegation, notice of violation, claim, demand, 
abatement order, cleanup order, removal order, or other     
order or direction (conditional or otherwise) by any        
governmental authority or any Person for any injury, loss   
or damage, including, without limitation, personal injury   
  (including sickness, disease or death), tangible or intangible
property damage, contribution, indemnity, indirect or       
consequential damages, damage to the environment,           
nuisance, pollution, contamination or other adverse effects 
  on the environment, or for fines, penalties or restrictions or
to compel cleanup or remediation, in each case relating to, 
resulting from or in connection with any Hazardous          
Material and relating to Borrower, any of its Subsidiaries  
or any Facility.                                            

"Environmental Indemnities" means the         
Environmental Indemnities from Circus, Eldorado Hotel       
and Borrower executed on May 30, 1995 in favor of Prior     
Agent for the benefit of Lenders, as reaffirmed as of       
September 30, 1996, as assigned by the Prior Agent to the   
Administrative Agent as of the date hereof and reaffirmed,  
and as it may hereafter be amended, supplemented or         
otherwise modified from time to time.                       

"Environmental Laws" means all statutes,      
ordinances, orders, rules, regulations, plans, policies,    
decrees, permits, guidance documents, and any other         
requirements of Governmental Authorities relating to        
(i) environmental matters, including, without limitation,   
those relating to fines, injunctions, penalties, damages,   
contribution, cost recovery compensation, losses or injuries
resulting from the Release or threatened Release of         
Hazardous Material, (ii) the presence, generation, use,     
storage, transportation or disposal of Hazardous Material,  
or (iii) occupational safety and health, industrial hygiene,
land use or the protection of human, plant or animal health 
or welfare, in any manner applicable to Borrower or any of  
its Subsidiaries or any of their respective properties,     
including, without limitation, the Comprehensive            
Environmental Response, Compensation, and Liability Act     
(42 U.S.C.  9601 et seq.), the Hazardous Materials          
Transportation Act (49 U.S.C.  1801 et seq.), the           
Resource Conservation and Recovery Act (42 U.S.C.           
6901 et seq.), the Federal Water Pollution Control Act (  
33 U.S.C.  1251 et seq.), the Clean Air Act (42 U.S.C.      
7401 et seq.), the Toxic Substances Control Act (15       
U.S.C.  2601 et seq.), the Federal Insecticide, Fungicide   
and Rodenticide Act (7 U.S.C. 136 et seq.), the             
Occupational Safety and Health Act (29 U.S.C.  651 et       
seq.) and the Emergency Planning and Community Right-       
to-Know Act (42 U.S.C.  11001 et seq.), each as amended     
or supplemented, and any analogous future or present local, 
state and federal statutes, ordinances and other laws, and  
rules and regulations promulgated pursuant thereto, each as 
in effect as of the date of determination.                  

"ERISA" means the Employee Retirement       
Income Security Act of 1974, as amended from time to        
time, and any successor statute.                            

  "ERISA Affiliate", as applied to any Person,
means (i) any Person that is, or was at any time, a member  
of a controlled group of Persons within the meaning of      
Section 414(b) of the Internal Revenue Code of which that   
Person is, or was at any time, a member; (ii) any trade or  
business (whether or not incorporated) which is, or was at  
any time, a member of a group of trades or businesses       
under common control within the meaning of Section 414(c)   
of the Internal Revenue Code of which that Person is, or    
was at any time, a member; and (iii) any member of an       
affiliated service group within the meaning of              
Section 414(m) or (o) of the Internal Revenue Code of       
which that Person, any Person described in clause (i) above 
  or any trade or business described in clause (ii) above is, or
was at any time, a member.                                  

"ERISA Event" means (i) a "reportable       
event" within the meaning of Section 4043 of ERISA and      
the regulations issued thereunder with respect to any       
Pension Plan (excluding those for which the provision for   
30-day notice to the PBGC has been waived by regulation);   
(ii) the failure to meet the minimum funding standard of    
Section 412 of the Internal Revenue Code with respect to    
any Pension Plan (whether or not waived in accordance       
with Section 412(d) of the Internal Revenue Code) or the    
failure to make by its due date a required installment under
Section 412(m) of the Internal Revenue Code with respect    
to any Pension Plan or the failure to make any required     
contribution to a Multiemployer Plan; (iii) the provision by
the administrator of any Pension Plan pursuant to           
Section 4041(a)(2) of ERISA of a notice of intent to        
terminate such plan in a distress termination described in  
Section 4041(c) of ERISA; (iv) the withdrawal by Borrower   
or any of its ERISA Affiliates from any Pension Plan with   
two or more contributing sponsors or the termination of any 
such Pension Plan resulting in liability pursuant to        
Sections 4063 or 4064 of ERISA; (v) the institution by the  
PBGC of proceedings to terminate any Pension Plan, or the   
occurrence of any event or condition which might constitute 
grounds under ERISA for the termination of, or the          
appointment of a trustee to administer, any Pension Plan;   
(vi) the imposition of liability on Borrower or any of its  
ERISA Affiliates pursuant to Section 4062(e) or 4069 of     
ERISA or by reason of the application of Section 4212(c) of 
ERISA; (vii) the withdrawal by Borrower or any of its       
ERISA Affiliates in a complete or partial withdrawal        
(within the meaning of Sections 4203 and 4205 of ERISA)     
from any Multiemployer Plan if there is any potential       
liability therefor, or the receipt by Borrower or any of its
ERISA Affiliates of notice from any Multiemployer Plan      
that it is in reorganization or insolvency pursuant to      
Section 4241 or 4245 of ERISA, or that it intends to        
terminate or has terminated under Section 4041A or 4042     
of ERISA; (viii) the occurrence of an act or omission which 
could give rise to the imposition on Borrower or any of its 
ERISA Affiliates of fines, penalties, taxes or related      
charges under Chapter 43 of the Internal Revenue Code or    
under Section 409 or 502(c), (i) or (l) or 4071 of ERISA in 
respect of any Employee Benefit Plan; (ix) the assertion of 
a material claim (other than routine claims for benefits)   
against any Employee Benefit Plan other than a              
Multiemployer Plan or the assets thereof, or against        
Borrower or any of its ERISA Affiliates in connection with  
any such Employee Benefit Plan; (x) receipt from the        
Internal Revenue Service of notice of the failure of any    
Pension Plan (or any other Employee Benefit Plan intended   
to be qualified under Section 401(a) of the Internal Revenue
Code) to qualify under Section 401(a) of the Internal       
Revenue Code, or the failure of any trust forming part of   
any Pension Plan to qualify for exemption from taxation     
under Section 501(a) of the Internal Revenue Code; or       
(xi) the imposition of a Lien pursuant to Section 401(a)(29)
or 412(n) of the Internal Revenue Code or pursuant to       
ERISA with respect to any Pension Plan.                     

"Eurodollar Rate Loans" means Loans       
bearing interest at rates determined by reference to the    
Adjusted Eurodollar Rate as provided in Section 2.2A.       

"Event of Default" means each of the events   
set forth in Section 8.                                     

"Exchange Act" means the Securities           
Exchange Act of 1934, as amended from time to time, and     
any successor statute.                                      

"Executive Committee" means the executive 
committee of Borrower organized in accordance with          
Section 5.7 of the Joint Venture Agreement.                 

"Executive Committee Signatories" means       
the individuals from time to time serving as Borrower's     
Director of Finance and Administration and General          
Manager each of whom shall have been authorized to sign     
on behalf of the Executive Committee and Borrower           
pursuant to a resolution of the Executive Committee.        

"Existing Credit Agreement" means the         
Amended and Restated Credit Agreement dated as of           
September 9, 1996 referred to in the recitals to this       
Agreement, as heretofore amended.                           

"Facility" and "Facilities" mean any and all
real property (including, without limitation, all buildings,
fixtures or other improvements located thereon) now,        
hereafter or heretofore owned, leased, operated or used by  
Borrower or any of its Subsidiaries.                        

"Federal Funds Effective Rate" means, for   
any period, a fluctuating interest rate equal for each day  
during such period to 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, 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 Administrative Agent from three Federal funds brokers    
of recognized standing selected by Administrative Agent.    

"Fee Letter" means that certain letter    
agreement of even date herewith between Borrower and        
Administrative Agent.                                       

"Fiscal Quarter" means a fiscal quarter of
Borrower ending on any March 31, June 30, September 30      
or December 31.                                             

"Fiscal Year" means a fiscal year of      
Borrower ending on each December 31.                        

"Flood Act" means the National Flood      
Insurance Act of 1968 as amended by the Flood Disaster      
Protection Act of 1973 (42 U.S.C. 4013 et. seq.).           

"Funding and Payment Office" means the    
office of Administrative Agent located at the address set   
forth on the signature pages hereof.                        

"Funding Date" means, with respect to any 
particular Loan, the date of the funding of that Loan.      

 "GAAP" means, subject to the limitations on
the application thereof set forth in Section 1.2, generally 
 accepted accounting principles set forth in opinions and pro-
nouncements of the Accounting Principles Board of the       
American Institute of Certified Public Accountants and      
statements and pronouncements of the Financial Accounting   
Standards Board or in such other statements by such other   
entity as may be approved by a significant segment of the   
accounting profession (including, without limitation, in the
AICPA Audit and Accounting Guide: Audits of Casinos), in    
each case as the same are applicable to the circumstances as
of the date of determination.                               

"Gaming Board" means, collectively, (a) the   
Nevada Gaming Commission, (b) the Nevada State Gaming       
Control Board, and (c) any other Governmental Authority     
that holds regulatory, licensing or permit authority over   
gambling, gaming or casino activities conducted by          
Borrower and its Subsidiaries within its jurisdiction.      

"Gaming Laws" means all statutes, rules,    
 regulations, ordinances, codes and administrative or judicial
precedents (including, without limitation, the Nevada       
Gaming Control Act (N.R.S. Ch. 463)) pursuant to which      
any Gaming Board possesses regulatory, licensing or permit  
authority over gambling, gaming or casino activities        
conducted by Borrower and its Subsidiaries within its       
jurisdiction.                                               

"General Partner Subordinated Debt" means     
any Subordinated Indebtedness of Borrower issued subject    
to a Subordination Agreement, to Circus or any of Circus'   
wholly-owned Subsidiaries pursuant to credit documents      
which are substantially in the form of the Loan Agreement   
dated as of May 30, 1995 by and between Circus and          
Borrower, and the related deed of trust and security        
agreement made by Borrower for the benefit of Circus.       

"General Partners" means, at any time,        
Galleon, Inc., a Nevada corporation and a wholly-owned      
Subsidiary of Circus, and Eldorado LLC, a Nevada limited    
liability company, each a general partner of Borrower, and  
their respective successors and assigns at such time.       

"Governmental Authority" means any of the 
United States government, the government of the State of    
Nevada or any other state and any political subdivision,    
agency, department, commission, court, board, bureau or     
instrumentality of any of them, including any local         
authorities.                                                

"Governmental Authorization" means any      
  permit, license, authorization, plan, directive, consent order
or consent decree of or from any Governmental Authority.    

"Hazardous Material" means (i) any            
chemical, material or substance at any time defined as or   
included in the definition of "hazardous substances",       
"hazardous wastes", "hazardous materials", "extremely       
hazardous waste", "restricted hazardous waste", "infectious 
waste", "toxic substances" or any other formulations        
intended to define, list or classify substances by reason of
deleterious properties such as ignitability, corrosivity,   
 reactivity, carcinogenicity, toxicity, reproductive toxicity,
"TCLP toxicity" or "EP toxicity" or words of similar        
import under any applicable Environmental Law or            
publication promulgated pursuant thereto; (ii) any oil,     
petroleum, petroleum fraction or petroleum derived          
 substance; (iii) any drilling fluid, produced water and other
waste associated with the exploration, development or       
production of crude oil, natural gas or geothermal          
resources; (iv) any flammable substance or explosive;       
(v) any radioactive material; (vi) asbestos in any form;    
(vii) urea formaldehyde foam insulation; (viii) electrical  
equipment which contains any oil or dielectric fluid        
 containing polychlorinated biphenyls; (ix) any pesticide; and
(x) any other chemical, material or substance, exposure to  
which is prohibited, limited or regulated by any            
governmental authority or which may or could pose a         
hazard to human health and safety or the environment if     
released into the workplace or the environment.             

"Hotel" means the Silver Legacy Hotel and   
Casino in Reno, Nevada, including, without limitation, the  
Premises; the Improvements (including, without limitation,  
the Silver Legacy Bridge and the Tunnel); the Skyways, all  
street work; drainage; plantings; signalization; and other  
installations, equipment and facilities located on or off of
the Premises and required of Borrower by Governmental       
Authorities in connection with development of the           
Premises.                                                   

"Hotel-Casino Management" means Hotel-      
Casino Management, Inc., a Nevada corporation and a         
member of both Eldorado LLC and Eldorado Hotel, and its     
successors and permitted assigns.                           

"Improvements" means all buildings,           
structures, facilities and other improvements of every kind 
and description now or hereafter located on the Premises,   
including all parking areas, roads, driveways, walks,       
fences, walls, beams, recreation facilities, drainage       
    facilities, lighting facilities and other site improvements, all
water, sanitary and storm sewer, drainage, electricity,     
steam, gas, telephone and other utility equipment and       
  facilities, all plumbing, lighting, heating, ventilating, air-
conditioning, refrigerating, incinerating, compacting, fire 
protection and sprinkler, surveillance and security, vacuum 
cleaning, public address and communications equipment and   
systems, all screens, awnings, floor coverings, partitions, 
 elevators, escalators, motors, machinery, pipes, fittings and
other items of equipment and personal property of every     
kind and description now or hereafter located on the        
Premises or attached to the improvements (excluding the     
Skyways but including any support structures attached to    
the improvements with respect to the Skyways and            
including the Silver Legacy Bridge and the Tunnel) that by  
the nature of their location thereon or attachment thereto  
are real property under applicable law.                     

"Indebtedness" as applied to any Person,  
means, without duplication, (i) all indebtedness for        
borrowed money, (ii) that portion of obligations with       
respect to Capital Leases that is properly classified as a  
liability on a balance sheet in conformity with GAAP,       
(iii) notes payable and drafts accepted representing exten- 
sions of credit whether or not representing obligations for 
borrowed money, (iv) any obligation owed for all or any     
part of the deferred purchase price of property or services 
(excluding any such obligations incurred under ERISA),      
which purchase price is (a) due more than six months from   
  the date of incurrence of the obligation in respect thereof or
(b) evidenced by a note or similar written instrument,      
(excluding, as an example, any trade payables payable in    
the ordinary course of business that are not so due or so   
evidenced) and (v) all indebtedness secured by any Lien on  
any property or asset owned or held by that Person regard-  
less of whether the indebtedness secured thereby shall have 
been assumed by that Person or is nonrecourse to the credit 
of that Person.  Obligations under Interest Rate Agreements 
constitute Contingent Obligations and not Indebtedness.     
Indebtedness under this Agreement shall be determined by    
reference to Total Utilization on any date of determination.

"Indemnitee" has the meaning assigned to  
that term in Section 10.3.                                  

  "Intellectual Property" means all patents,
trademarks, tradenames, customer lists, copyrights,         
technology, know-how and processes (i) used in or           
necessary for the conduct of the business of Borrower and   
its Subsidiaries as currently conducted and as proposed to  
be conducted and (ii) that are material to the condition    
(financial or otherwise), business or operations of Borrower
and its Subsidiaries, taken as a whole.                     

"Interest Expense" means, for any period,     
  total interest expense (including that portion attributable to
Capital Leases in accordance with GAAP and capitalized      
  interest) of Borrower and its Subsidiaries with respect to all
outstanding Indebtedness of Borrower and its Subsidiaries,  
including, without limitation, all commissions, discounts   
and other fees and charges owed with respect to letters of  
credit and bankers' acceptance financing and net costs      
under Interest Rate Agreements.                             

"Interest Payment Date" means (i) with        
respect to any Base Rate Loan, the last day of each month   
of each year, commencing on the first such date to occur    
after the Closing Date, and (ii) with respect to any        
Eurodollar Rate Loan, the last day of each Interest Period  
applicable to such Loan; provided that in the case of each  
Interest Period of longer than three months "Interest       
Payment Date" shall also include each date that is three    
months, or an integral multiple thereof, after the          
commencement of such Interest Period.                       

"Interest Period" has the meaning assigned to 
that term in Section 2.2B.                                  

"Interest Rate Agreement" means any             
interest rate swap agreement, interest rate cap agreement,  
interest rate collar agreement or other similar agreement or
arrangement designed to protect Borrower or any of its      
Subsidiaries against fluctuations in interest rates.        

"Interest Rate Determination Date" means,     
with respect to any Interest Period, the second Business    
Day prior to the first day of such Interest Period.         

"Internal Revenue Code" means the Internal    
Revenue Code of 1986, as amended to the date hereof and     
from time to time hereafter.                                

"Investment" means (i) any direct or indirect 
purchase or other acquisition by Borrower or any of its     
   Subsidiaries of, or of a beneficial interest in, any Securities
of any other Person, (ii) any direct or indirect redemption,
retirement, purchase or other acquisition for value, by     
Borrower or any Subsidiary of Borrower from any Person      
other than Borrower or any of its Subsidiaries, of any      
equity Securities of such Subsidiary, or (iii) any direct or
indirect loan, advance (other than advances to employees    
for moving, entertainment and travel expenses, drawing      
accounts and similar expenditures in the ordinary course of 
business) or capital contribution by Borrower or any of its 
Subsidiaries to any other Person, other than any            
indebtedness or account receivable or both from that other  
Person that is a current asset or arose from sales to that  
other Person in the ordinary course of business. The        
amount of any Investment shall be the original cost of such 
Investment plus the cost of all additions thereto, without  
any adjustments for increases or decreases in value, or     
write-ups, write-downs or write-offs with respect to such   
Investment.                                                 

"Issuing Lender" means Administrative       
Agent.                                                      

"Joint Venture" means a joint venture,      
partnership or other similar arrangement, whether in        
corporate, partnership or other legal form; provided that in
no event shall any corporate Subsidiary of any Person be    
considered to be a Joint Venture to which such Person is a  
party.                                                      

"Joint Venture Agreement" means the Circus    
and Eldorado Joint Venture Agreement, dated as of           
March 1, 1994, between the General Partners as amended      
by the First Amendment to Agreement of Joint Venture of     
Circus and Eldorado Joint Venture, dated as of July 27,     
1994, as amended, supplemented or otherwise modified        
from time to time in accordance with the terms of           
Section 7.14B.                                              

"Lender" and "Lenders" means the persons    
identified as "Lenders" and listed on the signature pages of
this Agreement, together with their successors and          
permitted assigns pursuant to Section 10.1.  The term       
"Lenders" when used without a modifier or when modified     
only by "the" means Requisite Lenders.                      

"Letter of Credit" or "Letters of Credit"   
means Standby Letters of Credit issued or to be issued by   
Issuing Lender for the account of Borrower pursuant to      
Section 3.1.                                                

"Letter of Credit Usage" means, as at any   
date of determination, the sum of (i) the maximum           
aggregate amount that is or at any time thereafter may      
become available for drawing under all Letters of Credit    
then outstanding plus (ii) the aggregate amount of all      
drawings under Letters of Credit honored by Issuing Lender  
and not theretofore reimbursed by Borrower                  
(reimbursement out of the proceeds of Loans pursuant to     
Section 3.3B shall be considered reimbursement by           
Borrower for purposes hereof).                              

"Leverage Ratio" means, for the purposes of   
Section 7.6B, (a) as of the last day of each Fiscal Quarter 
ending before the termination of the Make-Well in           
accordance with Section 2.9, the Make-Well Leverage         
Ratio, and (b) as of the last day of each subsequent Fiscal 
Quarter, the Stand-Alone Leverage Ratio.                    

"License Revocation" means the revocation,  
 failure to renew (other than with respect to particular types
of gambling or gaming activities (e.g., Keno or Pai Gow)    
that Borrower has elected no longer to pursue) or           
suspension of, or the appointment of a receiver, supervisor 
or similar official with respect to, any casino, gambling or
gaming license issued by any Gaming Board covering any      
casino or gaming facility of Borrower or any of its         
Subsidiaries.                                               

"Lien" means any lien, mortgage, pledge,    
assignment, security interest, charge or encumbrance of any 
 kind (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any agreement   
to give any security interest and any mechanic's liens) and 
any option, trust or other preferential arrangement having  
the practical effect of any of the foregoing.               

"Loan Documents" means this Agreement,      
any Notes, the Swing Line Documents, the Letters of         
Credit (and any applications for, or reimbursement          
agreements or other documents or certificates executed by   
Borrower in favor of an Issuing Lender relating to, the     
Letters of Credit), the Collateral Documents, the Make-     
Well Agreement, the Subordination Agreement, the            
Environmental Indemnities, each Interest Rate Agreement     
entered into between Borrower and any Lender (provided      
that each such Interest Rate Agreement shall be entitled to 
the benefits of the Collateral Documents to the extent set  
forth in Section 9.7) and each reaffirmation thereof.       

"Loan Exposure" means, with respect to any    
Lender as of any date of determination (i) prior to the     
termination of the Commitments, that Lender's               
Commitment and (ii) after the termination of the            
Commitments, the sum of (a) the aggregate outstanding       
principal amount of the Loans of that Lender plus (b) in the
event that Lender is an Issuing Lender, the aggregate Letter
 of Credit Usage in respect of all Letters of Credit issued by
that Lender (in each case net of any participations         
purchased by other Lenders in such Letters of Credit or any 
unreimbursed drawings thereunder) plus (c) the aggregate    
amount of all participations purchased by that Lender in    
any drawings under Letters of Credit honored by Issuing     
Lender and not theretofore reimbursed by Borrower.          

"Loan Party" means any of Borrower,         
Borrower's Subsidiaries and General Partners and "Loan      
Parties" means Borrower, Borrower's Subsidiaries and        
General Partners, collectively.                             

"Loans" means any loans made by the           
Lenders to Borrower pursuant to Section 2.1                 

"Make-Well Agreement" means the                 
Amended and Restated Make-Well Agreement executed and       
delivered by Circus and Administrative Agent as of the      
Closing Date, as it may hereafter be amended,               
supplemented or otherwise modified from time to time.       

"Make-Well Coverage Ratio" means, as of   
the last day of each Fiscal Quarter, the ratio of (a) EBITDA
minus the sum (without duplication) of Tax Distributions    
made pursuant to Section 7.5(ii), Other Borrower            
Distributions made pursuant to Section 7.5(iii) or 7.5(iv), 
and Capital Expenditures (other than Capital Expenditures   
for the improvements to the mezzanine level of the Hotel    
described in the proviso to Section 7.8), to (b) the amount 
by which the average daily Total Utilization during the four
Fiscal Quarter period then ended exceeds Maximum            
Availability as of such date plus Cash Interest Expense plus
Other Permitted Indebtedness Payments actually made in      
Cash, plus Make-Well Fees actually paid in Cash, in each    
case for the four Fiscal Quarter Period ending on such date,
provided that any contribution of cash to Borrower by       
Circus in exchange for equity of Borrower or General        
Partner Subordinated Debt shall be included, without        
duplication, in Net Income for the Fiscal Quarter in which  
such contribution is made (or, if made within 25 calendar   
days of the end of a Fiscal Quarter, for such Fiscal Quarter
immediately ended if Circus notifies Administrative Agent   
in writing at the time of such contribution that such       
contribution is to be so credited).                         

"Make-Well Fees" means, for any period,   
the amount of fees paid in cash to Circus by Borrower on    
account of the Make-Well Agreement during that period       
pursuant to Section 2.4 of the Joint Venture Agreement.     

"Make-Well Leverage Ratio" means, as of     
the last day of any Fiscal Quarter, the ratio of (i) the sum
of (a) the average of the daily Total Utilization during the
immediately preceding Fiscal Quarter (excluding, for this   
purpose, Letters of Credit which are not issued to support  
Indebtedness) plus (b) Other Permitted Indebtedness         
outstanding as of the last day of such period plus (c)      
Indebtedness outstanding in respect of Capital Leases as of 
the last day of such period to (ii) EBITDA for the four     
consecutive Fiscal Quarter period ending on the date as of  
which the determination is being made.                      

"Make-Well Period" means the period from    
the Closing Date until the Make-Well Agreement is           
terminated.                                                 

"Manager" means the Person elected to       
manage the affairs of a limited liability company.          

"Managing Agents" means The Long-Term     
Credit Bank of Japan, Ltd. and Societe Generale.  The       
capacity of the Managing Agents is purely titular in nature,
and the Managing Agents shall not derive any rights or      
obligations under the Loan Documents solely by reason of    
being the Managing Agents.                                  

"Managing Partner" means, at any time,      
Galleon, Inc., a Nevada corporation and a wholly-owned      
subsidiary of Circus, or its successors or assigns, in the  
capacity of managing partner of Borrower under the Joint    
Venture Agreement, at such time.                            

"Margin Stock" has the meaning assigned to    
that term in Regulation U of the Board of Governors of the  
Federal Reserve System as in effect from time to time.      

"Material Adverse Effect" means (i) a         
material adverse effect upon (a) the business, operations,  
properties, assets, condition (financial or otherwise) or   
prospects of any Loan Party and its Subsidiaries taken as a 
 whole, (b) the validity, priority or enforceability of any of
the Loan Documents or any Lien created or intended to be    
created thereby, or (c) the use, occupancy or operation of  
all or any material part of the Hotel or (ii) the impairment
 of the ability of any Loan Party materially to perform, or of
Administrative Agent or Lenders to enforce, the             
Obligations.                                                

"Maturity Date" means June 30, 2003.    

"Maximum CapEx Amount" has the meaning  
assigned to that term in Section 7.8.                       

"Maximum Availability" means the        
aggregate amount of the Commitments available as of the     
date of determination whether or not drawn or outstanding   
or used as Loans or for Letters of Credit.                  

"Multiemployer Plan" means a              
"multiemployer plan", as defined in Section 3(37) of        
ERISA, to which Borrower or any of its ERISA Affiliates     
is contributing, or ever has contributed, or to which       
Borrower or any of its ERISA Affiliates has, or ever has    
had, an obligation to contribute.                           

"Net Income" means, for any period, the net 
income (or loss) of Borrower and its Subsidiaries for such  
period taken as a single accounting period determined in    
conformity with GAAP; provided that there shall be          
excluded (i) the income (or loss) of any Person (other than 
a Subsidiary of Borrower) in which any other Person (other  
than Borrower or any of its Subsidiaries) has a joint       
interest, except to the extent of the amount of dividends or
other distributions actually paid to Borrower or any of its 
Subsidiaries by such Person during such period, (ii) the    
income (or loss) of any Person accrued prior to the date it 
becomes a Subsidiary of Borrower or is merged into or       
consolidated with Borrower or any of its Subsidiaries or    
that Person's assets are acquired by Borrower or any of its 
Subsidiaries, (iii) the income of any Subsidiary of Borrower
 to the extent that the declaration or payment of dividends or
  similar distributions by that Subsidiary of that income is not
at the time permitted by operation of the terms of its      
charter or any agreement, instrument, judgment, decree,     
 order, statute, rule or governmental regulation applicable to
that Subsidiary, (iv) any after-tax gains or losses         
 attributable to Asset Sales or returned surplus assets of any
Pension Plan, and (v) (to the extent not included in clauses
(i) through (iv) above) any net non-cash extraordinary gains
or net non-cash extraordinary losses.                       

"Notes" means any promissory notes of       
Borrower issued pursuant to Section 2.1E to evidence the    
Loans made by Lenders, substantially in the form of         
Exhibit D, with appropriate insertions, as they may be      
amended, supplemented or otherwise modified from time to    
time.                                                       

"Notice of Borrowing" means a notice          
substantially in the form of Exhibit E delivered by         
Borrower to Administrative Agent pursuant to Section 2.1B   
with respect to a proposed borrowing.                       

"Notice of Conversion/Continuation" means     
a notice substantially in the form of Exhibit F delivered by
Borrower to Administrative Agent pursuant to Section 2.2D   
with respect to a proposed conversion or continuation of the
applicable basis for determining the interest rate with     
respect to the Loans specified therein.                     

"Notice of Issuance of Letter of Credit"      
means a notice substantially in the form of Exhibit G       
delivered by Borrower to Administrative Agent pursuant to   
Section 3.1B(i) with respect to the proposed issuance of a  
Letter of Credit.                                           

  "Obligations" means all obligations of every
nature of any Loan Party, from time to time owed to         
Administrative Agent, Lenders or any of them under the      
Loan Documents, whether for principal, interest,            
reimbursement of amounts drawn under Letters of Credit,     
fees, expenses, indemnification or otherwise and whether or 
not the obligation is allowed as a claim in any proceeding  
referred to in Section 8.6 or 8.7.                          

  "Officers' Certificate" means, as applied to
any Person a certificate executed by that Person or on      
behalf of that Person by an authorized Person; provided     
that every Officers' Certificate with respect to the        
compliance with a condition precedent to the making of any  
Loans hereunder shall include (i) a statement that the      
officer or officers making or giving such Officers' Certif- 
icate have read such condition and any definitions or other 
provisions contained in this Agreement relating thereto,    
   (ii) a statement that, in the opinion of the signers, they have
made or have caused to be made such examination or          
investigation as is necessary to enable them to express an  
informed opinion as to whether or not such condition has    
been complied with, and (iii) a statement as to whether, in 
the opinion of the signers, such condition has been         
complied with.                                              

"Operating Lease" means, as applied to any
 Person, any lease (including, without limitation, leases that
may be terminated by the lessee at any time) of any         
property (whether real, personal or mixed) that is not a    
Capital Lease other than any such lease under which that    
Person is the lessor.                                       

"Other Borrower Distributions" means      
distributions to the General Partners pursuant to the terms 
of the Joint Venture Agreement other than Tax               
Distributions, and in any event excluding the repayment of  
the Subordinated Debt owed to Circus on the Closing Date    
in accordance with Section 7.5(i).                          

"Other Permitted Indebtedness" means        
Indebtedness permitted under Sections 7.1(iii) or 7.1(vi).  

"Other Permitted Indebtedness Payments"     
means payments of principal and interest on Other           
Permitted Indebtedness.                                     

"Parents" means the General Partners,       
Circus, Eldorado Hotel, Recreational Enterprises, Hotel-    
Casino Management, Inc. and their respective successors     
and assigns.                                                

"PBGC" means the Pension Benefit Guaranty   
Corporation (or any successor thereto).                     

"Pension Plan" means any Employee Benefit   
Plan, other than a Multiemployer Plan, which is subject to  
Section 412 of the Internal Revenue Code or Section 302 of  
ERISA.                                                      

"Percentage Interests" has the meaning    
assigned to that term in the Joint Venture Agreement.       

"Permitted Encumbrances" means the      
following types of Liens (other than any such Lien imposed  
pursuant to Section 401(a)(29) or 412(n) of the Internal    
Revenue Code or by ERISA):                                  

                    (i)  Liens for taxes, assessments or govern-
    mental charges or claims the payment of which is not, at
the time, required by Section 6.3;                  

                       (ii)  statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics and materialmen and 
other Liens imposed by law incurred in the ordinary   
 course of business for sums not yet delinquent or being
contested in good faith, if such reserve or other     
appropriate provision, if any, as shall be required by
GAAP shall have been made therefor;                   

         (iii) easements, rights of tenants,
     reservations, covenants, rights-of-way, restrictions, minor
 defects, minor encroachments or minor irregularities in
    title and other similar immaterial charges or encumbrances
      that (i) arise prior to the Closing Date and are approved in
     writing by the Administrative Agent or (ii) arise after the
Closing Date and would not, individually or in the    
aggregate, result in a Material Adverse Effect; and   

          (iv)  Liens arising solely from filing UCC
     financing statements relating solely to leases permitted by
this Agreement.                                       

"Person" means and includes natural     
persons, corporations, limited partnerships, general        
partnerships, joint stock companies, Joint Ventures,        
associations, companies, trusts, banks, trust companies,    
land trusts, business trusts, limited liability companies or
other organizations, whether or not legal entities, and     
governments and agencies and political subdivisions         
thereof.                                                    

   "Premises" means the real property situated
in Reno, Nevada, and more particularly described in the     
Deed of Trust.                                              

  "Pre-Opening Expenses" means, with respect
to any fiscal period, the amount of expenses (other than    
Interest Expense) incurred with respect to capital projects 
and properly deferred and charged to expense as of          
commencement of operations, which are classified as "pre-   
opening expenses" on the applicable financial statements of 
Borrower and its Subsidiaries for such period, prepared in  
accordance with GAAP.                                       

"Pricing Period" means each of the      
consecutive approximately 90 day periods beginning on       
March 1, June 1, September 1 and December 1 of each         
year.                                                       

"Prior Agent" means Wells Fargo Bank,     
N.A., in its former capacity as                             
Agent under the Existing Credit Agreement.                  

"Pro Rata Share" means, with respect to   
each Lender, the percentage obtained by dividing (x) the    
Loan Exposure of that Lender by (y) the aggregate Loan      
Exposure of all Lenders, as such percentage may be          
adjusted by assignments permitted pursuant to Section 10.1. 
The Pro Rata Share of each Lender on the Closing Date is    
set forth opposite the name of that Lender in Schedule 2.1. 

"Recreational Enterprises" means          
Recreational Enterprises, Inc., a Nevada corporation and    
member of Eldorado LLC and a member of Eldorado             
Hotel.                                                      

"Reduction Date" means March 31, 1998   
and each subsequent June 30, September 30, December 31      
and March 31 through the Maturity Date.                     

   "Reference Period" has the meaning assigned
to that term in Section 7.8.                                

 "Reference Rate" means the rate of interest
publicly announced from time to time by Bank of America     
in San Francisco, California, as its "reference rate" or the
similar prime rate or reference rate announced by any       
successor Administrative Agent.  Bank of America's          
reference rate is a rate set by Bank of America based upon  
various factors including Bank of America's costs and       
desired return, general economic conditions and other       
factors, and is used as a reference point for pricing some  
loans, which may be priced at, above, or below such         
announced rate.  Any change in the Reference Rate           
announced by Bank of America or any successor               
Administrative Agent shall take effect at the opening of    
business on the day specified in the public announcement of 
such change.                                                

 "Register" has the meaning assigned to that
term in Section 2.1D.                                       

"Regulation D" means Regulation D of the  
Board of Governors of the Federal Reserve System, as in     
effect from time to time.                                   

"Reimbursement Date" has the meaning      
assigned to that term in Section 3.3B.                      

     "Release" means any release, spill, emission,
leaking, pumping, pouring, injection, escaping, deposit,    
disposal, discharge, dispersal, dumping, leaching or        
migration of Hazardous Material into the indoor or outdoor  
environment (including, without limitation, the             
abandonment or disposal of any barrels, containers or other 
closed receptacles containing any Hazardous Material), or   
into or out of any Facility, including the movement of any  
Hazardous Material through the air, soil, surface water,    
groundwater or property.                                    

"Requisite Lenders" means Lenders having    
or holding 66 2/3% or more of the aggregate Loan            
Exposure of all Lenders.                                    

"Restricted Junior Payment" means (i) any   
  distribution of cash or property or other distribution, direct
or indirect, on account of any partnership interest in      
Borrower now or hereafter outstanding, except a             
distribution payable solely in interests of that class of   
partnership interest to the holders of that class, (ii) any 
redemption, retirement, sinking fund or similar payment,    
purchase or other acquisition for value, direct or indirect,
of any interests of any class of partnership interest in    
Borrower now or hereafter outstanding, (iii) any payment    
made to retire, or to obtain the surrender of, any          
outstanding warrants, options or other rights to acquire any
interests of any class of partnership interests in Borrower 
now or hereafter outstanding, and (iv) any payment or       
prepayment of principal of, premium, if any, or interest on,
or redemption, purchase, retirement, defeasance (including  
in-substance or legal defeasance), sinking fund or similar  
payment with respect to, any Subordinated Indebtedness.     

"Scheduled Facility Reductions" means     
reductions to the Commitments made pursuant to              
Section 2.4A.                                               

"Securities" means any stock, shares,         
     partnership interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or
arrangement, options, warrants, bonds, debentures, notes,   
or other evidences of indebtedness, secured or unsecured,   
convertible, subordinated or otherwise, or in general any   
instruments commonly known as "securities" or any certifi-  
cates of interest, shares or participations in temporary or 
interim certificates for the purchase or acquisition of, or 
any right to subscribe to, purchase or acquire, any of the  
foregoing.                                                  

"Security Agreement" means the Amended    
and Restated Security Agreement executed and delivered by   
Borrower and Administrative Agent on the Closing Date, as   
it may hereafter be amended, supplemented or otherwise      
modified from time to time.                                 

"Senior Officer" means, with respect to any 
Person, any Chief Executive Officer, President, Executive   
Vice President, Vice President, Chief Financial Officer,    
Treasurer or Controller of such Person, or any individual   
holding an equivalent position with such Person or any      
partner or member of such Person, including, without        
limitation, in the case of Borrower, the General Manager of 
Silver Legacy Hotel and Casino and the Director of Finance  
and Administration of the Silver Legacy Hotel and Casino.   

 "Silver Legacy Bridge" means the elevated
building structure that connects the hotel portion of the   
Hotel with the casino portion of the Hotel.                 

"Skyway Easements" means those two        
certain Bridge Easements recorded in the Official Records   
of Washoe County, Nevada, one by and between Borrower       
and Eldorado Hotel and the other by and between Borrower    
and Circus Circus Casinos, Inc., pursuant to which, among   
other things, Borrower was granted perpetual easements for  
pedestrian access to and from the Improvements via the      
Eldorado Bridge and the Circus Bridge, respectively.        

 "Skyways" means the Circus Bridge and the
Eldorado Bridge; the Skyways are owned by Circus and        
Eldorado Hotel, respectively, and are subject to the terms  
and provisions of the Skyway Easements.  The Skyways do     
not include the Silver Legacy Bridge.                       

"Stand-Alone Coverage Ratio" means, as of 
the last day of each Fiscal Quarter, the ratio of (a) EBITDA
(without any increase by reason of any amounts paid to      
Borrower under the Make-Well Agreement) minus the sum       
(without duplication) of Tax Distributions made pursuant to 
Section 7.5(ii), Other Borrower Distributions made          
pursuant to Section 7.5(iii) or 7.5(iv) and Capital         
Expenditures (other than Capital Expenditures for the       
improvements to the mezzanine level of the Hotel described  
in the proviso to Section 7.8) to (b) Scheduled Facility    
Reductions during that period (whether or not Borrower is   
actually required to make any payments to the Lenders to    
meet such Scheduled Facility Reductions) plus Cash Interest 
Expense plus Other Permitted Indebtedness Payments, in      
each case for the four Fiscal Quarter Period ending on such 
date.                                                       

"Stand-Alone Leverage Ratio" means, as of 
the last day of any Fiscal Quarter, the ratio of (i) the sum
of the average of the daily Total Utilization during the    
immediately preceding Fiscal Quarter plus all other         
Indebtedness of Borrower for borrowed money outstanding     
as of the last day of such period plus Indebtedness         
outstanding in respect of Capital Leases as of the last day 
of such period to (ii) EBITDA for the four consecutive      
Fiscal Quarter period ending on the date as of which the    
determination is being made.                                

"Standby Letter of Credit" means any      
 standby letter of credit or similar instrument issued for the
purpose of supporting (i) Indebtedness of Borrower or any   
of its Subsidiaries in respect of industrial revenue or     
development bonds or financings, (ii) workers'              
compensation liabilities of Borrower or any of its          
  Subsidiaries, (iii) the obligations of third party insurers of
Borrower or any of its Subsidiaries arising by virtue of the
laws of any jurisdiction requiring third party insurers, and
(iv) performance, payment, deposit or surety obligations of 
Borrower or any of its Subsidiaries, in any case if required
by law or governmental rule or regulation or in accordance  
with custom and practice in the industry; provided that     
Standby Letters of Credit may not be issued for the purpose 
of supporting (a) trade payables, (b) any Indebtedness      
constituting "antecedent debt" (as that term is used in     
Section 547 of the Bankruptcy Code), or (c) any             
Indebtedness or Contingent Obligation of Borrower or any    
of its Subsidiaries if such Indebtedness or Contingent      
Obligation is secured by real property of Borrower or such  
Subsidiary located in the State of California.              

"Subordination Agreement" means a       
Subordination Agreement executed and delivered by Circus,   
Borrower and Administrative Agent as of the date of the     
issuance by Borrower of any General Partner Subordinated    
Debt, substantially in the form of Exhibit H hereto, and in 
any event, as it may hereafter be amended, supplemented or  
otherwise modified from time to time.                       

"Subordinated Indebtedness" means (i) the 
General Partner Subordinated Debt and (ii) any other        
Indebtedness of Borrower subordinated in right of payment   
to the Obligations pursuant to documentation containing     
maturities, amortization schedules, covenants, defaults,    
remedies, subordination provisions and other material terms 
in form and substance satisfactory to Administrative Agent  
and Lenders.                                                

"Subsidiary" means, with respect to any   
Person, any corporation, partnership, association, joint    
venture or other business entity of which more than 50% of  
the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any 
contingency) to vote in the election of the Person or       
Persons (whether directors, managers, trustees or other     
Persons performing similar functions) having the power to   
direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or     
indirectly, by that Person or one or more of the other      
Subsidiaries of that Person or a combination thereof.       

"Supermajority Lenders" means Lenders       
having or holding 75% or more of the aggregate Loan         
Exposure of all Lenders.                                    

"Swing Line" means the revolving line of      
credit established by the Swing Line Lender in favor of     
Borrower pursuant to Section 2.10.                          

"Swing Line Documents" means the                
promissory note and any other documents executed by         
Borrower in favor of the Swing Line Lender in connection    
with the Swing Line.                                        

"Swing Line Lender" means Bank of               
America, acting through its Las Vegas Commercial Banking    
Division.                                                   

"Swing Line Loans" means loans made by            
the Swing Line Lender to Borrower pursuant to               
Section 2.10.                                               

"Swing Line Outstandings" means, as of any          
date of determination, the aggregate principal Indebtedness 
of Borrower on all Swing Line Loans then outstanding.       

"Tax" or "Taxes" means any present or               
future tax, levy, impost, duty, charge, fee, deduction or   
withholding of any nature and whatever called, by whomso-   
ever, on whomsoever and wherever imposed, levied,           
collected, withheld or assessed; provided that "Tax on the  
overall net income" of a Person shall be construed as a     
reference to a tax imposed by the jurisdiction in which that
Person's principal office (and/or, in the case of a Lender, 
its lending office) is located or in which that Person is   
deemed to be doing business on all or part of the net       
income, profits or gains of that Person (whether worldwide, 
or only insofar as such income, profits or gains are        
considered to arise in or to relate to a particular         
jurisdiction, or otherwise).                                

"Tax Distributions" means distributions to    
the General Partners of cash or property pursuant to        
Section 4.1(a) of the Joint Venture Agreement as in effect  
on the Closing Date made in order to satisfy the General    
Partners' federal tax liability accruing in the Fiscal Year 
with respect to which such distributions are made assuming  
each General Partner's tax liabilities accrue at the maximum
marginal federal income tax rate that applies to such       
General Partner as set forth in Section 4.2 of the Joint    
Venture Agreement as in effect on the Closing Date.         

"Title Policy" means the American Land      
Title Association extended coverage mortgagee title         
insurance policy issued on or about the May 30, 1995 to     
the Prior Agent and the Lenders by First American Title     
Insurance Company, together with all related coinsurance    
and reinsurance policies and subsequent endorsements,       
including those provided under Section 4.1F.                

"Total Utilization" means, as at any date of
determination, the sum of (i) the aggregate principal amount
of all outstanding Loans (other than Loans made for the     
purpose of reimbursing the Issuing Lender for any amount    
drawn under any Letter of Credit but not yet so applied)    
  plus (ii) the Swing Line Outstandings plus (iii) the Letter of
Credit Usage.                                               

"Tunnel" means the tunnel beneath Sierra
Street that connects the casino portion of the Hotel to the 
hotel portion of the Hotel.                                 

"Unutilized Amount" has the meaning     
assigned to that term in Section 7.8.                       

1.2       Accounting Terms; Utilization of GAAP for         
                     Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in 
this Agreement, all accounting terms not otherwise defined  
herein shall have the meanings assigned to them in          
conformity with GAAP.  Financial statements and other       
information required to be delivered by Borrower to         
Lenders pursuant to clauses (i), (ii), (iii) and (xiii) of  
Section 6.1 shall be prepared in accordance with GAAP as    
in effect at the time of such preparation (and delivered    
together with the reconciliation statements provided for in 
Section 6.1(v)).  Calculations in connection with the       
definitions, covenants and other provisions of this         
 Agreement shall utilize accounting principles and policies in
conformity with GAAP as in effect at the time such          
calculations are made.                                      

1.3  Other Definitional Provisions.                         

References to "Sections," and "Exhibits"      
shall be to Sections of and Exhibits to this Agreement      
unless otherwise specifically provided.  Any of the terms   
defined in Section 1.1 may, unless the context otherwise    
 requires, be used in the singular or the plural, depending on
the reference.                          

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SECTION 2                         
AMOUNTS AND TERMS OF COMMITMENTS AND                        
LOANS                                                       

2.1       Commitments; Making of Loans; the                 
     Register; Optional Notes.

   A.   Commitments.  Subject to the terms and
conditions of this Agreement and in reliance upon the       
representations and warranties of the Loan Parties set forth
in the Loan Documents, each Lender hereby severally         
agrees to lend to Borrower from time to time during the     
period from the Closing Date to but excluding the Maturity  
Date an aggregate amount not exceeding its Pro Rata Share   
of the aggregate amount of the Commitments, provided        
that, notwithstanding any other provision of this           
Agreement, the Total Utilization shall not at any time      
exceed the Commitments then in effect.  The amount of       
each Lender's Commitment shall be as set forth on           
Schedule 2.1; provided that (i) the Commitments of          
Lenders shall be adjusted to give effect to any assignments 
of the Commitments pursuant to Section 10.1, and (ii) the   
amount of the Commitments shall be reduced from time to     
time by the amount of any reductions thereto made pursuant  
 to Sections 2.4A, 2.4B(ii) and 2.4B(iii) or terminated as set
forth in Section 8.  Each Lender's Commitment shall expire  
on the Maturity Date and all Loans and all other amounts    
owed hereunder with respect to the Loans and the            
Commitments shall be paid in full no later than that date.  
Amounts borrowed under this Section 2.1A may be repaid      
and reborrowed at any time prior to the Maturity Date.      

     B.    Borrowing Mechanics.  The Loans made on
each Funding Date (other than Loans made pursuant to        
Section 3.3B for the purpose of reimbursing Issuing Lender  
for the amount of a drawing under a Letter of Credit issued 
by it) shall be in an aggregate minimum amount of           
$1,000,000 and integral multiples of $100,000 in excess of  
that amount; provided that each Eurodollar Rate Loan shall  
be in an aggregate minimum amount of $1,000,000 and         
integral multiples of $100,000 in excess of that amount.    
Subject to the next following paragraph, whenever           
Borrower desires that Lenders make Loans it shall deliver   
to Administrative Agent a Notice of Borrowing no later      
than 9:00 A.M. (Pacific time) at least three Business Days  
in advance of the proposed Funding Date (in the case of a   
Eurodollar Rate Loan) or at least one Business Day in       
advance of the proposed Funding Date (in the case of a      
Base Rate Loan).  The Notice of Borrowing shall specify     
(i) the proposed Funding Date (which shall be a Business    
Day), (ii) the amount of Loans requested, (iii) whether such
Loans shall be Base Rate Loans or Eurodollar Rate Loans,    
and (iv) in the case of a Eurodollar Rate Loan, the initial 
Interest Period requested therefor.  Loans may be continued 
as or converted into Base Rate Loans and Eurodollar Rate    
Loans in the manner provided in Section 2.2D.               

  Unless Administrative Agent, in its sole and
 absolute discretion, has notified Borrower to the contrary, a
Loan may be requested by telephone by a duly authorized     
officer or other Person authorized to borrow on behalf of   
Borrower, in which case Borrower shall confirm such         
request by delivering promptly a Notice of Borrowing with   
respect to such Loan in person or by telecopier to          
Administrative Agent.  Neither Administrative Agent nor     
any Lender shall incur any liability to any Loan Party in   
acting upon any such telephonic notice that Administrative  
Agent believes in good faith to have been given by a duly   
authorized officer or other person authorized to borrow on  
behalf of Borrower or for otherwise acting in good faith    
under this Section 2.1B, and upon funding of Loans by       
Lenders in accordance with this Agreement pursuant to any   
such telephonic notice Borrower shall have effected Loans   
hereunder.                                                  

Borrower shall notify Administrative Agent    
prior to the funding of any Loans in the event that any of  
the matters to which Borrower is required to certify in the 
applicable Notice of Borrowing is no longer true and        
correct as of the applicable Funding Date, and the          
acceptance by Borrower of the proceeds of any Loans shall   
constitute a re-certification by Borrower, as of the        
applicable Funding Date, as to the matters to which         
          Borrower is required to certify in the applicable Notice of Borrowing.

Except as otherwise provided in             
Sections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a   
Eurodollar Rate Loan (or telephonic notice in lieu thereof) 
shall be irrevocable on and after the related Interest Rate 
Determination Date, and Borrower shall be bound to make     
a borrowing in accordance therewith.                        

   C.  Disbursement of Funds.  All Loans under
this Agreement shall be made by Lenders severally and       
simultaneously and in proportion to their respective Pro    
Rata Shares, it being understood that no Lender shall be    
responsible for any default by any other Lender in that     
other Lender's obligation to make a Loan requested          
hereunder nor shall the Commitment of any Lender be         
increased or decreased as a result of a default by any other
Lender in that other Lender's obligation to make a Loan     
requested hereunder.  Promptly after receipt by             
Administrative Agent of a Notice of Borrowing pursuant to   
Section 2.1B (or telephonic notice in lieu thereof),        
Administrative Agent shall notify each Lender of the pro-   
posed borrowing.  Each Lender shall make the amount of      
its Loan available to Administrative Agent, in same day     
funds in Dollars, at the Funding and Payment Office, not    
later than 1:00 P.M. (Pacific time) on the applicable       
Funding Date.  Except as provided in Section 3.3B with      
respect to Loans used to reimburse Issuing Lender for the   
amount of a drawing under a Letter of Credit issued by it,  
upon satisfaction or waiver of the conditions precedent     
specified in Sections 4.1 (in the case of the initial Loans 
made hereunder) and 4.2 (in the case of all Loans),         
Administrative Agent shall make the proceeds of such        
Loans available to Borrower on the applicable Funding       
Date by causing an amount of same day funds in Dollars      
equal to the proceeds of all such Loans received by         
Administrative Agent from Lenders to be credited to the     
account of Borrower at the Funding and Payment Office.      

 Unless Administrative Agent shall have been
notified by any Lender prior to the Funding Date for any    
Loans that such Lender does not intend to make available to 
Administrative Agent the amount of such Lender's Loan       
requested on such Funding Date, Administrative Agent may    
assume that such Lender has made such amount available to   
Administrative Agent on such Funding Date and               
Administrative Agent may, in its sole discretion, but shall 
not be obligated to, make available to Borrower a           
corresponding amount on such Funding Date.  If such         
corresponding amount is not in fact made available to       
Administrative Agent by such Lender, Administrative         
Agent shall be entitled to recover such corresponding       
amount on demand from such Lender together with interest    
thereon, for each day from such Funding Date until the date 
such amount is paid to Administrative Agent, at the Federal 
Funds Effective Rate for three Business Days and thereafter 
at the Base Rate.  If such Lender does not pay such         
corresponding amount forthwith upon Administrative          
Agent's demand therefor, Administrative Agent shall         
promptly notify Borrower and Borrower shall immediately     
pay such corresponding amount to Administrative Agent       
together with interest thereon, for each day from such      
Funding Date until the date such amount is paid to          
Administrative Agent, at the rate payable under this        
Agreement for Base Rate Loans.  Nothing in this             
Section 2.1C shall be deemed to relieve any Lender from     
its obligation to fulfill its Commitment hereunder or to    
prejudice any rights that Borrower may have against any     
Lender as a result of any default by such Lender hereunder. 

D.  The Register.                       

                (i)  Administrative Agent shall maintain, at its address
  referred to in Section 10.8, a register for the recordation of
the names and addresses of Lenders and the Commitment       
and Loans of each Lender from time to time (the             
"Register").  The Register shall be available for inspection
by Borrower, any Lender or any Gaming Board and their       
respective agents at any reasonable time and from time to   
time upon reasonable prior notice.                          

     (ii) Administrative Agent shall record in the
Register the Commitment and the Loans from time to time     
of each Lender and each repayment or prepayment in          
respect of the principal amount of the Loans of each        
Lender.  Any such recordation shall be presumed to be       
correct; provided that failure to make any such recordation,
or any error in such recordation, shall not affect          
Borrower's Obligations in respect of the applicable Loans.  

               (iii)  Each Lender shall record on its internal records
(including, without limitation, any Note held by such       
Lender) the amount of each Loan made by it and each         
payment in respect thereof.  Any such recordation shall be  
presumed to be correct; provided that failure to make any   
 such recordation, or any error in such recordation, shall not
affect Borrower's Obligations in respect of the applicable  
Loans; and provided, further that in the event of any       
inconsistency between the Register and any Lender's         
records, the recordations in the Register shall govern.     

       (iv) Borrower, Administrative Agent and Lenders
shall deem and treat the Persons listed as Lenders in the   
Register as the holders and owners of the corresponding     
Commitments and Loans listed therein for all purposes       
hereof, and no assignment or transfer of any such           
Commitment or Loan shall be effective, in each case unless  
and until an Assignment Agreement effecting the             
assignment or transfer thereof shall have been accepted by  
Administrative Agent and recorded in the Register as        
provided in Section 10.1B(ii).  Prior to such recordation,  
all amounts owed with respect to the applicable             
Commitment or Loan shall be owed to the Lender listed in    
the Register as the owner thereof, and any request,         
authority or consent of any Person who, at the time of      
making such request or giving such authority or consent, is 
listed in the Register as a Lender shall be conclusive and  
binding on any subsequent holder, assignee or transferee of 
the corresponding Commitment or Loans.                      

      (v)  Borrower hereby designates Administrative
Agent to serve as Borrower's agent solely for purposes of   
maintaining the Register as provided in this Section 2.1D,  
and Borrower hereby agrees that, to the extent              
Administrative Agent serves in such capacity,               
Administrative Agent and its officers, directors, employees,
agents and affiliates shall constitute Indemnitees for all  
purposes under Section 10.3.                                

  E. Optional Notes.  If so requested by any
Lender, Borrower shall execute and deliver a Note to such   
Lender.                                                     

2.2  Interest on the Loans.                                 

            A.   Rate of Interest.  Subject to the provisions of
Sections 2.6 and 2.7, each Loan shall bear interest on the  
unpaid principal amount thereof from the date made          
through maturity (whether by acceleration or otherwise) at a
rate determined by reference to the Base Rate or the        
Adjusted Eurodollar Rate, as the case may be.  The applic-  
able basis for determining the rate of interest with respect
to any Loan shall be selected by Borrower initially at the  
time a Notice of Borrowing is given with respect to such    
Loan pursuant to Section 2.1B. The basis for determining    
the interest rate with respect to any Loan may be changed   
from time to time pursuant to Section 2.2D. If on any day a 
Loan is outstanding with respect to which notice has not    
been delivered to Administrative Agent in accordance with   
the terms of this Agreement specifying the applicable basis 
for determining the rate of interest, then for that day that
Loan shall bear interest determined by reference to the Base
Rate.                                                       

Subject to the provisions of Sections 2.2E      
and 2.6, the Loans shall bear interest through maturity as  
follows:                                                    

              (i)  if a Eurodollar Rate Loan, then at the sum of the
Adjusted Eurodollar Rate plus the Applicable Eurodollar     
Rate Margin.                                                

                   (ii)  if a Base Rate Loan, then at the sum of the Base Rate
plus the Applicable Base Rate Margin.                       

      B.  Interest Periods.  In connection with each
Eurodollar Rate Loan, Borrower may, pursuant to the         
applicable Notice of Borrowing or Notice of Conversion/     
Continuation, as the case may be, select an interest period 
(each an "Interest Period") to be applicable to such Loan,  
which Interest Period shall be, at Borrower's option, either
a one, two, three or six month period; provided that:       

           (i)  the initial Interest Period for any Eurodollar
Rate Loan shall commence on the Funding Date in respect     
of such Loan, in the case of a Loan initially made as a     
Eurodollar Rate Loan, or on the date specified in the       
applicable Notice of Conversion/Continuation, in the case   
of a Loan converted to a Eurodollar Rate Loan;              

            (ii)  in the case of immediately successive Interest
Periods applicable to a Eurodollar Rate Loan continued as   
such pursuant to a Notice of Conversion/Continuation, each  
successive Interest Period shall commence on the day on     
which the immediately preceding Interest Period expires;    

            (iii)  if an Interest Period would otherwise expire on a day
 that is not a Business Day, such Interest Period shall expire
on the next succeeding Business Day; provided that, if any  
Interest Period would otherwise expire on a day that is not 
a Business Day but is a day of the month after which no     
further Business Day occurs in such month, such Interest    
Period shall expire on the next preceding Business Day;     

         (iv)  any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which     
there is no numerically corresponding day in the calendar   
month at the end of such Interest Period) shall, subject to 
clause (v) of this Section 2.2B, end on the last Business   
Day of a calendar month;                                    

           (v)  no Interest Period with respect to any portion
of the Loans shall extend beyond the Maturity Date;         

           (vi) no Interest Period with respect to any portion
of the Loans shall extend beyond the date on which a        
permanent reduction of the Commitments is scheduled to      
occur unless the sum of (a) the aggregate principal amount  
of Loans that are Base Rate Loans plus (b) the aggregate    
principal amount of Loans that are Eurodollar Rate Loans    
with Interest Periods expiring on or before such date plus  
(c) the excess of the Commitments then in effect over the   
Total Utilization as of such date equals or exceeds the     
permanent reduction of the Commitments that is scheduled    
to occur on such date;                                      

            (vii)  there shall be no more than ten Interest Periods out-
standing at any time; and                                   

                  (viii)  in the event Borrower fails to specify an Interest
Period for any Eurodollar Rate Loan in the applicable       
Notice of Borrowing or Notice of Conversion/Continuation,   
Borrower shall be deemed to have selected an Interest       
Period of one month.                                        

         C.  Interest Payments.  Subject to the provisions
of Section 2.2E, interest on each Loan shall be payable in  
arrears on and to each Interest Payment Date applicable to  
that Loan, upon any prepayment of that Loan (to the extent  
accrued on the amount being prepaid) and at maturity        
(including final maturity); provided that in the event any  
Loans that are Base Rate Loans are prepaid pursuant to      
Section 2.4B(i), interest accrued on such Loans through the 
date of such prepayment shall be payable on the next        
succeeding Interest Payment Date applicable to Base Rate    
Loans (or, if earlier, at final maturity).                  

       D.  Conversion or Continuation.  Subject to the
provisions of Section 2.6, Borrower shall have the option at
any time (i) to convert all or any part of its outstanding  
Loans equal to $1,000,000 and integral multiples of         
$100,000 in excess of that amount from Loans bearing        
interest at a rate determined by reference to one basis to  
Loans bearing interest at a rate determined by reference to 
an alternative basis or (ii) upon the expiration of any     
Interest Period applicable to a Eurodollar Rate Loan, to    
continue all or any portion of such Loan equal to           
$1,000,000 and integral multiples of $100,000 in excess of  
that amount as a Eurodollar Rate Loan; provided, however,   
that a Eurodollar Rate Loan may only be converted into a    
Base Rate Loan on the expiration date of an Interest Period 
applicable thereto.                                         

      Subject to the next following paragraph,
Borrower shall deliver a Notice of Conversion/Continuation  
to Administrative Agent no later than 9:00 A.M. (Pacific    
time) at least one Business Day in advance of the proposed  
conversion date (in the case of a conversion to a Base Rate 
Loan) and at least three Business Days in advance of the    
proposed conversion/continuation date (in the case of a     
conversion to, or a continuation of, a Eurodollar Rate      
Loan).  A Notice of Conversion/Continuation shall specify   
(i) the proposed conversion/continuation date (which shall  
be a Business Day), (ii) the amount and type of the Loan to 
be converted/continued, (iii) the nature of the proposed    
 conversion/continuation, (iv) in the case of a conversion to,
or a continuation of, a Eurodollar Rate Loan, the requested 
 Interest Period, and (v) in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan, that no Default or 
Event of Default has occurred and is continuing.            

Unless Administrative Agent, in its sole and    
 absolute discretion, has notified Borrower to the contrary, a
Loan may be requested by telephone by a duly authorized     
officer or other Person authorized to borrow on behalf of   
Borrower, in which case Borrower shall confirm such         
request by delivering promptly a Notice of Borrowing with   
respect to such Loan in person or by telecopier to          
Administrative Agent.  Borrower and Lenders may enter a     
memorandum of understanding that sets forth specific        
procedures for such telephonic requests; if Lenders comply  
with the procedures set forth in such memorandum (or if no  
such memorandum is entered), neither Administrative         
Agent nor any Lender shall incur any liability to Borrower  
in acting upon any such telephonic notice that              
Administrative Agent believes in good faith to have been    
given by a duly authorized officer or other person          
authorized to act on behalf of Borrower or for otherwise    
acting in good faith under this Section 2.2D, and upon      
conversion or continuation of the applicable basis for      
determining the interest rate with respect to any Loans in  
accordance with this Agreement pursuant to any such         
telephonic notice Borrower shall have effected a conversion 
or continuation, as the case may be, hereunder.             

Except as otherwise provided in                   
Sections 2.6B, 2.6C and 2.6G, a Notice of Conversion/       
Continuation for conversion to, or continuation of, a       
Eurodollar Rate Loan (or telephonic notice in lieu thereof) 
shall be irrevocable on and after the related Interest Rate 
Determination Date, and Borrower shall be bound to effect   
a conversion or continuation in accordance therewith.       

  E.  Post-Maturity Interest.  Any principal
payments on the Loans not paid when due and, to the         
extent permitted by applicable law, any interest payments   
on the Loans or any fees or other amounts owed hereunder    
not paid when due, in each case whether at stated maturity, 
by notice of prepayment (which may be revoked by            
 Borrower to the extent such revocation will not result in the
incurrence of costs by Administrative Agent or any Lender   
or, if incurred, such costs are reimbursed by Borrower), by 
acceleration or otherwise, shall thereafter bear interest   
 (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws)        
payable on demand at a rate which is 2% per annum in        
excess of the interest rate otherwise payable under this    
Agreement with respect to the applicable Loans (or, in the  
case of any such fees and other amounts, at a rate which is 
2% per annum in excess of the interest rate otherwise       
payable under this Agreement for Base Rate Loans);          
provided that, in the case of Eurodollar Rate Loans, upon   
   the expiration of the Interest Period in effect at the time any
such increase in interest rate is effective such Eurodollar 
Rate Loans shall thereupon become Base Rate Loans and       
shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate        
otherwise payable under this Agreement for Base Rate        
Loans.  Payment or acceptance of the increased rates of     
 interest provided for in this Section 2.2E is not a permitted
alternative to timely payment and shall not constitute a    
waiver of any Event of Default or otherwise prejudice or    
limit any rights or remedies of Administrative Agent or any 
Lender.                                                     

      F. Computation of Interest and Fees.  Interest
on the Loans shall be computed (i) in the case of Base Rate 
Loans, on the basis of a 365-day or 366-day year, as the    
case may be, and (ii) in the case of Eurodollar Rate Loans, 
on the basis of a 360-day year, in each case for the actual 
number of days elapsed in the period during which it        
accrues.  Fees payable by Borrower under this Agreement     
shall be computed on the basis of a 360-day year for the    
actual number of days during which the fee accrues.  In     
computing interest on any Loan, the date of the making of   
such Loan or the first day of an Interest Period applicable 
to such Loan or, with respect to a Base Rate Loan being     
converted from a Eurodollar Rate Loan, the date of          
conversion of such Eurodollar Rate Loan to such Base Rate   
Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest  
Period applicable to such Loan or, with respect to a Base   
Rate Loan being converted to a Eurodollar Rate Loan, the    
date of conversion of such Base Rate Loan to such           
Eurodollar Rate Loan, as the case may be, shall be          
excluded; provided that if a Loan is repaid on the same day 
 on which it is made, one day's interest shall be paid on that
Loan.                                                       

2.3  Fees.                                                  

    A.  Commitment Fees.  Borrower agrees to pay
to Administrative Agent, for distribution to each Lender in 
proportion to that Lender's Pro Rata Share, commitment      
fees for the period from and including the Closing Date to  
and excluding the Maturity Date equal to: the average of    
the daily excess of the Maximum Availability over the       
Total Utilization multiplied by the Applicable Commitment   
Fee Rate, provided that for purposes of calculating         
commitment fees hereunder, the Swing Line Obligations       
shall not be included in Total Utilization.  These          
commitment fees shall be payable quarterly in arrears on    
each March 31, June 30, September 30 and December 31,       
commencing on the first such date to occur after the        
Closing Date, and on the Maturity Date.                     

B.  Arrangement Fee and Servicing Fee.  
Borrower agrees to pay to Administrative Agent a non-       
refundable arrangement fee and a non-refundable servicing   
fee, payable in amounts set forth in the Fee Letter.        

    C. Amendment Fee.  Borrower agrees to pay to
each Lender a non-refundable amendment fee in an amount     
equal to such Lender's allocated Commitment times 10.0      
basis points.                                               

2.4       Prepayments and Reductions in                     
                     Commitments; General Provisions Regarding
Payments.           

    A. Scheduled Reductions of Commitments.  The
Commitments shall be permanently reduced on each            
Reduction Date occurring during a period set forth below in 
the amount set forth opposite that period:                  

Reduction Dates During       Amount     

March 31, 1998 through                  
December 31, 2000                       
                        $4,250,000

March 31, 2001 through                  
December 31, 2002                       
                        $5,500,000

March 31, 2003                          
                        $6,000,000

June 30, 2003                           
                          $129,000,000

provided that the scheduled reductions of the Commitments   
set forth above shall be (i) reduced in connection with any 
voluntary or mandatory reductions of the Commitments in     
accordance with Section 2.4B(iv) and (ii) accelerated to the
extent acceleration of the Loans occurs pursuant to         
Section 8.20B.                                              

B.  Prepayments and Unscheduled Reductions in             
Commitments.                                                

(i)  Voluntary Prepayments.  Borrower may, upon not       
less than one Business Day's prior written or telephonic    
notice, in the case of Base Rate Loans, and three Business  
Days' prior written or telephonic notice, in the case of    
Eurodollar Rate Loans, in each case given to                
Administrative Agent by 9:00 A.M. (Pacific time) on the     
date required and, if given by telephone, promptly          
confirmed in writing to Administrative Agent (which         
original written or telephonic notice Administrative Agent  
will promptly transmit by telefacsimile or telephone to each
Lender), at any time and from time to time prepay any       
Loans on any Business Day in whole or in part in an aggre-  
gate minimum amount of $1,000,000 and integral multiples    
of $100,000 in excess of that amount; provided, however,    
that the payment of any Eurodollar Rate Loan on a date      
   other than the last day of the related Interest Period shall be
subject to Section 2.6D.  Notice of prepayment having been  
given as aforesaid, the principal amount of the Loans       
specified in such notice shall become due and payable on    
the prepayment date specified therein; provided that such   
notice may be revoked by Borrower to the extent such        
revocation will not result in the incurrence of costs by    
Administrative Agent or any Lender or, if incurred, such    
costs are reimbursed by Borrower.  Any such voluntary       
prepayment shall be applied as specified in                 
Section 2.4B(iv).                                           

(ii)  Voluntary Reductions of Commitments.  Borrower      
may, upon not less than three Business Days' prior written  
or telephonic notice confirmed in writing to Administrative 
Agent (which original written or telephonic notice          
Administrative Agent will promptly transmit by              
telefacsimile or telephone to each Lender), at any time and 
from time to time terminate in whole or permanently reduce  
in part, without premium or penalty, the Commitments in     
an amount up to the amount by which the Commitments         
exceed the Total Utilization at the time of such proposed   
termination or reduction; provided that any such partial    
reduction of the Commitments shall be in an aggregate       
minimum amount of $1,000,000 and integral multiples of      
$100,000 in excess of that amount.  Borrower's notice to    
Administrative Agent shall designate the date (which shall  
be a Business Day) of such termination or reduction and the 
amount of any partial reduction, and such termination or    
reduction of the Commitments shall be effective on the date 
specified in Borrower's notice and shall reduce the         
Commitment of each Lender proportionately to its Pro Rata   
Share.  Any such voluntary reduction of the Commitments     
shall be applied as specified in Section 2.4B(iv).          

(iii)  Mandatory Prepayments and Mandatory Reductions     
of Commitments.                                             

(a)  Prepayments and Reductions Due to Reversion of       
                 Surplus Assets of Pension Plans.  On the date of return
               to Borrower or any of its Subsidiaries of any surplus
                   assets of any pension plan (as defined in Section 3(2) of
                 ERISA) of Borrower or any of its Subsidiaries, Borrower
              shall prepay the Loans, and the Commitments shall be
            permanently reduced, in an amount equal to 100% of
                    such returned surplus assets, net of transaction costs and
               expenses incurred in obtaining such return, including
                  incremental taxes payable as a result thereof.  Any such
    mandatory prepayments or reductions of the
      Commitments shall be applied as specified in
Section 2.4B(iv).                     

(b)  Prepayments Due to Reductions or Restrictions of     
              Commitments.  Borrower shall prepay the Loans to the
                     extent necessary so that the Total Utilization shall not at
         any time exceed the Commitments then in effect.
                Borrower shall make any prepayment required under this
                    Section 2.4B(iii)(b) within three (3) Business Days of the
                earlier of (x) the date on which any Senior Officer of
                    Borrower learns that such excess exists or (y) the date on
                which Borrower receives written notice from any Lender
                that a payment is due under this Section 2.4B(iii)(b).
            Any such mandatory prepayments shall be applied as
specified in Section 2.4B(iv).        

(iv) Application of Prepayments and Unscheduled             
Reductions of Commitments.                                  

(a)  Application of Prepayments to Base Rate Loans and    
             Eurodollar Rate Loans.  Any prepayment of the Loans
               shall be applied first to Base Rate Loans to the full
              extent thereof before application to Eurodollar Rate
             Loans, in each case in a manner which minimizes the
       amount of any payments required to be made by
Borrower pursuant to Section 2.6D.    

(b)  Application of Unscheduled Reductions of             
               Commitments.  Any voluntary or mandatory reduction of
         the Commitments pursuant to Section 2.4B(ii) or
               2.4B(iii) shall be applied to ratably reduce the then
  remaining Scheduled Facility Reductions.

C.    General Provisions Regarding Payments.                

(i)  Manner and Time of Payment.  All payments by           
Borrower of principal, interest, fees and other Obligations 
hereunder and under the Notes shall be made in Dollars in   
same day funds, without defense, set-off or counterclaim,   
free of any restriction or condition, and delivered to      
Administrative Agent not later than 11:00 A.M. (Pacific     
time) on the date due at the Funding and Payment Office     
for the account of Lenders; funds received by               
Administrative Agent after that time on such due date shall 
be deemed to have been paid by Borrower on the next         
succeeding Business Day.  Borrower hereby authorizes        
Administrative Agent to charge its accounts with            
Administrative Agent upon the occurrence and during the     
continuance of an Event of Default, in order to cause timely
payment to be made to Administrative Agent of all           
 principal, interest, fees and expenses due hereunder (subject
to sufficient funds being available in its accounts for that
purpose) and after such a charge is made on sufficient funds
 available, payment of principal, interest and fees under this
Section 2.4C shall be deemed to have been made; provided    
however that until such occurrence and continuance of an    
Event of Default Administrative Agent shall not charge      
Borrower's accounts with Administrative Agent until receipt 
by Administrative Agent of written authorization from       
Borrower in accordance with the provisions of               
Section 10.8.                                               

 (ii)  Application of Payments to Principal and Interest.  All
payments in respect of the principal amount of any Loan     
shall include payment of accrued interest on the principal  
amount being repaid or prepaid, and all such payments shall 
be applied to the payment of interest before application to 
principal.                                                  

(iii)  Apportionment of Payments.  Aggregate principal and  
interest payments shall be apportioned among all out-       
standing Loans to which such payments relate, in each case  
proportionately to Lenders' respective Pro Rata Shares.     
Administrative Agent shall promptly distribute to each      
Lender, at its primary address set forth below its name on  
the appropriate signature page hereof or at such other      
address as such Lender may request, its Pro Rata Share of   
all such payments received by Administrative Agent and the  
commitment fees of such Lender when received by             
Administrative Agent pursuant to Section 2.3.               
Notwithstanding the foregoing provisions of this            
Section 2.4C(iii), if, pursuant to the provisions of        
Section 2.6C, any Notice of Conversion/Continuation is      
withdrawn as to any Affected Lender or if any Affected      
Lender makes Base Rate Loans in lieu of its Pro Rata Share  
of any Eurodollar Rate Loans, Administrative Agent shall    
give effect thereto in apportioning payments received       
thereafter.                                                 

(iv)  Payments on Business Days.  Whenever any payment      
to be made hereunder shall be stated to be due on a day     
that is not a Business Day, such payment shall be made on   
the next succeeding Business Day and such extension of      
time shall be included in the computation of the payment of 
interest hereunder or of the commitment fees hereunder, as  
the case may be.                                            

(v)  Notation of Payment.  Each Lender agrees that before   
disposing of any Note held by it, or any part thereof (other
than by granting participations therein), that Lender will  
make a notation thereon of all Loans evidenced by that      
Note and all principal payments previously made thereon     
and of the date to which interest thereon has been paid;    
provided that the failure to make (or any error in the      
making of) a notation of any Loan made under such Note      
shall not limit or otherwise affect the obligations of any  
Loan Party hereunder or under such Note with respect to     
any Loan or any payments of principal or interest on such   
Note.                                                       

2.5  Use of Proceeds.                                       

A.    The proceeds of the Loans, together with other        
funds available to Borrower, shall be applied by Borrower   
(i) on the Closing Date, to refinance the obligations under 
the Existing Credit Agreement and to repay the              
Subordinated Obligations to Circus described in Section     
7.5(i), and (ii) thereafter, to fund distributions permitted
under Section 7.5 to the General Partners, for working      
capital and other general business purposes.                

B.    Margin Regulations.  No portion of the proceeds       
of any borrowing under this Agreement shall be used by      
Borrower or any of its Subsidiaries in any manner that      
might cause the borrowing or the application of such        
proceeds to violate Regulation G, Regulation U, Regulation  
T or Regulation X of the Board of Governors of the          
Federal Reserve System or any other regulation of such      
Board or to violate the Exchange Act, in each case as in    
effect on the date or dates of such borrowing and such use  
of proceeds.                                                

2.6   Special Provisions Governing Eurodollar Rate          
Loans.                      

Notwithstanding any other provision of this     
Agreement to the contrary, the following provisions shall   
govern with respect to Eurodollar Rate Loans as to the      
matters covered:                                            

A.   Determination of Applicable Interest Rate.  As       
soon as practicable after 9:00 A.M. (Pacific time) on each  
Interest Rate Determination Date, Administrative Agent      
shall determine (which determination shall, absent manifest 
 error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar Rate Loans 
for which an interest rate is then being determined for the 
applicable Interest Period and shall promptly give notice   
thereof (in writing or by telephone confirmed in writing) to
Borrower and each Lender.                                   

B.   Inability to Determine Applicable Interest Rate.     
In the event that Administrative Agent shall have           
determined (which determination shall be final and          
conclusive and binding upon all parties hereto), on any     
Interest Rate Determination Date with respect to any        
Eurodollar Rate Loans, that by reason of circumstances      
affecting the interbank Eurodollar market adequate and fair 
means do not exist for ascertaining the interest rate       
applicable to such Loans on the basis provided for in the   
definition of Adjusted Eurodollar Rate, Administrative      
Agent shall on such date give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and each        
Lender of such determination, whereupon (i) no Loans may    
be made as, or converted to, Eurodollar Rate Loans until    
such time as Administrative Agent notifies Borrower and     
Lenders that the circumstances giving rise to such notice no
longer exist and (ii) any Notice of Borrowing or Notice of  
Conversion/Continuation given by Borrower with respect to   
the Loans in respect of which such determination was made   
shall be deemed to be rescinded by Borrower.                

C.   Illegality or Impracticability of Eurodollar Rate    
Loans.  In the event that on any date any Lender shall have 
determined (which determination shall be final and          
conclusive and binding upon all parties hereto but shall be 
made only after consultation with Borrower and              
Administrative Agent) that the making, maintaining or       
continuation of its Eurodollar Rate Loans (i) has become    
unlawful as a result of compliance by such Lender in good   
faith with any law, treaty, governmental rule, central bank 
directive, regulation, guideline or order (or would conflict
with any such treaty, governmental rule, regulation,        
guideline or order not having the force of law even though  
the failure to comply therewith would not be unlawful) or   
(ii) has become impracticable, or would cause such Lender   
material hardship, as a result of contingencies occurring   
after the date of this Agreement which materially and       
adversely affect the interbank Eurodollar market or the     
position of such Lender in that market, then, and in any    
such event, such Lender shall be an "Affected Lender" and   
it shall on that day give notice (by telefacsimile or by    
telephone confirmed in writing) to Borrower and             
Administrative Agent of such determination (which notice    
Administrative Agent shall promptly transmit to each other  
Lender).  Thereafter (a) the obligation of the Affected     
Lender to make Loans as, or to convert Loans to,            
Eurodollar Rate Loans shall be suspended until such notice  
shall be withdrawn by the Affected Lender, (b) to the       
extent such determination by the Affected Lender relates to 
a Eurodollar Rate Loan then being requested by Borrower     
pursuant to a Notice of Borrowing or a Notice of            
Conversion/Continuation, the Affected Lender shall make     
such Loan as (or convert such Loan to, as the case may be)  
a Base Rate Loan, (c) the Affected Lender's obligation to   
maintain its outstanding Eurodollar Rate Loans (the         
 "Affected Loans") shall be terminated at the earlier to occur
of the expiration of the Interest Period then in effect with
respect to the Affected Loans or when required by law, and  
(d) the Affected Loans shall automatically convert into Base
Rate Loans on the date of such termination.                 
Notwithstanding the foregoing, to the extent a determination
by an Affected Lender as described above relates to a       
Eurodollar Rate Loan then being requested by Borrower       
pursuant to a Notice of Borrowing or a Notice of            
Conversion/Continuation, Borrower shall have the option,    
subject to the provisions of Section 2.6D, to rescind such  
Notice of Borrowing or Notice of Conversion/Continuation    
as to all Lenders by giving notice (by telefacsimile or by  
telephone confirmed in writing) to Administrative Agent of  
such rescission on the date on which the Affected Lender    
gives notice of its determination as described above (which 
notice of rescission Administrative Agent shall promptly    
transmit to each other Lender).  Except as provided in the  
immediately preceding sentence, nothing in this             
Section 2.6C shall affect the obligation of any Lender other
than an Affected Lender to make or maintain Loans as, or    
to convert Loans to, Eurodollar Rate Loans in accordance    
with the terms of this Agreement.                           

D.   Compensation For Breakage or Non-                    
Commencement of Interest Periods.  Borrower shall           
compensate each Lender, upon written request by that        
Lender (which request shall set forth the basis for request-
ing such amounts), for all reasonable losses, expenses and  
    liabilities (including, without limitation, any interest paid by
that Lender to lenders of funds borrowed by it to make or   
carry its Eurodollar Rate Loans and any loss, expense or    
liability sustained by that Lender in connection with the   
liquidation or re-employment of such funds) which that      
Lender may sustain: (i) if for any reason (other than a     
default by that Lender) a borrowing of any Eurodollar Rate  
Loan does not occur on a date specified therefor in a Notice
of Borrowing or a telephonic request for borrowing, or a    
conversion to or continuation of any Eurodollar Rate Loan   
does not occur on a date specified therefor in a Notice of  
Conversion/Continuation or a telephonic request for conver- 
sion or continuation, (ii) if any prepayment or other       
principal payment or any conversion of any of its           
Eurodollar Rate Loans occurs on a date prior to the last day
of an Interest Period applicable to that Loan, (iii) if any 
prepayment of any of its Eurodollar Rate Loans is not made  
on any date specified in a notice of prepayment given by    
Borrower, or (iv) as a consequence of any other default by  
Borrower in the repayment of its Eurodollar Rate Loans      
when required by the terms of this Agreement.               

E.   Booking of Eurodollar Rate Loans.  Any Lender        
may make, carry or transfer Eurodollar Rate Loans at, to,   
 or for the account of any of its branch offices or the office
of an Affiliate of that Lender.                             

F.   Assumptions Concerning Funding of Eurodollar         
Rate Loans.  Calculation of all amounts payable to a        
Lender under this Section 2.6 and under Section 2.7A shall  
be made as though that Lender had actually funded each of   
its relevant Eurodollar Rate Loans through the purchase of  
a Eurodollar deposit bearing interest at the rate obtained  
pursuant to clause (i) of the definition of Adjusted        
Eurodollar Rate in an amount equal to the amount of such    
Eurodollar Rate Loan and having a maturity comparable to    
 the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of that Lender to
a domestic office of that Lender in the United States of    
America; provided, however, that each Lender may fund       
each of its Eurodollar Rate Loans in any manner it sees fit 
and the foregoing assumptions shall be utilized only for the
purposes of calculating amounts payable under this          
Section 2.6 and under Section 2.7A.                         

G.   Eurodollar Rate Loans After Default.  After the      
occurrence of and during the continuation of a Default or   
an Event of Default, (i) Borrower may not elect to have a   
Loan be made or maintained as, or converted to, a           
Eurodollar Rate Loan after the expiration of any Interest   
Period then in effect for that Loan and (ii) subject to the 
provisions of Section 2.6D, any Notice of Borrowing or      
Notice of Conversion/Continuation given by Borrower with    
respect to a requested borrowing or conversion/continuation 
that has not yet occurred shall be deemed to be rescinded   
by Borrower.                                                

2.7   Increased Costs; Taxes; Capital Adequacy.             

A.   Compensation for Increased Costs and Taxes.          
Subject to the provisions of Section 2.7B, in the event that
any Lender shall determine (which determination shall,      
absent manifest error, be final and conclusive and binding  
upon all parties hereto) that any law, treaty or governmen- 
  tal rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof       
(including the introduction of any new law, treaty or       
governmental rule, regulation or order), or any             
determination of a court or governmental authority, in each 
case that becomes effective after the date hereof, or       
compliance by such Lender with any guideline, request or    
 directive issued or made after the date hereof by any central
bank or other governmental or quasi-governmental authority  
(whether or not having the force of law):                   

  (i)  subjects such Lender (or its applicable lending office)
to any additional Tax (other than any Tax on the overall net
income of such Lender) with respect to this Agreement or    
any of its obligations hereunder or any payments to such    
Lender (or its applicable lending office) of principal,     
interest, fees or any other amount payable hereunder;       

(ii) imposes, modifies or holds applicable any reserve    
(including without limitation any marginal, emergency,      
supplemental, special or other reserve), special deposit,   
compulsory loan, FDIC insurance or similar requirement      
  against assets held by, or deposits or other liabilities in or
for the account of, or advances or loans by, or other credit
extended by, or any other acquisition of funds by, any      
office of such Lender (other than any such reserve or other 
requirements with respect to Eurodollar Rate Loans that are 
reflected in the definition of Adjusted Eurodollar Rate); or

 (iii)  imposes any other condition (other than with respect
to a Tax matter) on or affecting such Lender (or its        
  applicable lending office) or its obligations hereunder or the
interbank Eurodollar market;                                

  and the result of any of the foregoing is to increase the cost
to such Lender of agreeing to make, making or maintaining   
Loans hereunder or to reduce any amount received or         
receivable by such Lender (or its applicable lending office)
with respect thereto; then, in any such case, Borrower shall
promptly pay to such Lender, upon receipt of the statement  
referred to in the next sentence, such additional amount or 
amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender 
in its sole discretion shall determine) as may be necessary 
to compensate such Lender for any such increased cost or    
reduction in amounts received or receivable hereunder.      
Such Lender shall deliver to Borrower (with a copy to       
Administrative Agent) a written statement, setting forth in 
reasonable detail the basis for calculating the additional  
amounts owed to such Lender under this Section 2.7A,        
which statement shall be conclusive and binding upon all    
parties hereto absent manifest error.                       

B.   Withholding of Taxes.                                

(i)  Payments to Be Free and Clear.  All sums payable     
by Borrower under this Agreement and the other Loan         
Documents shall be paid free and clear of and (except to    
the extent required by law) without any deduction or        
withholding on account of any Tax (other than a Tax on the  
overall net income of any Lender) imposed, levied,          
collected, withheld or assessed by or within the United     
States of America or any political subdivision in or of the 
United States of America or any other jurisdiction from or  
to which a payment is made by or on behalf of Borrower or   
by any federation or organization of which the United       
States of America or any such jurisdiction is a member at   
the time of payment.                                        

(ii)  Grossing-up of Payments.  If Borrower or any other  
Person is required by law to make any deduction or          
withholding on account of any such Tax (other than a Tax    
on the overall net income of any Lender) from any sum       
paid or payable by Borrower to Administrative Agent or      
any Lender under any of the Loan Documents:                 

(a)  Borrower shall notify Administrative Agent of any    
                such requirement or any change in any such requirement
  as soon as Borrower becomes aware of it;

(b)  Borrower shall pay any such Tax (other than a Tax    
                  on the overall net income of any Lender) before the date
               on which penalties attach thereto, such payment to be
                   made (if the liability to pay is imposed on Borrower) for
             its own account or (if that liability is imposed on
              Administrative Agent or such Lender, as the case may
                  be) on behalf of and in the name of Administrative Agent
or such Lender;                       

(c)  the sum payable by Borrower in respect of which the  
                relevant deduction, withholding or payment is required
                    shall be increased to the extent necessary to ensure that,
            after the making of that deduction, withholding or
              payment, Administrative Agent or such Lender, as the
                  case may be, receives on the due date a net sum equal to
            what it would have received had no such deduction,
           withholding or payment been required or made; and

(d)  within 30 days after paying any sum from which it    
                  is required by law to make any deduction or withholding,
                 and within 30 days after the due date of payment of any
              Tax which it is required by clause (b) above to pay,
                 Borrower shall deliver to Administrative Agent evidence
            satisfactory to the other affected parties of such
                 deduction, withholding or payment and of the remittance
            thereof to the relevant taxing or other authority;

(iii)  Evidence of Exemption from U.S. Withholding Tax.     

(a)  Each Lender that is organized under the laws of any  
                   jurisdiction other than the United States or any state or
                   other political subdivision thereof (for purposes of this
                Section 2.7B(iii), a "Non-US Lender") shall deliver to
               Administrative Agent for transmission to Borrower, on
                  or prior to the Closing Date (in the case of each Lender
                     listed on the signature pages hereof) or on the date of the
             Assignment Agreement pursuant to which it becomes a
                Lender (in the case of each other Lender), and at such
                 other times as may be necessary in the determination of
       Borrower or Administrative Agent (each in the
                  reasonable exercise of its discretion), (1) two original
              copies of Internal Revenue Service Form 1001 or 4224
               (or any successor forms), properly completed and duly
          executed by such Lender, together with any other
                  certificate or statement of exemption required under the
         Internal Revenue Code or the regulations issued
                    thereunder to establish that such Lender is not subject to
                  deduction or withholding of United States federal income
            tax with respect to any payments to such Lender of
                  principal, interest, fees or other amounts payable under
                any of the Loan Documents or (2) if such Lender is not
                 a "bank" or other Person described in Section 881(c)(3)
                of the Internal Revenue Code and cannot deliver either
                Internal Revenue Service Form 1001 or 4224 pursuant to
            clause (1) above, a Certificate re Non-Bank Status
               together with two original copies of Internal Revenue
            Service Form W-8 (or any successor form), properly
              completed and duly executed by such Lender, together
              with any other certificate or statement of exemption
         required under the Internal Revenue Code or the
              regulations issued thereunder to establish that such
              Lender is not subject to deduction or withholding of
              United States federal income tax with respect to any
                  payments to such Lender of interest payable under any of
the Loan Documents.                   

(b)  Each Lender required to deliver any forms,           
               certificates or other evidence with respect to United
                   States federal income tax withholding matters pursuant to
               Section 2.7B(iii)(a) hereby agrees, from time to time
                  after the initial delivery by such Lender of such forms,
                  certificates or other evidence, whenever a lapse in time
        or change in circumstances renders such forms,
                  certificates or other evidence obsolete or inaccurate in
                any material respect, such Lender shall (1) deliver to
               Administrative Agent for transmission to Borrower two
              new original copies of Internal Revenue Service Form
               1001 or 4224, or a Certificate re Non-Bank Status and
              two original copies of Internal Revenue Service Form
              W-8, as the case may be, properly completed and duly
          executed by such Lender, together with any other
                    certificate or statement of exemption required in order to
                 confirm or establish that such Lender is not subject to
                  deduction or withholding of United States federal income
               tax with respect to payments to such Lender under the
  Loan Documents or (2) immediately notify
               Administrative Agent and Borrower of its inability to
                 deliver any such forms, certificates or other evidence.

(c)  Borrower shall not be required to pay any additional 
         amount to any Non-US Lender under clause (c) of
              Section 2.7B(ii) if such Lender shall have failed to
                    satisfy the requirements of Section 2.7B(iii)(a); provided
                    that if such Lender shall have satisfied such requirements
                   on the Closing Date (in the case of each Lender listed on
           the signature pages hereof) or on the date of the
            Assignment Agreement pursuant to which it became a
                    Lender (in the case of each other Lender), nothing in this
            Section 2.7B(iii)(c) shall relieve Borrower of its
              obligation to pay any additional amounts pursuant to
             clause (c) of Section 2.7B(ii) in the event that, as a result
        of any change in any applicable law, treaty or
                  governmental rule, regulation or order, or any change in
                    the interpretation, administration or application thereof,
               such Lender is no longer properly entitled to deliver
                    forms, certificates or other evidence at a subsequent date
                  establishing the fact that such Lender is not subject to
           withholding as described in Section 2.7B(iii)(a).

C.    Capital Adequacy Adjustment.  If any Lender           
shall have determined that the adoption, effectiveness,     
phase-in or applicability after the date hereof of any law, 
rule or regulation (or any provision thereof) regarding     
 capital adequacy, or any change therein or in the interpreta-
tion or administration thereof by any governmental          
authority, central bank or comparable agency charged with   
the interpretation or administration thereof, or compliance 
by any Lender (or its applicable lending office) with any   
guideline, request or directive regarding capital adequacy  
(whether or not having the force of law) of any such        
governmental authority, central bank or comparable agency,  
has or would have the effect of reducing the rate of return 
on the capital of such Lender or any corporation controlling
such Lender as a consequence of, or with reference to, such 
Lender's Loans or Commitment or Letters of Credit or        
participations therein or other obligations hereunder with  
respect to the Loans or the Letters of Credit to a level    
below that which such Lender or such controlling corpora-   
tion could have achieved but for such adoption,             
effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or   
such controlling corporation with regard to capital         
adequacy), then from time to time, within five Business     
Days after receipt by Borrower from such Lender of the      
statement referred to in the next sentence, Borrower shall  
pay to such Lender such additional amount or amounts as     
will compensate such Lender or such controlling             
corporation on an after-tax basis for such reduction. Such  
Lender shall deliver to Borrower (with a copy to            
Administrative Agent) a written statement, setting forth in 
reasonable detail the basis of the calculation of such      
additional amounts, which statement shall be conclusive and 
binding upon all parties hereto absent manifest error.      

2.8   Obligation of Lenders and Issuing Lender to           
Mitigate.                                                   

Each Lender and Issuing Lender agrees that, as  
promptly as practicable after the officer of such Lender or 
Issuing Lender responsible for administering the Loans or   
Letters of Credit of such Lender or Issuing Lender, as the  
case may be, becomes aware of the occurrence of an event    
or the existence of a condition that would cause such       
Lender to become an Affected Lender or that would entitle   
such Lender or Issuing Lender to receive payments under     
Section 2.7 or Section 3.6, it will, to the extent not      
inconsistent with the internal policies of such Lender or   
Issuing Lender and any applicable legal or regulatory       
 restrictions, use reasonable efforts (i) to make, issue, fund
or maintain the Commitment of such Lender or the affected   
Loans or Letters of Credit of such Lender or Issuing        
Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other      
measures as such Lender or Issuing Lender may deem          
reasonable, if as a result thereof the circumstances which  
would cause such Lender to be an Affected Lender would      
cease to exist or the additional amounts which would        
otherwise be required to be paid to such Lender or Issuing  
Lender pursuant to Section 2.7 or Section 3.6 would be      
materially reduced and if, as determined by such Lender or  
Issuing Lender in its sole discretion, the making, issuing, 
funding or maintaining of such Commitment or Loans or       
Letters of Credit through such other lending or letter of   
credit office or in accordance with such other measures, as 
the case may be, would not otherwise materially adversely   
affect such Commitment or Loans or Letters of Credit or     
the interests of such Lender or Issuing Lender; provided    
that such Lender or Issuing Lender will not be obligated to 
  utilize such other lending or letter of credit office pursuant
to this Section 2.8 unless Borrower agrees to pay all       
incremental expenses incurred by such Lender or Issuing     
   Lender as a result of utilizing such other lending or letter of
  credit office as described in clause (i) above.  A certificate
as to the amount of any such expenses payable by Borrower   
pursuant to this Section 2.8 (setting forth in reasonable   
detail the basis for requesting such amount) submitted by   
such Lender or Issuing Lender to Borrower (with a copy to   
Administrative Agent) shall be conclusive absent manifest   
error.                                                      

2.9    Termination of Make-Well Agreement.  It is           
acknowledged that, during the period from December 31,      
2000 through December 31, 2001, Circus shall have the       
option to elect to terminate the Make-Well Agreement        
pursuant to Section 2.14 thereof if all the following       
conditions have been satisfied:                             

   (i)  on the last day of each of the two most recent
                     Fiscal Quarters for which financial statements of
                    Borrower have been delivered pursuant to Section
                5.1, the Stand-Alone Leverage Ratio shall be
3.00:1.00 or less;          

(ii)  for each of the two most recent Fiscal    
              Quarters for which financial statements of
                    Borrower have been delivered pursuant to Section
                    5.1, the Stand-Alone Coverage Ratio for the four
                   consecutive Fiscal Quarters then ended shall be
not less than 1.25:1.00;    

(iii)  no Event of Default or Default shall have
   occurred and be continuing; and

  (iv)  Circus shall not be in default in any of its
           monetary agreements under the Make-Well
Agreement.                  

Borrower acknowledges that termination of the Make-Well     
Agreement under such circumstances shall be at the option   
of Circus, and that any such termination will result in     
higher interest rates and more restrictive covenants        
hereunder, as set forth herein.                             

2.10  Swing Line.  (A)  Subject to the terms and
conditions set forth herein, from the Closing Date through  
the day prior to the Maturity Date, the Swing Line Lender   
shall make Swing Line Loans to Borrower in such amounts     
as it may request which do not result in the Total          
Utilization being in excess of the then effective           
Commitments, provided that (i) after giving effect to each  
Swing Line Loan, the Swing Line Outstandings shall not      
exceed $10,000,000, (ii) without the consent of all of the  
Lenders, no Swing Line Loan may be made during the          
continuation of a Default or Event of Default and (iii) the 
Swing Line Lender has not given at least twenty-four        
hours prior notice to Borrower that availability under the  
Swing Line is suspended or terminated.  Each request for a  
Swing Line Loan shall constitute a representation by        
Borrower that each of the representations and warranties set
 forth herein are true and correct, to the extent set forth in
Section 4.2(b).  Borrower may borrow, repay and reborrow    
under this Section.  Unless notified to the contrary by the 
Swing Line Lender, borrowings under the Swing Line may      
be made in amounts which are integral multiples of          
$100,000 upon telephonic request by a Senior Officer of     
Borrower made to the Administrative Agent not later than    
1:00 p.m., Pacific time, on the Banking Day of the          
requested borrowing (which telephonic request shall be      
promptly confirmed in writing by telecopier), provided that 
if the requested Swing Line Loan is to be credited to an    
account which is not with the Swing Line Lender, the        
request must be submitted by 11:30 a.m., Pacific time.      
Promptly after receipt of such a request for borrowing, the 
Administrative Agent shall provide telephonic verification  
to the Swing Line Lender that, after giving effect to such  
request, the Total Utilization will not exceed the then     
effective Commitments (and such verification shall be       
promptly confirmed in writing by telecopier).  Unless       
notified to the contrary by the Swing Line Lender, each     
repayment of a Swing Line Loan shall be in an amount        
which is an integral multiple of $100,000.  If Borrower     
instructs the Swing Line Lender to debit its demand deposit 
account at the Swing Line Lender in the amount of any       
payment with respect to a Swing Line Loan, or the Swing     
Line Lender otherwise receives repayment, after 3:00 p.m.,  
Pacific time, on a Banking Day, such payment shall be       
deemed received on the next Banking Day.  The Swing         
Line Lender shall promptly notify the Administrative Agent  
of the Swing Loan Outstandings each time there is a change  
   therein or if  it suspends or terminates availability under the
Swing Line.                                                 

(B)  Swing Line Loans shall bear interest at a  
fluctuating rate per annum equal to the Base Rate.  Interest
shall be payable on such dates, not more frequent than      
monthly, as may be specified by the Swing Line Lender       
and in any event on the Maturity Date.  The Swing Line      
Lender shall be responsible for invoicing Borrower for such 
 interest.  Interest payable on Swing Line Loans is solely for
the account of the Swing Line Lender (subject to clause (D) 
below).                                                     

(C)  The Swing Line Loans shall be payable      
within five (5) Banking Days after demand made by the       
Swing Line Lender and in any event on the Maturity Date     
or any earlier date when all other Obligations are due.     

(D)  Upon the making of a Swing Line Loan in    
accordance with Section 2.10(A), each Lender shall be       
deemed to have purchased from the Swing Line Lender a       
participation therein in an amount equal to that Lender's   
Pro Rata Share times the amount of the Swing Line Loan.     
Upon demand made by the Swing Line Lender through the       
Administrative Agent, each Lender shall, according to its   
Pro Rata Share, promptly provide to the Swing Line Lender   
its purchase price therefor in an amount equal to its       
participation therein.  The obligation of each Lender to so 
provide its purchase price to the Swing Line Lender shall   
be absolute and unconditional (subject only to the making of
a demand upon that Lender by the Swing Line Lender) and     
shall not be affected by the occurrence of a Default or     
Event of Default; provided that no Lender shall be          
obligated to purchase its Pro Rata Share of (i) Swing Line  
Loans to the extent that Swing Line Outstandings are in     
excess of $10,000,000 or to the extent that the making of   
such Swing Line Loan results in the Total Utilization being 
in excess of the then effective Commitments, or (ii) any    
Swing Line Loan is made (absent the consent of all of the   
Lenders) during the continuation of any Default or Event of 
Default.  Each Lender that has provided to the Swing Line   
Lender the purchase price due for its participation in Swing
Line Loans shall thereupon acquire a pro rata participation,
to the extent of such payment, in the claim of the Swing    
Line Lender against Borrower for principal and interest and 
shall share, in accordance with that pro rata participation,
in any principal payment made by Borrower with respect to   
such claim and in any interest payment made by Borrower     
(but only with respect to periods subsequent to the date    
such Lender paid the Swing Line Lender its purchase price)  
with respect to such claim.                                 

  (E)  In the event that the Swing Line Outstandings
are (a) outstanding five consecutive Banking Days, or (b)   
the Swing Line Outstandings are in excess of $5,000,000     
for three Banking Days, then (unless Borrower has made      
other arrangements acceptable to the Swing Line Lender to   
pay the Swing Line Outstandings in full), on the next       
Banking Day, Borrower shall request a Loan pursuant to      
Section 2.1 which is sufficient to pay the Swing Line       
Outstandings in full.  In addition, upon any demand for     
payment of the Swing Line Outstandings by the Swing Line    
Lender (unless Borrower has made other arrangements         
acceptable to the Swing Line Lender to reduce the Swing     
Line Outstandings to $0), Borrower shall request a Loan     
pursuant to Section 2.1 which is sufficient to repay all    
Swing Line Outstandings (and, for this purpose, the         
conditions precedent to the making of Loans shall not       
apply).   In each case, the Administrative Agent shall      
automatically provide the Loans made by each Lender to      
the Swing Line Lender (which the Swing Line Lender shall    
then apply to the Swing Line Outstandings).  In the event   
that Borrower fails to request a Loan within the time speci-
fied by Section 2.1B on any such date, the Administrative   
Agent may, but is not required to, without notice to or the 
consent of Borrower, cause Loans to be made by the          
Lenders under their Commitments in amounts which are        
sufficient to reduce the Swing Line Outstandings as         
required above.  The conditions precedent set forth in      
Section 4 shall not apply to Loans made pursuant to the     
three preceding sentences but the Lenders shall not be      
obligated to make such Loans to the extent that the         
   conditions set forth in Section 2.10(A)(i), (ii) and (iii) were
not satisfied as to any Swing Line Loan which is part of    
such Swing Line Outstandings.  The proceeds of such         
Loans shall be paid directly to the Swing Line Lender for   
   application to the Swing Line Outstandings.

SECTION 3                         
LETTERS OF CREDIT                         

3.1   Issuance of Letters of Credit and Lenders'            
       Purchase of Participations Therein.

A.   Letters of Credit.  In addition to Borrower          
requesting that Lenders make Loans pursuant to              
Section 2.1A, Borrower may request, in accordance with      
the provisions of this Section 3.1, from time to time during
the period from the Closing Date to but excluding the       
Maturity Date, that Issuing Lender issue Letters of Credit  
for the account of Borrower for the purposes specified in   
the definition of Standby Letters of Credit.  Subject to the
terms and conditions of this Agreement and in reliance      
upon the representations and warranties of the Loan Parties 
set forth in the Loan Documents, Issuing Lender shall be    
obligated, as provided in Section 3.1B(ii), to issue such   
Letters of Credit in accordance with the provisions of this 
Section 3.1; provided that Borrower shall not request that  
Issuing Lender issue (and Issuing Lender shall not issue):  

(i)  any Letter of Credit if, after giving effect to such 
issuance, the Total Utilization would exceed the            
Commitments then in effect;                                 

(ii)  any Letter of Credit if, after giving effect to such
issuance, the Letter of Credit Usage would exceed           
$5,000,000;                                                 

(iii)  any Standby Letter of Credit having an expiration  
date later than the earlier of (a) the Maturity Date and    
(b) the date that is one year from the date of issuance of  
such Standby Letter of Credit; provided that the            
immediately preceding clause (b) shall not prevent Issuing  
Lender from agreeing that a Standby Letter of Credit will   
automatically be extended for one or more successive        
periods not to exceed one year each unless Issuing Lender   
elects not to extend for any such additional period;        
 provided, further that Issuing Lender shall deliver a written
notice to Administrative Agent setting forth the last day on
which Issuing Lender may give notice that it will not extend
such Standby Letter of Credit (the "Notification Date" with 
respect to such Standby Letter of Credit) at least ten      
Business Days prior to such Notification Date; and          
provided, further that, unless Lenders otherwise consent,   
 Issuing Lender shall give notice that it will not extend such
Standby Letter of Credit if it has knowledge that an Event  
of Default has occurred and is continuing on such           
Notification Date; or                                       

(iv)  any Letter of Credit denominated in a currency      
other than Dollars.                                         

B.   Mechanics of Issuance.                               

(i)  Notice of Issuance.  Whenever Borrower desires the   
issuance of a Letter of Credit, it shall deliver to         
Administrative Agent a Notice of Issuance of Letter of      
Credit no later than 10:00 A.M. (Pacific time) at least 5   
Business Days, or such shorter period as may be agreed to   
by the Issuing Lender in any particular instance, in advance
of the proposed date of issuance.  The Notice of Issuance   
of Letter of Credit shall specify (a) the proposed date of  
issuance (which shall be a Business Day), (b) the face      
amount of the Letter of Credit, (c) the expiration date of  
the Letter of Credit, (d) the name and address of the       
 beneficiary, and (e) the verbatim text of the proposed Letter
of Credit or the proposed terms and conditions thereof,     
including a precise description of any documents and the    
verbatim text of any certificates to be presented by the    
  beneficiary that, if presented by the beneficiary prior to the
expiration date of the Letter of Credit, would require the  
Issuing Lender to make payment under the Letter of Credit;  
provided that the Issuing Lender, in its reasonable         
discretion, may require changes in the text of the proposed 
Letter of Credit or any such documents or certificates; and 
provided, further that no Letter of Credit shall require    
payment against a conforming draft to be made thereunder    
on the same business day (under the laws of the jurisdiction
in which the office of the Issuing Lender to which such     
 draft is required to be presented is located) that such draft
is presented if such presentation is made after 10:00 A.M.  
(Pacific time) on such business day.                        

 Borrower shall notify the Issuing Lender prior to
 the issuance of any Letter of Credit in the event that any of
the matters to which Borrower is required to certify in the 
applicable Notice of Issuance of Letter of Credit is no     
longer true and correct as of the proposed date of issuance 
of such Letter of Credit, and upon the issuance of any      
Letter of Credit Borrower shall be deemed to have re-       
 certified, as of the date of such issuance, as to the matters
to which Borrower is required to certify in the applicable  
Notice of Issuance of Letter of Credit.                     

(ii)  Issuing Lender.  Subject to the terms and conditions
hereof, upon receipt by Administrative Agent of a Notice of 
Issuance of Letter of Credit pursuant to Section 3.1B(i)    
 requesting the issuance of a Letter of Credit, Administrative
Agent shall be the Issuing Lender with respect thereto.     
Administrative Agent shall be obligated to issue such Letter
of Credit and shall be the Issuing Lender with respect      
thereto, notwithstanding the fact that the Letter of Credit 
Usage with respect to such Letter of Credit and with        
respect to all other Letters of Credit issued by            
Administrative Agent, when aggregated with Administrative   
Agent's outstanding Loans, may exceed Administrative        
Agent's Commitment then in effect.                          

(iii)  Issuance of Letter of Credit.  Upon satisfaction or
waiver (in accordance with Section 10.6) of the conditions  
set forth in Section 4.3, the Issuing Lender shall issue the
requested Letter of Credit in accordance with the Issuing   
Lender's standard operating procedures.                     

(iv)  Notification to Lenders.  Upon the issuance of any  
Letter of Credit the Issuing Lender shall promptly notify   
each other Lender of such issuance, which notice shall be   
accompanied by a copy of such Letter of Credit.  Promptly   
after receipt of such notice, Administrative Agent shall    
notify each Lender of the amount of such Lender's           
 respective participation in such Letter of Credit, determined
in accordance with Section 3.1C.                            

(v)  Reports to Lenders.  Within 15 days after the end of 
each calendar quarter ending after the Closing Date, so     
long as any Letter of Credit shall have been outstanding    
during such calendar quarter, Issuing Lender shall deliver  
to each other Lender a report setting forth the average for 
such calendar quarter of the daily maximum amount           
available to be drawn under the Letters of Credit issued by 
Issuing Lender that were outstanding during calendar        
quarter.                                                    

C.   Lenders' Purchase of Participations in Letters of    
Credit.  Immediately upon the issuance of each Letter of    
Credit, each Lender (including the Lender that acts as      
Issuing Lender) shall be deemed to, and hereby agrees to,   
have irrevocably purchased from the Issuing Lender a        
participation in such Letter of Credit and drawings         
thereunder in an amount equal to such Lender's Pro Rata     
Share of the maximum amount which is or at any time may     
become available to be drawn thereunder.                    

3.2   Letter of Credit Fees.                                

Borrower agrees to pay the following amounts to 
  Issuing Lender with respect to Letters of Credit issued by it:

   (A)  with respect to each Standby Letter of Credit,
                     a letter of credit fee in an amount equal to the greater of
                  (i) the product of the maximum aggregate amount that is,
               or at any time, may become available for drawing with
            respect to such Letter of Credit multiplied by the
                Applicable Eurodollar Rate Margin and (ii) $500; which
                  amount shall be payable in advance upon issuance for the
term of such Letter of Credit.        

(B)  with respect to the issuance, amendment or 
                 transfer of each Letter of Credit and each drawing made
           thereunder (in addition to the fees payable under
                  clause (i) above), documentary and processing charges in
                accordance with Issuing Lender's standard schedule for
              such charges in effect at the time of such issuance,
             amendment, transfer or drawing, as the case may be.

Promptly upon receipt by Issuing Lender of any amount       
described in clause (A) of this Section 3.2, Issuing Lender 
shall distribute to each other Lender its Pro Rata Share of 
such amount.                                                

3.3   Drawings and Reimbursement of Amounts Drawn           
Under Letters of Credit.    

A.   Responsibility of Issuing Lender With Respect to     
Drawings.  In determining whether to honor any drawing      
under any Letter of Credit by the beneficiary thereof, the  
Issuing Lender shall be responsible only to determine that  
the documents and certificates required to be delivered     
under such Letter of Credit have been delivered and that    
they comply on their face with the requirements of such     
Letter of Credit.                                           

B.   Reimbursement by Borrower of Amounts Drawn           
Under Letters of Credit.  In the event Issuing Lender has   
determined to honor a drawing under a Letter of Credit      
issued by it, Issuing Lender shall immediately notify       
Borrower and Administrative Agent, and Borrower shall       
reimburse Issuing Lender on or before the Business Day      
immediately following the date on which such drawing is     
honored (the "Reimbursement Date") in an amount in          
Dollars and in same day funds equal to the amount of such   
drawing; provided that, anything contained in this          
Agreement to the contrary notwithstanding, (i) unless       
Borrower shall have notified Administrative Agent and       
Issuing Lender prior to 8:30 A.M. (Pacific time) on the     
date of such drawing that Borrower intends to reimburse     
Issuing Lender for the amount of such drawing with funds    
other than the proceeds of Loans, Borrower shall be         
deemed to have given a timely Notice of Borrowing to        
Administrative Agent requesting Lenders to make Loans       
that are Base Rate Loans on the Reimbursement Date in an    
amount in Dollars equal to the amount of such drawing and   
 (ii) subject only to satisfaction or waiver of the conditions
specified in Section 4.5B, Lenders shall, on the            
Reimbursement Date, make Loans that are Base Rate Loans     
in the amount of such drawing, the proceeds of which shall  
be applied directly by Administrative Agent to reimburse    
Issuing Lender for the amount of such drawing; and          
provided, further that if for any reason proceeds of Loans  
are not received by Issuing Lender on the Reimbursement     
Date in an amount equal to the amount of such drawing,      
Borrower shall reimburse Issuing Lender, on demand, in an   
amount in same day funds equal to the excess of the amount  
of such drawing over the aggregate amount of such Loans,    
if any, that are so received.  Nothing in this Section 3.3B 
shall be deemed to relieve any Lender from its obligation to
make Loans on the terms and conditions set forth in this    
Agreement, and Borrower shall retain any and all rights it  
may have against any Lender resulting from the failure of   
such Lender to make such Loans under this Section 3.3B.     

C.   Payment by Lenders of Unreimbursed Drawings          
Under Letters of Credit.                                    

(i)  Payment by Lenders.  In the event that Borrower      
shall fail for any reason to reimburse Issuing Lender as    
provided in Section 3.3B in an amount equal to the amount   
of any drawing honored by Issuing Lender under a Letter     
of Credit issued by it, Issuing Lender shall promptly notify
each other Lender of the unreimbursed amount of such        
drawing and of such other Lender's respective participation 
therein based on such Lender's Pro Rata Share.  Each        
Lender shall make available to Issuing Lender an amount     
  equal to its respective pro rata participation, in Dollars and
in same day funds, at the office of Issuing Lender specified
in such notice, not later than 1:30 P.M. (Pacific time) on  
 the first business day (under the laws of the jurisdiction in
which such office of Issuing Lender is located) after the   
date notified by Issuing Lender.  In the event that any     
Lender fails to make available to Issuing Lender on such    
business day the amount of such Lender's participation in   
such Letter of Credit as provided in this Section 3.3C,     
Issuing Lender shall be entitled to recover such amount on  
demand from such Lender together with interest thereon at   
the Federal Funds Effective Rate for three Business Days    
and thereafter at the Base Rate.  Nothing in this           
Section 3.3C shall be deemed to prejudice the right of any  
Lender to recover from Issuing Lender any amounts made      
available by such Lender to Issuing Lender pursuant to this 
Section 3.3C in the event that it is determined by the final
judgment of a court of competent jurisdiction that the      
payment with respect to a Letter of Credit by Issuing       
Lender in respect of which payment was made by such         
Lender constituted gross negligence or willful misconduct   
on the part of Issuing Lender.                              

(ii)  Distribution to Lenders of Reimbursements Received  
From Borrower.  In the event Issuing Lender shall have      
been reimbursed by other Lenders pursuant to                
Section 3.3C(i) for all or any portion of any drawing       
honored by Issuing Lender under a Letter of Credit issued   
by it, Issuing Lender shall distribute to each other Lender 
which has paid all amounts payable by it under              
Section 3.3C(i) with respect to such drawing such other     
Lender's Pro Rata Share of all payments subsequently        
received by Issuing Lender from Borrower in reimburse-      
ment of such drawing within five (5) Business Days of the   
date when such payments are received by Issuing Lender.     
Any such distribution shall be made to a Lender at its      
primary address set forth below its name on the appropriate 
signature page hereof or at such other address as such      
Lender may request.                                         

D.   Interest on Amounts Drawn Under Letters of           
Credit.                                                     

(i)  Payment of Interest by Borrower.  Borrower agrees    
to pay to Issuing Lender, with respect to drawings made     
under any Letters of Credit issued by it, interest on the   
amount paid by Issuing Lender in respect of each such       
drawing from and including the date of such drawing to but  
excluding the date such amount is reimbursed by Borrower    
(including any such reimbursement out of the proceeds of    
Loans pursuant to Section 3.3B) at a rate equal to (a) for  
the period from the date of such drawing to but excluding   
the Reimbursement Date, the rate then in effect under this  
Agreement with respect to Loans that are Base Rate Loans    
and (b) thereafter, a rate which is 2% per annum in excess  
of the rate of interest otherwise payable under this        
Agreement with respect to Loans that are Base Rate Loans;   
provided that in no event shall interest accrue for two days
when a drawing and the reimbursement of amounts paid in     
respect of such drawing occur on consecutive days.          
Interest payable pursuant to this Section 3.3D(i) shall be  
payable on demand or, if no demand is made, on the date     
on which the related drawing under a Letter of Credit is    
reimbursed in full.                                         

(ii)  Distribution of Interest Payments by Issuing Lender.
Promptly upon receipt by Issuing Lender of any payment of   
interest pursuant to Section 3.3D(i) with respect to a      
drawing under a Letter of Credit issued by it, in the event 
Issuing Lender shall have been reimbursed by other          
Lenders pursuant to Section 3.3C(i) for all or any portion  
of such drawing, Issuing Lender shall distribute to each    
other Lender which has paid all amounts payable by it       
under Section 3.3C(i) with respect to such drawing such     
other Lender's proportionate share (based on the amount     
reimbursed to the Issuing Lender pursuant to                
Section 3.3C(i)) of any interest received by Issuing Lender 
in respect of that portion of such drawing so reimbursed by 
other Lenders for the period from the date on which Issuing 
Lender was so reimbursed by other Lenders to and            
including the date on which such portion of such drawing is 
reimbursed by Borrower.  Any such distribution shall be     
made by Issuing Lender within five (5) Business Days of its 
receipt of such payment from Borrower to a Lender at its    
primary address set forth below its name on the appropriate 
signature page hereof or at such other address as such      
Lender may request.                                         

3.4   Obligations Absolute.                                 

The obligation of Borrower to reimburse Issuing 
Lender for drawings made under the Letters of Credit        
issued by it and to repay any Loans made by Lenders         
pursuant to Section 3.3B and the obligations of Lenders     
under Section 3.3C(i) 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:                    

  (i)  any lack of validity or enforceability of any Letter of
Credit;                                                     

 (ii)  the existence of any claim, set-off, defense or other
right which Borrower or any Lender may have at any time     
against a beneficiary or any transferee of any Letter of    
Credit (or any Persons for whom any such transferee may     
be acting), Issuing Lender or other Lender or any other     
Person or, in the case of a Lender, against Borrower,       
whether in connection with this Agreement, the transactions 
contemplated herein or any unrelated transaction (including 
any underlying transaction between Borrower or one of its   
Subsidiaries and the beneficiary for which any Letter of    
Credit was procured);                                       

(iii)  any draft, demand, certificate or other document   
presented under any Letter of Credit proving to be forged,  
fraudulent, invalid or insufficient in any respect or any   
statement therein being untrue or inaccurate in any respect;

(iv)  payment by the Issuing Lender under any Letter of   
 Credit against presentation of a demand, draft or certificate
or other document which does not comply with the terms of   
such Letter of Credit;                                      

(v)  any adverse change in the business, operations,      
properties, assets, condition (financial or otherwise) or   
prospects of Borrower or any of its Subsidiaries;           

(vi)  any breach of this Agreement or any other Loan      
Document by any party thereto;                              

(vii)  any other circumstance or happening whatsoever,    
whether or not similar to any of the foregoing; or          

  (viii)  the fact that an Event of Default or a Default shall
have occurred and be continuing;                            

provided, in each case, that payment by the Issuing Lender  
under the applicable Letter of Credit shall not have        
constituted gross negligence or willful misconduct of       
Issuing Lender under the circumstances in question (as      
determined by a final judgment of a court of competent      
jurisdiction).                                              

3.5   Indemnification; Nature of Issuing Lender's           
Duties.                     

A.   Indemnification.  In addition to amounts payable     
as provided in Section 3.6, Borrower hereby agrees to       
protect, indemnify, pay and save harmless Issuing Lender    
from and against any and all claims, demands, liabilities,  
damages, losses, costs, charges and expenses (including     
reasonable fees, expenses and disbursements of counsel and  
allocated costs of internal counsel) which Issuing Lender   
may incur or be subject to as a consequence, direct or      
indirect, of (i) the issuance of any Letter of Credit by    
Issuing Lender, other than as a result of (a) the gross     
negligence or willful misconduct of Issuing Lender as       
determined by a final judgment of a court of competent      
 jurisdiction or (b) subject to the following clause (ii), the
wrongful dishonor by Issuing Lender of a proper demand      
for payment made under any Letter of Credit issued by it or 
(ii) the failure of Issuing Lender to honor a drawing under 
 any such Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de   
jure or de facto government or governmental authority (all  
such acts or omissions herein called "Governmental Acts").  

B.   Nature of Issuing Lender's Duties.  As between       
Borrower and Issuing Lender, Borrower assumes all risks     
of the acts and omissions of, or misuse of the Letters of   
Credit issued by Issuing Lender by, the respective          
beneficiaries of such Letters of Credit.  In furtherance and
not in limitation of the foregoing, but subject to the last 
paragraph of this Section 3.5, Issuing Lender shall not be  
responsible for:  (i) the form, validity, sufficiency,      
accuracy, genuineness or legal effect of any document       
submitted by any party in connection with the application   
for and issuance of any such Letter of Credit, even if it   
should in fact prove to be in any or all respects invalid,  
insufficient, inaccurate, fraudulent or forged; (ii) the    
validity or sufficiency of any instrument transferring or   
 assigning or purporting to transfer or assign any such Letter
of Credit or the rights or benefits thereunder or proceeds  
thereof, in whole or in part, which may prove to be invalid 
   or ineffective for any reason; (iii) failure of the beneficiary
of any such Letter of Credit to comply fully with any       
conditions required in order to draw upon such Letter of    
Credit; (iv) errors, omissions, interruptions or delays in  
transmission or delivery of any messages, by mail, cable,   
telegraph, telex or otherwise, whether or not they be in    
cipher; (v) errors in interpretation of technical terms;    
(vi) any loss or delay in the transmission or otherwise of  
any document required in order to make a drawing under      
any such Letter of Credit or of the proceeds thereof;       
(vii) the misapplication by the beneficiary of any such     
Letter of Credit of the proceeds of any drawing under such  
Letter of Credit; or (viii) any consequences arising from   
causes beyond the control of Issuing Lender, including      
without limitation any Governmental Acts, and none of the   
above shall affect or impair, or prevent the vesting of, any
of Issuing Lender's rights or powers hereunder.             

  In furtherance and extension and not in limitation
  of the specific provisions set forth in the first paragraph of
this Section 3.5B, any action taken or omitted by Issuing   
Lender under or in connection with the Letters of Credit    
issued by it or any documents and certificates delivered    
thereunder, if taken or omitted in good faith, shall not put
Issuing Lender under any resulting liability to Borrower.   

Notwithstanding anything to the contrary        
contained in this Section 3.5, Borrower shall retain any and
all rights it may have against Issuing Lender for any       
   liability arising solely out of the gross negligence or willful
misconduct of Issuing Lender, as determined by a final      
judgment of a court of competent jurisdiction.              

3.6   Increased Costs and Taxes Relating to Letters of      
Credit.                     

In the event that Issuing Lender or any Lender  
shall determine (which determination shall be presumed to   
be correct) that any law, treaty or governmental rule,      
regulation or order, or any change therein or in the        
interpretation, administration or application thereof       
(including the introduction of any new law, treaty or       
governmental rule, regulation or order), or any             
determination of a court or governmental authority, in each 
case that becomes effective after the date hereof, or       
compliance by Issuing Lender or any Lender with any         
 guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-  
governmental authority (whether or not having the force of  
law):                                                       

(i)  subjects such Issuing Lender or Lender (or its       
applicable lending or letter of credit office) to any       
additional Tax (other than any Tax on the overall net       
income of such Issuing Lender or Lender) with respect to    
the issuing or maintaining of any Letters of Credit or the  
purchasing or maintaining of any participations therein or  
any other obligations under this Section 3, whether directly
or by such being imposed on or suffered by Issuing Lender;  

(ii)  imposes, modifies or holds applicable any reserve   
(including without limitation any marginal, emergency,      
supplemental, special or other reserve), special deposit,   
compulsory loan, FDIC insurance or similar requirement in   
respect of any Letters of Credit issued by Issuing Lender or
participations therein purchased by any Lender; or          

 (iii)  imposes any other condition (other than with respect
to a Tax matter) on or affecting such Issuing Lender or     
 Lender (or its applicable lending or letter of credit office)
regarding this Section 3 or any Letter of Credit or any     
participation therein;                                      

  and the result of any of the foregoing is to increase the cost
to such Issuing Lender or Lender of agreeing to issue,      
issuing or maintaining any Letter of Credit or agreeing to  
purchase, purchasing or maintaining any participation       
therein or to reduce any amount received or receivable by   
such Issuing Lender or Lender (or its applicable lending or 
letter of credit office) with respect thereto; then, in any 
case, Borrower shall promptly pay to such Issuing Lender    
or Lender, upon receipt of the statement referred to in the 
next sentence, such additional amount or amounts as may     
be necessary to compensate such Issuing Lender or Lender    
for any such increased cost or reduction in amounts         
received or receivable hereunder.  Such Issuing Lender or   
Lender shall deliver to Borrower a written statement,       
    setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Issuing Lender or Lender    
under this Section 3.6, which statement shall be conclusive 
and binding upon all parties hereto absent manifest error.  

SECTION 4                         
CONDITIONS TO LOANS AND LETTERS OF CREDIT                   

The obligations of Lenders to make Loans and the
issuance of Letters of Credit hereunder and to make the     
Swing Line Loans are subject to the satisfaction of the     
following conditions.                                       

4.1   Conditions to Initial Loans and Letters of Credit.    

The obligations of Lenders to make the Loans to 
be made on the Closing Date, the obligation of the Issuing  
Lender to provide the initial Letters of Credit hereunder,  
and the obligation of the Swing Line Lender to make the     
initial Swing Line Loans, in addition to satisfaction of the
 conditions precedent specified in Section 4.2, are subject to
 prior or concurrent satisfaction of the following conditions:

A.   Borrower Documents.  On or before the Closing        
Date, Borrower shall deliver or cause to be delivered to    
Lenders (or one originally executed copy to Administrative  
Agent and, in the case of the Credit Agreement, sufficient  
originally executed copies for each Lender to               
Administrative Agent) the following, each, unless otherwise 
noted, dated the Closing Date and in form reasonably        
satisfactory to the Lenders:                                

(i)  Copies of the Joint Venture Agreement certified by   
an Executive Committee Signatory;                           

(ii)  Resolutions of the Board of Directors of each       
General Partner, in each case, in its capacity as a general 
partner of Borrower, and of the Executive Committee, each   
approving and authorizing the execution, delivery and       
performance of this Agreement and the other Loan            
Documents to which Borrower is a party;                     

(iii)  Executed originals of this Agreement, any Notes,   
the Security Agreement, the Deed of Trust, the Assignment   
of Rents and Revenues, the Collateral Account Agreement     
and the other Loan Documents to which Borrower is a         
party; and                                                  

(iv)  Such other documents as Administrative Agent may    
reasonably request.                                         

B.   Certain General Partner Documents.  On or before     
the Closing Date, each of Circus, Eldorado Hotel and        
General Partners shall deliver or cause to be delivered to  
Lenders (or to Administrative Agent for Lenders) the        
following, each, unless otherwise noted, dated the Closing  
Date:                                                       

(i)  Certificates as to the absence of any changes in the 
certified copies of its Articles of Incorporation or        
Organization or charter documents previously delivered to   
the Lenders, together with, as applicable, a good standing  
certificate from the Secretary of State of the state of its 
 incorporation or organization, each dated a recent date prior
to the Closing Date;                                        

(ii)  Certificates as to the absence of any changes in the
certified copies of its Bylaws or Operating Agreement,      
certified as of the Closing Date by its or its managing     
general partner's secretary or an assistant secretary;      

 (iii)  Resolutions of its or its managing general partner's
Board of Directors, approving and authorizing the           
execution, delivery and performance of the Environmental    
Indemnities and each other Loan Document to which it is a   
party, certified as of the Closing Date by its or its       
managing general partner's secretary or an assistant secre- 
  tary as being in full force and effect without modification or
amendment;                                                  

(iv)  Executed originals of the Amended and Restated      
Make-Well Agreement and/or the other Loan Documents to      
which it is a party; and                                    

(v)  Evidence acceptable to the Administrative Agent that 
the Indebtedness under the Loan Agreement dated as of       
May 30, 1995 between Borrower and Circus has been           
repaid, that such Loan Agreement has been terminated, and   
that the Liens securing such Indebtedness have been         
reconveyed and terminated.                                  

C.   Opinions of Loan Parties' Counsel.  Lenders and      
their respective counsel shall have received (i) originally 
executed copies of one or more favorable written opinions   
of Wolf, Block, Schorr & Solis-Cohen LLP, special           
counsel for Borrower and Circus, and Jones Vargas,          
Nevada counsel for Borrower and Circus, dated as of the     
Closing Date as to such matters as Administrative Agent     
acting on behalf of Lenders may reasonably request and      
(ii) evidence satisfactory to Administrative Agent that     
Borrower has requested such counsel to deliver such         
opinions to Lenders.                                        

D.   Opinions of Administrative Agent's Counsel.          
Lenders shall have received originally executed copies of   
one or more favorable written opinions of Sheppard,         
Mullin, Richter & Hampton LLP, counsel to Administrative    
Agent, dated as of the Closing Date, as to such matters as  
Administrative Agent acting on behalf of Lenders may        
reasonably request.                                         

E.   Perfection of Security Interests.  The Prior Agent   
shall have delivered assignments to the Administrative      
Agent of the deed of trust and the assignment of rents      
executed in connection with the Existing Credit Agreement.  
Borrower shall have taken or caused to be taken such        
actions in such a manner so that Administrative Agent, for  
the benefit of Lenders, has a valid and perfected first     
   priority security interest in all Collateral in which a Lien is
purported to be granted by the Collateral Documents or any  
of them, executed as of the Closing Date.  Such actions     
shall include, without limitation:  (i) the delivery to     
Administrative Agent of Uniform Commercial Code             
financing statements, executed by Borrower as to the        
Collateral granted by Borrower for all jurisdictions as may 
be necessary or desirable to perfect Administrative Agent's 
security interest in such collateral; (ii) evidence that    
counterparts of the Deed of Trust and Assignment of Rents   
and Revenues were recorded in all locations to the extent   
necessary or desirable, in the reasonable judgment of       
Administrative Agent, effectively to create a valid and     
enforceable first priority Lien (subject only to Permitted  
Encumbrances) on the Premises in favor of Administrative    
Agent for the benefit of Lenders and (iii) evidence         
reasonably satisfactory to Administrative Agent that all    
other filings, recordings and other actions Administrative  
Agent deems necessary or advisable to establish, preserve   
and perfect the first priority Liens (subject to the Liens  
permitted under Section 7.2) granted to Administrative      
Agent, for the benefit of Lenders, in the Collateral shall  
have been made.                                             

F.   Title Policy.  Administrative Agent and Lenders      
shall have received a modification endorsement to the Title 
Policy assuring the continued priority and perfection of the
Title Policy to secure the Obligations in form and substance
acceptable to the Administrative Agent, and shall have      
received an endorsement to the Title Policy increasing the  
insurance thereunder from $220,000,000 to $230,000,000.     

G.   Insurance.  Administrative Agent shall have          
received evidence, satisfactory to Administrative Agent, of 
insurance required to be procured and maintained pursuant   
to Section 6.4 hereof and Section 8 of the Security         
Agreement and Section 6 of the Deed of Trust indicating     
that, with respect to casualty insurance, such policies of  
insurance have been endorsed to name Administrative         
Agent, on behalf of Lenders, as loss payee pursuant to a    
standard mortgagee clause and, with respect to liability    
insurance, such policies of insurance name Administrative   
Agent, on behalf of Lenders, as an additional insured.      

H.   Necessary Consents.  On or before the Closing        
Date, each Loan Party shall have obtained all consents to   
the transactions contemplated under this Agreement and the  
other Loan Documents, of any Person required under any      
Contractual Obligation of any Loan Party, including,        
without limitation, approval of the terms of the Loans by   
the Executive Committee pursuant to Section 5.9(c) of the   
Joint Venture Agreement and by the General Partners, all    
of the foregoing in form and substance satisfactory to      
Administrative Agent.                                       

I.   Environmental Indemnities.  Lenders shall have       
received reaffirmations of the Environmental Indemnities in 
form, scope and substance satisfactory to Lenders.          

J.   Fees.  Borrower shall have paid to Administrative    
Agent, for distribution (as appropriate) to Administrative  
Agent and Lenders, the fees payable on the Closing Date     
referred to in Section 2.3.                                 

K.   No Material Adverse Effect.  Since December 31,      
1996, no Material Adverse Effect (in the sole discretion of 
Administrative Agent and Lenders) shall have occurred.      

L.   Representations and Warranties; Performance of       
Agreements.  Borrower shall have delivered to               
Administrative Agent an Officers' Certificate from each     
General Partner and Executive Committee Signatories, in     
form and substance satisfactory to Administrative Agent, to 
the effect that the representations and warranties in       
Section 5 hereof are true, correct and complete on and as of
the Closing Date to the same extent as though made on and   
as of that date and that Borrower shall have performed all  
agreements and satisfied all conditions which this          
Agreement provides shall be performed or satisfied by it on 
or before the Closing Date except as otherwise disclosed to 
and agreed to in writing by Administrative Agent and        
Lenders.                                                    

M.   Interbank Arrangements.  Any Lender under the        
Existing Credit Agreement which will not continue as a      
Lender under this Agreement shall have assigned its rights  
under the Existing Credit Agreement to one or more          
Lenders under this Agreement, with such assignment to       
become effective concurrently with the effectiveness hereof.

N.   Completion of Proceedings.  All corporate and        
other proceedings taken or to be taken in connection with   
the transactions contemplated hereby and all documents      
incidental thereto not previously found acceptable by       
Administrative Agent, acting on behalf of Lenders, and its  
counsel shall be satisfactory in form and substance to      
Administrative Agent and such counsel, and Administrative   
Agent and such counsel shall have received all such         
counterpart originals or certified copies of such documents 
as Administrative Agent may reasonably request.             

4.2   Conditions to All Loans, Letters of Credit and        
Swing Line Loans.                                           

The obligations of Lenders to make Loans on each
Funding Date, the issuance of each Letter of Credit, and    
the making of each Swing Line Loan, are each subject to     
the following further conditions precedent:                 

A.   Administrative Agent shall have received before      
that Funding Date, in accordance with the provisions of     
Section 2.1B, an originally executed Notice of Borrowing,   
in each case signed by the Director of Finance and          
Administration or the General Manager of Borrower, or the   
chief executive officer, the chief financial officer or the 
treasurer of Managing Partner on behalf of Borrower or by   
any executive officer of Managing Partner on behalf of      
Borrower designated in writing by the Executive Committee   
or by two Executive Committee Signatories.                  

B.   As of that Funding Date:                             

(i)       The representations and warranties contained    
herein and in the other Loan Documents shall be true,       
correct and complete on and as of that Funding Date to the  
same extent as though made on and as of that date, except   
to the extent such representations and warranties           
specifically relate to an earlier date, in which case such  
representations and warranties shall have been true, correct
and complete in all material respects on and as of such     
earlier date;                                               

 (ii)      No event shall have occurred and be continuing or
would result from the consummation of the borrowing         
contemplated by such Notice of Borrowing that would         
constitute an Event of Default or a Default;                

(iii)     Each Loan Party shall have performed in all     
 material respects all agreements and satisfied all conditions
which this Agreement provides shall be performed or         
satisfied by it on or before that Funding Date;             

(iv)      No order, judgment or decree of any court,      
arbitrator or governmental authority shall purport to enjoin
or restrain any Lender from making the Loans to be made     
by it on that Funding Date;                                 

(v)       The making of the Loans requested on such       
Funding Date shall not violate any law including, without   
limitation, Regulation G, Regulation T, Regulation U or     
Regulation X of the Board of Governors of the Federal       
Reserve System; and                                         

(vi)      There shall not be pending or, to the knowledge 
of any Senior Officer of Borrower or Executive Committee    
Signatory, threatened, any action, suit, proceeding,        
governmental investigation or arbitration against or        
affecting any Loan Party or any of its Subsidiaries or any  
 property of any Loan Party or any of its Subsidiaries that is
required to be disclosed but has not been disclosed by      
Borrower in writing pursuant to Section 5.6 or 6.1(x) prior 
 to the making of the last preceding Loans (or, in the case of
 the initial Loans, prior to the execution of this Agreement),
and there shall have occurred no development in any such    
action, suit, proceeding, governmental investigation or     
arbitration so disclosed by Borrower in writing pursuant to 
Section 5.6 or 6.1(x) prior to the making of the last       
preceding Loans (or in the case of the initial Loans, prior 
  to the execution of this Agreement), that, in either event, in
the opinion of such Senior Officer or Executive Committee   
Signatory could reasonably be expected to have a Material   
Adverse Effect; and no injunction or other restraining order
shall have been issued and no hearing to cause an injunction
or other restraining order to be issued shall be pending or 
noticed with respect to any action, suit or proceeding      
seeking to enjoin or otherwise prevent the consummation     
of, or to recover any damages or obtain relief as a result  
of, the transactions contemplated by this Agreement or the  
making of Loans hereunder.                                  

C.   Since December 31, 1996, no Material Adverse         
Effect (as determined in the reasonable discretion of       
Administrative Agent and Lenders) shall have occurred.      

4.3   Conditions to Letters of Credit.                      

The issuance of any Letter of Credit hereunder  
(whether or not the Issuing Lender is obligated to issue    
 such Letter of Credit) is subject to the following conditions
precedent:                                                  

A.   On or before the date of issuance of the initial     
Letter of Credit pursuant to this Agreement, the initial    
Loans shall have been made.                                 

B.   On or before the date of issuance of such Letter of  
Credit, Administrative Agent shall have received, in        
accordance with the provisions of Section 3.1B(i), an       
originally executed Notice of Issuance of Letter of Credit, 
 in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Managing Partner on   
behalf of Borrower or by any executive officer of           
Managing Partner on behalf of Borrower designated by any    
of the above-described officers or by two Executive         
Committee Signatories in a writing delivered to             
Administrative Agent, together with all other information   
specified in Section 3.1B(i) and such other documents or    
information as the Issuing Lender may reasonably require    
in connection with the issuance of such Letter of Credit.   

C.   Since December 31, 1996, no Material Adverse         
Effect (as determined in the reasonable discretion of       
Administrative Agent and Lenders) shall have occurred.      

D.   On the date of issuance of such Letter of Credit,    
all conditions precedent described in Section 4.2B shall be 
  satisfied to the same extent as if the issuance of such Letter
of Credit were the making of a Loan and the date of         
issuance of such Letter of Credit were a Funding Date.      

SECTION 5                         
REPRESENTATIONS AND WARRANTIES                          

In order to induce Lenders to enter into this   
Agreement and to make the Loans, to induce Issuing          
Lender to issue Letters of Credit and to induce other       
Lenders to purchase participations therein, Borrower        
represents and warrants to each Lender, on the date of this 
Agreement, on each Funding Date and on the date of          
issuance of each Letter of Credit, that the following       
statements are true, correct and complete:                  

5.1   Organization, Powers, Qualification, Good             
        Standing, Business and Subsidiaries.

A.   Organization and Powers.  Borrower is a general      
partnership duly organized, validly existing under the laws 
of the State of Nevada.  Borrower has all requisite         
partnership power and authority to own and operate its      
properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan            
Documents and to carry out the transactions contemplated    
thereby.                                                    

B.   Qualification and Good Standing.  Borrower is        
qualified to do business in every jurisdiction where its    
assets are located and wherever necessary to carry out its  
business and operations, except in jurisdictions where the  
failure to be so qualified or in good standing has not had  
and will not have a Material Adverse Effect.                

C.   Conduct of Business.  Borrower and its               
Subsidiaries are engaged only in the businesses permitted to
be engaged in pursuant to Section 7.13.                     

D.   Subsidiaries.  All of the Subsidiaries of Borrower   
are identified in Schedule 5.1, as said Schedule 5.1 may be 
supplemented from time to time pursuant to the provisions   
of Section 6.1(xvii).  The capital stock of each of the     
Subsidiaries of Borrower identified in Schedule 5.1 (as so  
supplemented) is duly authorized, validly issued, fully paid
and nonassessable and none of such capital stock constitutes
Margin Stock.  Each of the Subsidiaries of Borrower         
identified in Schedule 5.1 (as so supplemented) is a        
corporation duly organized, validly existing and in good    
standing under the laws of its respective jurisdiction of   
incorporation set forth therein, has all requisite corporate
power and authority to own and operate its properties and   
to carry on its business as now conducted and as proposed   
to be conducted, and is qualified to do business and in good
standing in every jurisdiction where its assets are located 
and wherever necessary to carry out its business and        
operations, in each case except where failure to be so      
qualified or in good standing or a lack of such corporate   
power and authority has not had and will not have a         
Material Adverse Effect.  Schedule 5.1 (as so               
supplemented) correctly sets forth the ownership interest of
Borrower and each of its Subsidiaries in each of the        
Subsidiaries of Borrower identified therein.                

5.2   Authorization of Borrowing, etc.                      

A.   Authorization of Borrowing.  The execution,          
delivery and performance of the Loan Documents have         
been duly authorized by all necessary partnership action on 
the part of Borrower.                                       

B.   No Conflict.  The execution, delivery and perfor-    
mance by Borrower of the Loan Documents to which it is a    
party and the consummation of the transactions              
contemplated hereby and thereby do not and will not         
(i) violate any provision of any law or any governmental    
rule or regulation applicable to Borrower or any of its     
 Subsidiaries which violation or violations, in the aggregate,
could not reasonably be expected to have a Material         
Adverse Effect, (ii) violate the Certificate or Articles of 
Incorporation or charter documents or Bylaws or             
partnership agreement of Borrower or any of its             
Subsidiaries or any order, judgment or decree of any court  
or other agency of government binding on Borrower or any    
   of its Subsidiaries, (iii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a  
default under any Contractual Obligation of Borrower or     
   any of its Subsidiaries, (iv) result in or require the creation
or imposition of any Lien upon any of the properties or     
 assets of Borrower or any of its Subsidiaries (other than any
Liens created under any of the Loan Documents in favor of   
Administrative Agent on behalf of Lenders), or (v) require  
any approval of stockholders or any approval or consent of  
any Person under any Contractual Obligation of Borrower     
or any of its Subsidiaries, except for such approvals or    
consents which will be obtained on or before the Closing    
Date and disclosed in writing to Lenders.                   

C.   Governmental Consents.  The execution, delivery      
and performance by Borrower of the Loan Documents to        
which it is a party and the consummation of the transactions
contemplated hereby and thereby do not and will not         
require any registration with, consent or approval of, or   
 notice to, or other action to, with or by, any federal, state
or other governmental authority or regulatory body except   
(i) those that have been obtained and copies of which have  
been delivered to Administrative Agent pursuant to          
Section 4.1I or the absence of which Administrative Agent   
has deemed satisfactory pursuant to Section 4.1I, (ii) those
  notices or informational filings or both that will be required
to be given to the Securities and Exchange Commission or    
any Gaming Board but that are not yet due and (iii) any     
right of any Gaming Board to object to any Lender or        
participant in the Loans at any future date.                

D.   Binding Obligation.  Each of the Loan Documents      
and to which it is a party has been duly executed and       
delivered by Borrower and General Partners, assuming due    
execution and delivery by the other parties thereto, and is 
the legally valid and binding obligation of Borrower,       
enforceable against Borrower in accordance with its         
respective terms, except as may be limited by bankruptcy,   
insolvency, reorganization, moratorium or similar laws      
relating to or limiting creditors' rights generally or by   
equitable principles relating to enforceability.            

5.3   Financial Condition.                                  

Borrower has heretofore delivered to Lenders    
audited financial statements of Borrower as of              
December 31, 1996 which have been prepared in               
conformity with GAAP and fairly present the financial       
position of Borrower as of that date.  Borrower does not    
  (and will not as a result of the funding of the initial Loans)
have any Contingent Obligation, contingent liability or     
liability for taxes, long-term lease or unusual forward or  
long-term commitment that is not reflected in the foregoing 
balance sheet and which in any such case is material in     
relation to the business, operations, properties, assets,   
condition (financial or otherwise) or prospects of Borrower 
and its Subsidiaries, taken as a whole.                     

5.4   No Material Adverse Change; No Restricted             
Junior Payments.                                            

Since December 31, 1996, no event or change has 
occurred that has caused or evidences, either in any case or
in the aggregate, a Material Adverse Effect.  Neither       
Borrower nor any of its Subsidiaries has directly or        
indirectly declared, ordered, paid or made, or set apart any
sum or property for, any Restricted Junior Payment or       
agreed to do so except as permitted by Section 7.5.         

5.5   Title to Properties; Liens; All Collateral.           

Borrower and its Subsidiaries have (i) good,    
    sufficient and legal title to all of their respective properties
   and assets reflected in the financial statements referred to in
Section 5.3 or in the most recent financial statements      
delivered pursuant to Section 6.1, in each case except for  
  assets disposed of since the date of such financial statements
in the ordinary course of business or as otherwise permitted
under Section 7.7.  Except as permitted or required by this 
Agreement, all such properties and assets are free and clear
of Liens.  The Collateral constitutes all of the assets of  
Borrower related to those portions of the Hotel owned by    
or under the control of Borrower.                           

5.6   Litigation; Adverse Facts.                            

There are no actions, suits, proceedings,       
arbitrations or governmental investigations (whether or not 
purportedly on behalf of Borrower or any of its             
Subsidiaries) at law or in equity or before or by any       
federal, state, municipal or other governmental department, 
commission, board, bureau, agency or instrumentality,       
domestic or foreign, pending or, to the knowledge of any    
Senior Officer of Borrower, threatened against or affecting 
Borrower or any of its Subsidiaries or any property of      
Borrower or any of its Subsidiaries that, individually or in
the aggregate, could reasonably be expected to result in a  
Material Adverse Effect.  Neither Borrower nor any of its   
 Subsidiaries is (i) in violation of any applicable laws that,
individually or in the aggregate, could reasonably be       
expected to result in a Material Adverse Effect or          
(ii) subject to or in default with respect to any final     
judgments, writs, injunctions, decrees, rules or regulations
of any court or any federal, state, municipal or other      
governmental department, commission, board, bureau,         
agency or instrumentality, domestic or foreign, that,       
individually or in the aggregate, could reasonably be       
expected to result in a Material Adverse Effect.            

5.7   Payment of Taxes.                                     

  Except to the extent permitted by Section 6.3, all
tax returns and reports of Borrower and its Subsidiaries    
required to be filed by any of them have been timely filed, 
and all taxes, assessments, fees and other governmental     
charges upon Borrower and its Subsidiaries and upon their   
respective properties, assets, income, businesses and fran- 
chises which are due and payable have been paid when due    
and payable.  Borrower knows of no proposed tax             
assessment against Borrower or any of its Subsidiaries      
which is not being actively contested by Borrower or such   
Subsidiary in good faith and by appropriate proceedings;    
provided that such reserves or other appropriate provisions,
if any, as shall be required in conformity with GAAP shall  
have been made or provided therefor.                        

5.8   Performance of Agreements; Materially Adverse         
Agreements.                 

A.   Neither Borrower nor any of its Subsidiaries is in   
default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any
 of its Contractual Obligations, and no condition exists that,
with the giving of notice or the lapse of time or both,     
would constitute such a default, except where the conse-    
quences, direct or indirect, of such default or defaults, if
any, would not have a Material Adverse Effect.              

B.   Neither Borrower nor any of its Subsidiaries is a    
party to or is otherwise subject to any agreements or       
instruments or any charter or other internal restrictions   
which, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.            

5.9   Governmental Regulation.                              

Neither Borrower nor any of its Subsidiaries is 
subject to regulation under the Public Utility Holding      
Company Act of 1935, the Federal Power Act, the             
Interstate Commerce Act or the Investment Company Act       
of 1940 or under any other federal or state statute or      
regulation which may limit its ability to incur Indebtedness
(other than Gaming Laws) or which may otherwise render      
all or any portion of the Obligations unenforceable.        

5.10    Securities Activities.                              

Neither Borrower nor any of its Subsidiaries is 
  engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of         
purchasing or carrying any Margin Stock, and none of the    
proceeds of the Loans will be used to purchase or carry     
Margin Stock in violation of Regulations G, T, U or X of    
the Board of Governors of the Federal Reserve System.       

5.11    Employee Benefit Plans.                             

A.   Borrower and each of its ERISA Affiliates are in     
compliance with all applicable provisions and requirements  
of ERISA and the regulations and published interpretations  
thereunder with respect to each Employee Benefit Plan, and  
have performed all their obligations under each Employee    
Benefit Plan.                                               

B.   No ERISA Event has occurred or is reasonably         
expected to occur with respect to Borrower or any or its    
ERISA Affiliates.                                           

C.   Except to the extent required under Section 4980B    
of the Internal Revenue Code, no Employee Benefit Plan      
provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employees 
of Borrower or any of its ERISA Affiliates.                 

D.   As of the most recent valuation date for any         
Pension Plan, the amount of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), individually or   
in the aggregate for all Pension Plans (excluding for       
purposes of such computation any Pension Plans with         
 respect to which assets exceed benefit liabilities), does not
exceed $5,000,000.                                          

5.12    Environmental Protection.                           

Except as set forth in Schedule 5.12, in each   
 particular instance, with respect to the particular clause of
this Section 5.12 to which such exception is taken:         

 (i)       to the best knowledge of Borrower, the operations
of Borrower and of each of its Subsidiaries (including,     
  without limitation, all operations and conditions at or in the
Facilities) related to the Hotel or Facilities comply in all
material respects with all Environmental Laws;              

(ii)      to the best knowledge of Borrower, each of      
Borrower and its Subsidiaries has obtained all              
Governmental Authorizations under Environmental Laws        
   necessary to its operations related to the Hotel or Facilities,
and all such Governmental Authorizations are in good        
standing, and Borrower and each of its Subsidiaries are in  
compliance with all material terms and conditions of such   
Governmental Authorizations;                                

(iii)     neither Borrower nor any of its Subsidiaries has
received (a) any notice or claim to the effect that it is or
may be liable to any Person as a result of or in connection 
with any Hazardous Material related to the Hotel or         
 Facilities or (b) any letter or request for information under
Section 104 of the Comprehensive Environmental              
Response, Compensation, and Liability Act (42 U.S.C.        
9604) or comparable state laws, with respect to that      
portion of the Hotel or Facilities which are owned or       
controlled by Borrower and, to the best of Borrower's       
Senior Officers' knowledge, none of the operations of       
Borrower or any of its Subsidiaries is the subject of any   
federal or state investigation relating to or in connection 
with any Hazardous Material at any Facility or any          
Hazardous Material in any other manner related to the       
Hotel;                                                      

   (iv)      neither of Borrower or any of its Subsidiaries is a
party to any judicial or administrative proceeding alleging 
the violation of or liability under any Environmental Laws  
which if adversely determined could reasonably be expected  
to have a Material Adverse Effect;                          

(v)       neither Borrower nor any of its Subsidiaries is 
subject to any outstanding written order or agreement with  
any governmental authority or private party relating to     
(a) any Environmental Laws or (b) any Environmental         
Claims;                                                     

(vi)      to the best knowledge of Borrower, neither      
Borrower nor any of its Subsidiaries has any contingent     
liability in connection with any Release of any Hazardous   
Material related to the Hotel or Facilities which could     
reasonably be expected to have a Material Adverse Effect;   

 (vii)     none of Borrower or any of its Subsidiaries, and,
to the best knowledge of Senior Officers of Borrower none   
of their respective predecessors, has filed any notice under
any Environmental Law indicating past or present treatment  
or Release of Hazardous Material at any Facility and none   
of Borrower's or any of its Subsidiaries' operations        
involves the generation, transportation, treatment, storage 
or disposal of hazardous waste, as defined under 40 C.F.R.  
Parts 260-270 or any state equivalent;                      

(viii)    no Hazardous Material exists on, under or       
about any Facility in a manner that has a reasonable        
possibility of giving rise to an Environmental Claim having 
a Material Adverse Effect, and neither Borrower nor any of  
its Subsidiaries has filed any notice or report of a Release
of any Hazardous Material that has a reasonable possibility 
of giving rise to an Environmental Claim having a Material  
Adverse Effect;                                             

(ix)      to the best knowledge of Borrower, none of      
Borrower, any of its Subsidiaries and, to the best          
knowledge of Senior Officers of Borrower, any of their      
respective predecessors has disposed of any Hazardous       
Material in a manner that has a reasonable possibility of   
giving rise to an Environmental Claim having a Material     
Adverse Effect;                                             

(x)       to the best knowledge of Borrower, no           
underground storage tanks or surface impoundments are on    
or at any Facility; and                                     

(xi)      no Lien in favor of any Person relating to or in
connection with any Environmental Claim has been filed or   
has been attached to any Facility.                          

5.13    Employee Matters.                                   

There is no strike or work stoppage in existence
or, to the best knowledge of Senior Officers of Borrower,   
threatened involving Borrower or any of its Subsidiaries    
that could reasonably be expected to have a Material        
Adverse Effect.                                             

5.14    Disclosure.                                         

No representation or warranty of Borrower or any
of its Subsidiaries contained in any Loan Document or in    
any other document, certificate or written statement fur-   
nished to Lenders by or on behalf of Borrower or any of its 
Subsidiaries for use in connection with the transactions    
contemplated by this Agreement contains any untrue          
  statement of a material fact or omits to state a material fact
(known to Borrower, in the case of any document not         
furnished by it) necessary in order to make the statements  
contained herein or therein not misleading in light of the  
circumstances in which the same were made.  Any             
projections and pro forma financial information contained in
such materials are based upon good faith estimates and      
assumptions believed by Borrower to be reasonable at the    
time made, it being recognized by Lenders that such projec- 
tions as to future events are not to be viewed as facts and 
that actual results during the period or periods covered by 
any such projections may differ from the projected results. 

5.15    Compliance With Laws; Licenses,                     
Permits and Authorizations. 

Each of Borrower and its Subsidiaries is in     
compliance with the requirements of all applicable laws,    
rules, regulations, ordinances and orders  (including,      
without limitation, Gaming Laws), noncompliance with        
which would, individually or in the aggregate, materially   
 adversely affect the ability of any such party to complete or
operate those portions of the Hotel owned by or under the   
control of Borrower or would, individually or in the        
aggregate, materially adversely affect the ability of any of
Borrower and its Subsidiaries to perform its obligations    
under the Loan Documents to which it is a party.  The       
planned use of those portions of the Hotel owned by or      
under the control of Borrower complies with applicable      
zoning ordinances, regulations and restrictive covenants    
affecting the Premises as well as all ecological, landmark, 
and other applicable laws and regulations (including,       
without limitation, Gaming Laws), noncompliance with        
which would, individually or in the aggregate, materially   
adversely affect the ability of any of Borrower and its     
Subsidiaries to operate those portions of the Hotel owned   
by or under the control of Borrower or would, individually  
   or in the aggregate, materially adversely affect the ability of
any of Borrower and its Subsidiaries to perform its         
obligations under the Loan Documents to which it is a       
 party; and all requirements for such use have been satisfied.
Those portions of the Hotel owned by or under the control   
of Borrower are in compliance and will comply with all      
applicable laws, ordinances, regulations, restrictive       
covenants and agreements and requirements of                
Governmental Authorities (including, without limitation,    
Gaming Laws, zoning laws and environmental regulations),    
noncompliance with which would, individually or in the      
aggregate, materially adversely affect the ability of any of
Borrower and its Subsidiaries to complete or operate those  
portions of the Hotel owned by or under the control of      
Borrower or would, individually or in the aggregate,        
materially adversely affect the ability of any of Borrower  
and its Subsidiaries to perform its obligations under the   
Loan Documents to which it is a party.  All authorizations, 
plot plan approval, subdivision approval, sewer permits and 
zoning variances, if any, building and other material       
permits and Governmental Authorizations required by any     
Governmental Authority for the use, occupancy and           
operation of the Premises and/or those portions of the Hotel
owned by or under the control of Borrower for the           
purposes contemplated herein have been obtained; and all    
requirements for such use have been satisfied.  There are   
no violations of any permits, approvals, licenses or other  
requirements of any Governmental Authority with respect     
to (a) those portions of the Hotel owned by or under the    
control of Borrower or (b) the Premises, in each case to the
extent that any such violation could be reasonably likely to
result in a Material Adverse Effect.                        

5.16    Intangible Property.                                

 Each of Borrower and its Subsidiaries is the sole
and exclusive owner or licensee, or has the right to use in 
 the conduct of its business as presently conducted, all trade
names, unregistered trademarks and service marks, brand     
names, patents, registered and unregistered copyrights,     
registered trademarks and service marks, and all            
applications for any of the foregoing, and all permits,     
 grants and licenses or other rights with respect thereto, the
absence of which would materially adversely affect its      
  business, operations, properties or financial condition or the
use, occupancy or operation of those portions of the Hotel  
owned by or under the control of Borrower.  Neither         
Borrower nor its Subsidiaries owns, or has applied for, any 
service marks and registered trademarks except as set forth 
on Schedule 5.16.  None of Borrower and its Subsidiaries    
has been charged with any material infringement of any      
intangible property of the character described above or been
notified or advised of any material claim of any other      
Person relating to any of the intangible property.          

5.17    Rights to Hotel Agreements, Permits                 
and Licenses.               

 Borrower is the owner of all rights in and to all
existing agreements, permits and licenses relating to the   
Hotel (other than rights of third parties under leases and  
agreements permitted hereunder), and will be the true       
owner of all rights in and to all future agreements, permits
  and licenses relating to the Hotel (other than rights of third
parties under leases and agreements permitted hereunder).   
Borrower's interest in all such agreements, permits, and    
licenses is not subject to any matured claim (other than    
under the Loan Documents), setoff or deduction other than   
in the ordinary course of business.                         

SECTION 6                         
AFFIRMATIVE COVENANTS                         

Borrower covenants and agrees that, so long as  
the Commitments hereunder shall remain in effect and until  
payment in full of all of the Loans and other Obligations   
and the cancellation or expiration of all Letters of Credit,
unless Lenders shall otherwise give prior written consent,  
Borrower shall perform, and shall cause each of its         
Subsidiaries to perform, all covenants in this Section 6.   

6.1   Financial Statements and Other Reports.               

Borrower will maintain, and cause each of its   
Subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business          
practices to permit preparation of financial statements in  
conformity with GAAP.  Borrower will deliver to             
Administrative Agent and Lenders:                           

(i)  Monthly Financials:  as soon as available and in any 
event within 45 days after the end of each month ending     
after the Closing Date, (a) the balance sheet of Borrower as
at the end of such month and the related statements of      
income, partners' equity and cash flows of Borrower for     
such month and for the period from the beginning of the     
then current Fiscal Year to the end of such month, setting  
forth in each case in comparative form the corresponding    
figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the plan and        
financial forecast for the current Fiscal Year delivered    
pursuant to Section 6.1(xiii), to the extent prepared on a  
monthly basis, all in reasonable detail and certified by the
chief financial officer of Managing Partner on behalf of    
Borrower that they fairly present the financial condition of
Borrower as at the dates indicated and the results of its   
operations and its cash flows for the periods indicated,    
subject to changes resulting from audit and normal year-end 
adjustments, and (b) a narrative report, if any is prepared 
for presentation to senior management, describing the       
operations of Borrower in the form so prepared for such     
month and for the period from the beginning of the then     
current Fiscal Year to the end of such month;               

(ii)  Quarterly Financials:  as soon as available and in  
any event within 60 days after the end of each of the first 
three Fiscal Quarters of each Fiscal Year and, with respect 
to the fourth Fiscal Quarter of each Fiscal Year,           
concurrently with the delivery of financial statements      
 pursuant to subdivision (iii) below, (a) the balance sheet of
Borrower as at the end of such Fiscal Quarter and the       
related statements of income, partners' equity and cash     
flows of Borrower for such Fiscal Quarter and for the       
period from the beginning of the then current Fiscal Year to
 the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the          
corresponding periods of the previous Fiscal Year and the   
corresponding figures from the plan and financial forecast  
for the current Fiscal Year delivered pursuant to           
    Section 6.1(xiii), all in reasonable detail and certified by the
chief financial officer of Managing Partner on behalf of    
Borrower that they fairly present the financial condition of
Borrower as at the dates indicated and the results of its   
operations and its cash flows for the periods indicated,    
subject to changes resulting from audit and normal year-end 
adjustments, and (b) a narrative report, if any is prepared 
for presentation to senior management, describing the       
operations of Borrower in the form so prepared for such     
Fiscal Quarter and for the period from the beginning of the 
then current Fiscal Year to the end of such Fiscal Quarter; 

(iii)  Year-End Financials:  as soon as available and in  
any event within 100 days after the end of each Fiscal      
Year, (a) the balance sheet of Borrower as at the end of    
such Fiscal Year and the related statements of income,      
partners' equity and cash flows of Borrower for such Fiscal 
Year, setting forth in each case in comparative form the    
corresponding figures for the previous Fiscal Year and,     
when available, the corresponding figures from the plan and 
  financial forecast delivered pursuant to Section 6.1(xiii) for
the Fiscal Year covered by such financial statements, all in
  reasonable detail and certified by the chief financial officer
of Managing Partner on behalf of Borrower that they fairly  
present the financial condition of Borrower as at the dates 
  indicated and the results of its operations and its cash flows
for the periods indicated, (b) a narrative report, if any is
prepared for presentation to senior management, describing  
the operations of Borrower in the form so prepared for such 
Fiscal Year, and (c) in the case of such financial          
statements, a report thereon of Arthur Andersen LLP or      
other independent certified public accountants of recognized
national standing selected by Borrower and satisfactory to  
Administrative Agent, which report shall be without         
qualification as to the scope of the audit, shall express no
doubts about the ability of Borrower to continue as a going 
concern, and shall state that financial statements fairly   
present the financial position of Borrower as at the dates  
  indicated and the results of its operations and its cash flows
for the periods indicated in conformity with GAAP applied   
on a basis consistent with prior years (except as otherwise 
disclosed in such financial statements) and that the        
examination by such accountants in connection with such     
financial statements has been made in accordance with       
generally accepted auditing standards;                      

(iv)  Officers' and Compliance Certificates:  (a) together
with each delivery of financial statements of Borrower      
pursuant to subdivisions (ii) and (iii) above, an Officers' 
Certificate of Borrower stating that the signers have       
reviewed the terms of this Agreement and have made, or      
caused to be made under their supervision, a review in      
reasonable detail of the transactions and condition of      
Borrower during the accounting period covered by such       
financial statements and that such review has not disclosed 
the existence during or at the end of such accounting       
period, and that the signers do not have knowledge of the   
  existence as at the date of such Officers' Certificate, of any
condition or event that constitutes an Event of Default or  
  Default, or, if any such condition or event existed or exists,
specifying the nature and period of existence thereof and   
what action Borrower has taken, is taking and proposes to   
take with respect thereto; and (b) together with each       
delivery of financial statements of Borrower pursuant to    
subdivision (ii) above, a Compliance Certificate            
demonstrating in reasonable detail compliance during and at 
the end of the applicable accounting periods with the       
restrictions contained in Sections 7.6 and 7.8;             

(v)  Reconciliation Statements:  if, as a result of any   
change in accounting principles and policies from those     
used in the preparation of the audited financial statements 
referred to in Section 5.3, the financial statements of     
   Borrower delivered pursuant to subdivisions (i), (ii), (iii) or
  (xiii) of this Section 6.1 will differ in any material respect
from the financial statements that would have been          
delivered pursuant to such subdivisions had no such change  
in accounting principles and policies been made, then       
(a) together with the first delivery of financial statements
pursuant to subdivision (i), (ii), (iii) or (xiii) of this  
Section 6.1 following such change, financial statements of  
Borrower for (y) the current Fiscal Year to the effective   
date of such change and (z) the two full Fiscal Years       
immediately preceding the Fiscal Year in which such         
change is made, in each case prepared on a pro forma basis  
as if such change had been in effect during such periods,   
and (b) together with each delivery of financial statements 
pursuant to subdivision (i), (ii), (iii) or (xiii) of this  
Section 6.1 following such change, a written statement of   
the chief accounting officer or chief financial officer of  
Managing Partner on behalf of Borrower setting forth the    
differences which would have resulted if such financial     
statements had been prepared without giving effect to such  
change;                                                     

(vi)  Accountants' Certification:  together with each     
delivery of financial statements of Borrower pursuant to    
subdivision (iii) above, a written statement by the         
independent certified public accountants giving the report  
 thereon (a) stating that their audit has included a review of
the terms of this Agreement and the other Loan Documents    
 as they relate to accounting matters, (b) stating whether, in
connection with their audit, any condition or event that    
constitutes an Event of Default or Default has come to their
 attention and, if such a condition or event has come to their
attention, specifying the nature and period of existence    
thereof; provided that such accountants shall not be liable 
by reason of any failure to obtain knowledge of any such    
Event of Default or Default that would not be disclosed in  
   the course of their audit and their report may state that their
audit was not directed toward obtaining such knowledge,     
 and (c) stating that based on their audit nothing has come to
   their attention that causes them to believe either or both that
the information contained in the certificates delivered     
therewith pursuant to subdivision (iv) above is not correct 
or that the matters set forth in the Compliance Certificates
delivered therewith pursuant to clause (b) of subdivision   
(iv) above for the applicable Fiscal Year are not stated in 
accordance with the terms of this Agreement;                

(vii)  Accountants' Reports:  promptly upon receipt       
thereof, but in no case later than concurrently with each   
delivery of financial statements of Borrower pursuant to    
subdivisions (ii) and (iii) above (unless restricted by     
applicable professional standards), copies of all reports   
submitted to Borrower by independent certified public       
accountants in connection with each annual, interim or      
special audit of the financial statements of Borrower made  
by such accountants, including, without limitation, any     
comment letter submitted by such accountants to             
management in connection with their annual audit;           

(viii)  SEC Filings and Press Releases:  promptly upon    
their becoming available, and, with respect to (a) and (b)  
below, at and after the time Borrower or a Subsidiary of    
Borrower becomes subject to the reporting requirements      
under Section 13 or Section 15(d) of the Securities         
Exchange Act of 1934, copies of (a) all financial           
statements, reports, notices and proxy statements sent or   
made available generally by Borrower to its security        
holders or by any Subsidiary of Borrower to its security    
holders other than Borrower or another Subsidiary of        
Borrower, (b) all regular and periodic reports and all      
registration statements (other than on Form S-8 or a similar
form) and prospectuses, if any, filed by Borrower or any of 
Borrower's Subsidiaries with any securities exchange or     
with the Securities and Exchange Commission or any          
governmental or private regulatory authority, and (c) all   
press releases and other statements made available generally
by or on behalf of Borrower or any of Borrower's Subsid-    
iaries to the public concerning material developments in the
business of Borrower or any of Borrower's Subsidiaries;     

(ix)  Events of Default, etc.:  promptly upon any Senior  
Officer of any General Partner or any Executive Committee   
member obtaining knowledge, but in no case later than       
concurrently with each delivery of financial statements of  
  Borrower pursuant to subdivisions (ii) and (iii) above, (a) of
any condition or event that constitutes an Event of Default 
or Default, or becoming aware that any Lender has given     
any notice (other than to Administrative Agent) or taken    
any other action with respect to a claimed Event of Default 
or Default, (b) that any Person has given any notice to     
Borrower or any of its Subsidiaries or taken any other      
action with respect to a claimed default or event or        
condition of the type referred to in Section 8.2, (c) of the
occurrence of any event or change that has caused or        
 evidences, either in any case or in the aggregate, a Material
Adverse Effect, or (d) that any Gaming Board has indicated  
its intent to consider or act upon a License Revocation or a
fine or penalty of $1,000,000 or more with respect to       
 Borrower or any of its Subsidiaries, an Officers' Certificate
specifying the nature and period of existence of such       
condition, event or change, or specifying the notice given  
or action taken by any such Person and the nature of such   
claimed Event of Default, Default, default, event or condi- 
tion, and what action Borrower has taken, is taking and     
proposes to take with respect thereto;                      

(x)  Litigation or Other Proceedings:  (a) promptly upon  
any officer of Borrower obtaining knowledge of, but in no   
case later than concurrently with each delivery of financial
statements of Borrower pursuant to subdivisions (ii) and    
  (iii) above, (X) the institution of any action, suit, proceed-
ing (whether administrative, judicial or otherwise),        
governmental investigation or arbitration against or        
affecting Borrower or any of its Subsidiaries or any        
property of Borrower or any of its Subsidiaries (collec-    
tively, "Proceedings") not previously disclosed in writing  
by Borrower to Lenders or (Y) any material development in   
any Proceeding that, in any case:                           

(1)  if adversely determined, has a reasonable possibility
         of giving rise to a Material Adverse Effect; or

(2)  seeks to enjoin or otherwise prevent the             
              consummation of, or to recover any damages or obtain
              relief as a result of, the transactions contemplated
hereby;                               

written notice thereof together with such other information 
as may be reasonably available to Borrower to enable        
Lenders and their counsel to evaluate such matters; and     
(b) together with each delivery of financial statements     
pursuant to subdivision (ii) above, a schedule of all       
Proceedings involving an alleged liability of, or claims    
against or affecting, Borrower or any of its Subsidiaries   
equal to or greater than $5,000,000, and promptly after     
request by Administrative Agent such other information as   
may be reasonably requested by Administrative Agent to      
enable Administrative Agent and its counsel to evaluate any 
of such Proceedings;                                        

(xi)  ERISA Events:  promptly upon becoming aware of      
the occurrence of or forthcoming occurrence of any ERISA    
Event with respect to Borrower or any of its ERISA          
Affiliates, but in no case later than concurrently with each
delivery of financial statements of Borrower pursuant to    
  subdivisions (ii) and (iii) above, a written notice specifying
the nature thereof, what action Borrower or any of its      
ERISA Affiliates has taken, is taking or proposes to take   
with respect thereto and, when known, any action taken or   
threatened by the Internal Revenue Service, the Department  
of Labor or the PBGC with respect thereto;                  

(xii)  ERISA Notices:  together with each delivery of     
 financial statements of Borrower pursuant to subdivision (ii)
above, copies of (a) each Schedule B (Actuarial             
Information) to the annual report (Form 5500 Series) filed  
by Borrower or any of its ERISA Affiliates with the         
Internal Revenue Service with respect to each Pension Plan  
 since the last such delivery of financial statements; (b) all
notices received by Borrower or any of its ERISA Affiliates 
from a Multiemployer Plan sponsor concerning an ERISA       
Event since the last such delivery of financial statements; 
and (c) such other documents or governmental reports or     
filings relating to any Employee Benefit Plan as            
Administrative Agent shall reasonably request;              

(xiii)  Financial Plans:  concurrent with delivery thereof
pursuant to Section 5.2 (or any successor provision) of the 
Joint Venture Agreement, and in any event no later than 90  
days after the end of each Fiscal Year, a copy of the       
"Annual Business Plan" (as such term is defined in          
Section 5.2 (or any successor provision) of the Joint       
Venture Agreement) as approved by the Executive             
Committee pursuant to such Section 5.2;                     

(xiv)  Insurance:  as soon as practicable and in any event
no later than 90 days after the end of each Fiscal Year, a  
report in form and substance satisfactory to Administrative 
Agent outlining all material insurance coverage maintained  
as of the date of such report by Borrower and its           
Subsidiaries and all material insurance coverage planned to 
be maintained by Borrower and its Subsidiaries in the       
immediately succeeding Fiscal Year to the extent not        
included in the information delivered pursuant to           
Section 6.1(xiii);                                          

(xv)  Environmental Audits and Reports:  promptly upon    
receipt thereof, but in no case later than concurrently with
each delivery of financial statements of Borrower pursuant  
to subdivisions (ii) and (iii) above, copies of all environ-
mental audits and reports, whether prepared by personnel of 
Borrower or its Subsidiaries or by independent consultants, 
with respect to significant environmental matters at any    
Facility, that could result in a Material Adverse Effect;   

(xvi)  Certain Changes Within Borrower; Events of         
Bankruptcy:  with reasonable promptness, but in no case     
later than concurrently with each delivery of financial     
 statements of Borrower pursuant to Subdivision (ii) and (iii)
above, written notice of (a) any change or proposed change  
in Managing Partner or any change in "General Manager"      
(as such term is used in the Joint Venture Agreement) or    
(b) the occurrence of any event or action that, with the    
passage of time, would become an "Event of Bankruptcy"      
(as such term is defined in Section 14.1 of the Joint       
Venture Agreement as in effect as of the Closing Date);     

(xvii)  Formation of Subsidiary; Circus Loan Agreement:   
together with each delivery of financial statements of      
Borrower pursuant to subdivision (ii) and (iii) above, (a) a
written notice with respect to any Person that has become a 
Subsidiary of Borrower since the last such delivery of      
financial statements, setting forth (1) the date on which   
such Person became a Subsidiary of Borrower and (2) all of  
the data required to be set forth in Schedule 5.1 with      
respect to all Subsidiaries of Borrower (it being understood
that such written notice shall be deemed to supplement      
Schedule 5.1 for all purposes of this Agreement) and        
(b) copies of any amendment, supplement or modification     
of the Circus Loan Agreement since the Closing Date that    
have not previously been delivered;                         

(xviii)  Other Information:  with reasonable promptness,  
such other information and data with respect to Borrower or 
any of its Subsidiaries as from time to time may be         
reasonably requested by any Lender; and                     

(xix)  Regulation 6.090 Reports:  Promptly after the      
same are available, but in no case later than concurrently  
with each delivery of the financial statements of Borrower  
pursuant to subdivisions (ii) and (iii) above, copies of the
Nevada "Regulation 6.090 Report" and "6-A Report" and       
copies of any written communication to Borrower or any of   
its Subsidiaries from any Gaming Board advising it of a     
violation of or non-compliance with, any Gaming Law by      
Borrower or any of its Subsidiaries.                        

6.2   Borrower or Corporate Existence, etc.                 

Except as permitted under Section 7.7, Borrower 
  will, and will cause each of its Subsidiaries to, at all times
 preserve and keep in full force and effect its partnership or
corporate existence, as applicable, and all rights and      
franchises material to its business.                        

6.3   Payment of Taxes and Claims; Tax Consolidation.       

A.   Borrower will, and will cause each of its            
Subsidiaries to, pay all taxes, assessments and other       
governmental charges imposed upon it or any of its          
properties or assets or in respect of any of its income,    
businesses or franchises before any penalty accrues thereon,
and all claims (including, without limitation, claims for   
labor, services, materials and supplies) for sums that have 
become due and payable and that by law have or may          
become a Lien upon any of its properties or assets, prior to
the time when any penalty or fine shall be incurred with    
respect thereto; provided that no such charge or claim need 
be paid if being contested in good faith by appropriate     
proceedings promptly instituted and diligently conducted    
and if such reserve or other appropriate provision, if any, 
as shall be required in conformity with GAAP shall have     
been made therefor.                                         

B.   Borrower will not, nor will it permit any of its     
Subsidiaries to, file or consent to the filing of any       
consolidated income tax return with any Person (other than  
Borrower or any of its Subsidiaries).                       

6.4   Maintenance of Properties; Insurance.                 

Borrower will, and will cause each of its       
Subsidiaries to, maintain or cause to be maintained in good 
repair, working order and condition, ordinary wear and tear 
excepted, all material properties used or owned by          
Borrower and useful in the business of Borrower and its     
Subsidiaries (including, without limitation, maintenance of 
Intellectual Property) and from time to time will make or   
cause to be made all appropriate repairs, renewals and      
replacements thereof and will comply fully with the terms   
and conditions of the Section 4 of the Deed of Trust.       
Borrower will maintain or cause to be maintained, with      
financially sound and reputable insurers, insurance with    
 respect to its properties and business and the properties and
businesses of its Subsidiaries against loss or damage of the
kinds customarily carried or maintained under similar       
circumstances by Persons of established reputation engaged  
in similar businesses and will otherwise comply fully with  
the terms and conditions of Section 6 of the Deed of Trust. 
Each such policy of insurance shall name Administrative     
Agent for the benefit of Lenders as the loss payee          
thereunder for amounts in excess of $1,000,000 and shall    
provide for at least 30 days prior written notice to        
Administrative Agent of any modification or cancellation of 
such policy.                                                

6.5   Inspection; Lender Meeting.                           

To the extent not prohibited by applicable law, 
Borrower shall, and shall cause each of its Subsidiaries to,
permit any authorized representatives designated by any     
Lender to visit and inspect any of the properties of        
Borrower or any of its Subsidiaries, including its and their
financial and accounting records, and to make copies and    
  take extracts therefrom, and to discuss its and their affairs,
finances and accounts with its and their officers and       
independent public accountants (provided that Borrower      
may, if it so chooses, be present at or participate in any  
such discussion), all upon reasonable notice and at such    
reasonable times during normal business hours and as often  
as may be reasonably requested.  Without in any way         
limiting the foregoing, Borrower will, upon the request of  
Administrative Agent or Lenders, participate in a meeting   
of Administrative Agent and Lenders once during each        
Fiscal Year to be held at Borrower's principal offices (or  
such other location as may be agreed to by Borrower and     
Administrative Agent) at such time as may be agreed to by   
Borrower and Administrative Agent.                          

6.6   Compliance with Laws, etc.                            

Borrower shall, and shall cause each of its     
Subsidiaries to, comply with the requirements of all        
applicable laws, rules, regulations and orders of any       
governmental authority, including, without limitation, all  
Gaming Laws, and to obtain and keep in full force and       
 effect each permit, license, consent, or approval required to
permit the operation of the Hotel, except where the failure 
to be in compliance or to obtain and keep in full force and 
effect could not reasonably be expected to cause a Material 
Adverse Effect.  Borrower shall and shall cause each of its 
Subsidiaries to comply with the requirements of all Gaming  
Laws applicable to such Person.                             

6.7   Environmental Disclosure and Inspection.              

A.   Borrower shall, and shall cause each of its          
Subsidiaries to, exercise due diligence in order to comply  
and use its best efforts to cause (i) all tenants under any 
leases or occupancy agreements affecting any portion of the 
Facilities and (ii) all other Persons on or occupying such  
property, to comply with all Environmental Laws.            

B.   Borrower agrees that Administrative Agent may,       
from time to time and in its sole and absolute discretion,  
retain, at Borrower's expense, an independent professional  
consultant to review any report relating to Hazardous       
Material prepared by or for Borrower and, whether or not    
any such report exists, upon reasonable notice to Borrower, 
 to conduct its own investigation of any Facility currently or
previously owned, leased, operated or used by Borrower or   
any of its Subsidiaries, and Borrower agrees to use its best
efforts to obtain permission for Administrative Agent's     
professional consultant to conduct its own investigation of 
any Facility previously owned, leased, operated or used by  
Borrower or any of its Subsidiaries.  Borrower hereby       
grants to Administrative Agent and its Administrative       
Agents, employees, consultants and contractors the right to 
enter into or on to the Facilities currently owned, leased, 
operated or used by Borrower or any of its Subsidiaries to  
perform such tests on such property as are reasonably       
necessary to conduct such a review and/or investigation.    
Any such investigation of any Facility shall be conducted,  
unless otherwise agreed to by Borrower and Administrative   
Agent, during normal business hours and, to the extent      
reasonably practicable, shall be conducted with prior notice
 and so as not to interfere with the ongoing operations at any
such Facility or to cause any damage or loss to any         
property at such Facility.  Borrower and Administrative     
Agent hereby acknowledge and agree that any report of any   
investigation conducted at the request of Administrative    
Agent pursuant to this Section 6.7B will be obtained and    
shall be used by Administrative Agent and Lenders for the   
purposes of Lenders' internal credit decisions, to monitor  
and police the Loans and to protect Lenders' security       
interests, if any, created by the Loan Documents.           
Administrative Agent agrees to deliver a copy of any such   
report to Borrower promptly after its completion, and       
Borrower acknowledges and agrees that (i) it will indemnify 
and hold harmless Administrative Agent and each Lender      
from any costs, losses or liabilities relating to Borrower's
use of or reliance on any such report, (ii) neither         
Administrative Agent nor any Lender makes any               
representation or warranty with respect to any such report, 
and (iii) by delivering such report to Borrower, neither    
Administrative Agent nor any Lender is requiring or         
recommending the implementation of any suggestions or       
recommendations contained in any such report; provided,     
however, that Administrative Agent shall not be required by 
this Section 6.7B to deliver any such report to Borrower    
that is protected by the attorney-client privilege or other 
 privilege if and to the extent that to do so could reasonably
  be expected to result in the waiver or loss of that privilege.

C.   Borrower shall promptly advise Lenders in writing    
and in reasonable detail of (i) any Release of any          
Hazardous Material required to be reported to any federal,  
state or local governmental or regulatory agency under any  
applicable Environmental Laws, (ii) any and all written     
communications with respect to any Environmental Claims     
that have a reasonable possibility of giving rise to a      
Material Adverse Effect or with respect to any Release of   
Hazardous Material required to be reported to any federal,  
state or local governmental or regulatory agency, (provided,
however, that Borrower shall not be required by this        
Section 6.7C to advise Lenders of the contents of any       
written communication that is protected by the attorney-    
client or other privilege if and to the extent that to do so
could reasonably be expected to result in the waiver or loss
of that privilege), (iii) any remedial action taken by      
Borrower or any other Person in response to (x) any         
Hazardous Material on, under or about any Facility, the     
existence of which has a reasonable possibility of resulting
in an Environmental Claim having a Material Adverse         
Effect, or (y) any Environmental Claim that reasonably      
could have a Material Adverse Effect, (iv) Borrower's       
discovery of any occurrence or condition on any real        
property adjoining or in the vicinity of any Facility that  
reasonably could cause such Facility or any part thereof to 
be subject to (x) any restrictions on the ownership or      
  transferability thereof or (y) any material restriction on the
occupancy or use thereof under any Environmental Laws       
which restriction on occupancy or use could reasonably be   
expected to result in a Material Adverse Effect, and (v) any
request for information from any governmental agency that   
indicates such agency is investigating whether Borrower or  
any of its Subsidiaries may be potentially responsible for a
Release of Hazardous Material.                              

D.   Borrower shall promptly notify Lenders of (i) any    
proposed acquisition of stock, assets, or property by       
Borrower or any of its Subsidiaries that could reasonably be
expected to expose Borrower or any of its Subsidiaries to,  
or result in, Environmental Claims that could have a        
Material Adverse Effect or that could reasonably be         
expected to have a material adverse effect on any Govern-   
mental Authorization then held by Borrower or any of its    
Subsidiaries and (ii) any action that Borrower or any of its
Subsidiaries proposes to take to commence manufacturing,    
industrial or other operations that reasonably could be     
expected to subject Borrower or any of its Subsidiaries to  
laws, rules or regulations (including, without limitation,  
laws, rules and regulations requiring additional            
environmental permits or licenses) not theretofore          
 applicable to the Hotel, Facilities or operations of Borrower
or any of its Subsidiaries.                                 

E.   Borrower shall, at its own expense, provide copies   
of such documents or information as Administrative Agent    
may reasonably request in relation to any matters disclosed 
pursuant to this Section 6.7 (provided, however, that       
Borrower shall not be required by the provisions of this    
Section 6.7E to provide documents or information that is    
 protected by the attorney-client or other privilege if and to
the extent that to do so could reasonably be expected to    
result in the waiver or loss of that privilege).            

6.8   Borrower's Remedial Action Regarding Hazardous        
Material.                   

Borrower shall promptly take, and shall cause   
each of its Subsidiaries promptly to take, any and all      
necessary remedial action in connection with the presence,  
storage, use, disposal, transportation or Release of any    
Hazardous Material on, under or about any Facility in       
order to comply with all applicable Environmental Laws      
and Governmental Authorizations.  In the event Borrower     
or any of its Subsidiaries undertakes any remedial action   
with respect to any Hazardous Material on, under or about   
any Facility, Borrower or such Subsidiary shall conduct and 
complete such remedial action in compliance with all        
applicable Environmental Laws and other applicable legal    
requirements (including lawful policies, orders and         
directives of federal, state and local governmental         
authorities).                                               

6.9   Documentation Concerning General Partner              
Subordinated Debt.          

In the event that Circus elects to make any     
required Additional Contributions pursuant to the Make-     
Well Agreement, Borrower shall promptly, and in any         
event within the periods required for the making of such    
Additional Contributions, execute and deliver to Circus, in 
a form reasonably acceptable to the Administrative Agent,   
credit documentation of the type contemplated by the        
definition of General Partner Subordinated Debt.            

SECTION 7                         
NEGATIVE COVENANTS                          

Borrower covenants and agrees that, so long as  
the Commitments remain in effect and until payment in full  
of all of the Loans and other Obligations and the           
cancellation or expiration of all Letters of Credit, unless 
Lenders shall otherwise give prior written consent,         
Borrower shall perform, and shall cause each of its         
Subsidiaries to perform, all covenants in this Section 7.   

7.1   Indebtedness.                                         

   Borrower shall not, and shall not permit any of its
  Subsidiaries to, directly or indirectly, create, incur, assume
or guaranty, or otherwise become or remain directly or      
indirectly liable with respect to, any Indebtedness, except 
that Borrower may become and remain liable with respect     
to:                                                         

(i)  the Obligations;                                     

(ii)  Contingent Obligations permitted by Section 7.4     
and, upon any matured obligations actually arising pursuant 
thereto, the Indebtedness corresponding to the Contingent   
Obligations so extinguished;                                

(iii)  Indebtedness in respect of Capital Leases in an    
aggregate principal amount not to exceed $15,000,000 at     
any one time outstanding; provided that such Capital Leases 
are not prohibited under the terms of Section 7.8; provided,
further that all such Indebtedness incurred pursuant to in  
this clause (iii) of this Section 7.1 shall reduce the Other
Permitted Indebtedness permitted in clause (vi) of this     
Section 7.1;                                                

(iv)  Indebtedness to any of its wholly-owned             
Subsidiaries, and any wholly-owned Subsidiary of Borrower   
may become and remain liable with respect to Indebtedness   
to Borrower incurred in the ordinary course of the business 
of Borrower and that Subsidiary; provided that (a) all such 
intercompany Indebtedness shall be evidenced by             
promissory notes, (b) all such intercompany Indebtedness    
owed by Borrower to any of its Subsidiaries shall be        
subordinated in right of payment to the payment in full of  
the Obligations pursuant to the terms of the applicable     
promissory notes or an intercompany subordination           
agreement, and (c) any payment by any Subsidiary of         
Borrower under any guaranty of the Obligations shall result 
in a pro tanto reduction of the amount of any intercompany  
Indebtedness owed by such Subsidiary to Borrower or to      
any of its Subsidiaries for whose benefit such payment is   
made;                                                       

(v)  Indebtedness consisting of the amount of General     
Partner Subordinated Debt required to be contributed from   
time to time to Borrower in accordance with the terms of    
the Make-Well Agreement; and                                

(vi)  other Indebtedness in an aggregate principal amount 
not to exceed $15,000,000 at any time outstanding minus     
the amount of Indebtedness outstanding under clause (iii)   
above.                                                      

7.2   Liens and Related Matters.                            

  A.  Prohibition on Liens.  Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or    
 indirectly, create, incur, assume or permit to exist any Lien
on or with respect to any property or asset of any kind     
(including any document or instrument in respect of goods   
or accounts receivable) of Borrower or any of its           
Subsidiaries, whether now owned or hereafter acquired, or   
 any income or profits therefrom, or file or permit the filing
 of, or permit to remain in effect, any financing statement or
other similar notice of any Lien with respect to any such   
property, asset, income or profits under the Uniform        
Commercial Code of any State or under any similar           
recording or notice statute, except:                        

(i)  Permitted Encumbrances;                              

(ii)  Liens described in Schedule 7.2;                    

(iii)  Liens granted pursuant to the Collateral Documents;

(iv)  Liens securing Indebtedness permitted under         
   Section 7.1(iii); provided that such Liens relate solely to the
property financed with such Indebtedness;                   

(v)  Liens securing Indebtedness permitted under          
  Section 7.1(vi); provided that such Liens relate solely to the
property financed with such Indebtedness;                   

(vi)  Liens created by or resulting from litigation or a  
legal proceeding against Borrower or any of its Subsidiaries
or both in the ordinary course of business which litigation 
or legal proceeding currently is being contested in good    
faith by appropriate proceedings and which litigation or    
legal proceeding does not result in an Event of Default     
under Section 8.8; provided that such Lien shall be bonded  
or foreclosure of such Lien stayed by order of a court of   
competent jurisdiction and; provided further, that any such 
Lien shall cease to be a permitted exception to this        
Section 7.2 if any attempt to foreclose thereon could       
reasonably be expected to occur within the next 60 days;    
and                                                         

(vii)  In the event that Circus makes any required        
Additional Contributions under the Make-Well Agreement      
in the form of General Partner Subordinated Debt, Liens     
securing such General Partner Subordinated Debt which are   
subordinated to the Indebtedness hereunder pursuant to a    
Subordination Agreement.                                    

B.   Equitable Lien in Favor of Lenders.  If Borrower     
or any of its Subsidiaries shall create or assume any Lien  
upon any of its properties or assets, whether now owned or  
hereafter acquired, other than Liens excepted by the        
provisions of Section 7.2A, it shall make or cause to be    
made effective provision whereby the Obligations will be    
secured by such Lien equally and ratably with any and all   
other Indebtedness secured thereby as long as any such      
Indebtedness shall be so secured; provided that,            
notwithstanding the foregoing, this covenant shall not be   
construed as a consent by Lenders to the creation or        
assumption of any such Lien not permitted by the provi-     
sions of Section 7.2A.                                      

C.   No Further Negative Pledges.  Except with            
respect to (i) specific property encumbered pursuant to     
Section 7.2A(iv) or (v) to secure payment of particular     
  Indebtedness, (ii) specific property to be sold pursuant to an
executed agreement with respect to an Asset Sale or (iii) a 
Lien created in favor of Administrative Agent pursuant to   
the Collateral Documents, neither Borrower nor any of its   
Subsidiaries shall enter into any agreement prohibiting the 
creation or assumption of any Lien upon any of its          
respective properties or assets, whether now owned or       
hereafter acquired.                                         

D.   No Restrictions on Subsidiary Distributions to       
Borrower or Other Subsidiaries.  Except as provided         
herein, Borrower will not, and will not permit any of its   
 Subsidiaries to, create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or           
 restriction of any kind on the ability of any such Subsidiary
to (i) pay dividends or make any other distributions on any 
of such Subsidiary's capital stock owned by Borrower or     
any other Subsidiary of Borrower, (ii) repay or prepay any  
Indebtedness owed by such Subsidiary to Borrower or any     
other Subsidiary of Borrower, (iii) make loans or advances  
to Borrower or any other Subsidiary of Borrower, or         
(iv) transfer any of its property or assets to Borrower or  
any other Subsidiary of Borrower.                           

7.3   Investments.                                          

   Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, make or own any    
Investment in any Person, including any Joint Venture,      
except:                                                     

(i)  Borrower and its Subsidiaries may make and own       
Investments in Cash Equivalents;                            

(ii)  Borrower and its wholly-owned Subsidiaries may      
create, and make and own Investments in, wholly-owned       
Subsidiaries engaged in operations reasonably necessary for 
the business of Borrower with respect to the Hotel;         
provided, however, that (a) the aggregate of all such       
Investments (without duplication in the case of Investments 
through multiple tiers of Subsidiaries) may not exceed      
$10,000,000, (b) no such Subsidiary may (1) create, incur,  
assume or guarantee, or otherwise become or remain          
directly or indirectly liable with respect to, any          
Indebtedness (other than Indebtedness permitted under       
clause (iv) of Section 7.1), (2) create, incur, assume or   
permit to exist any Lien on or with respect to any property 
or asset of any kind of such Subsidiary (other than         
Permitted Encumbrances and Liens granted pursuant to the    
Collateral Documents), or (3) create or become or remain    
liable with respect to any Contingent Obligation (other than
Contingent Obligations under any guarantee of the           
Obligations);                                               

(iii)  Borrower and its Subsidiaries may make Capital     
Expenditures permitted by Section 7.8; and                  

(iv)  Borrower and its Subsidiaries may make advances     
 to customers in the ordinary course of business substantially
consistent with the practice of other gaming institutions in
connection with their gaming operations in the State of     
Nevada.                                                     

7.4   Contingent Obligations.                               

   Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or become or
remain liable with respect to any Contingent Obligation,    
except that Borrower may become and remain liable with      
respect to:                                                 

(i)  Contingent Obligations in respect of Letters of      
Credit;                                                     

(ii)  Interest Rate Agreements; provided that the         
aggregate notional amount with respect to such Interest Rate
Obligations shall not exceed at any time the aggregate      
amount, without duplication, of the Commitments and the     
Loans then in effect or outstanding;                        

(iii)  Contingent Obligations pursuant to indemnity       
obligations with respect to taxes of Borrower, the          
Environmental Indemnity, workers compensation for           
Borrower's employees, a title policy and other indemnity    
obligations incurred in the ordinary course of business.    

7.5   Restricted Junior Payments.                           

   Borrower shall not, and shall not permit any of its
  Subsidiaries to, directly or indirectly, declare, order or pay
any sum for any Restricted Junior Payment; provided that    
so long as no Event of Default or Default shall have        
occurred and be continuing or occurs as a result thereof    
Borrower may make the following Restricted Junior           
Payments:                                                   

(i) payment of all Subordinated Debt owed to Circus (the  
principal amount of  which is $35,103,549) on the Closing   
Date, together with interest thereon through the Closing    
Date;                                                       

(ii)  Tax Distributions to General Partners in proportion 
to their Percentage Interests;                              

(iii)  In addition to the foregoing, during the Make-Well 
Period, Other Borrower Distributions which do not exceed    
45% of Available Cash Flow for the period beginning with    
   the first full fiscal quarter after the Closing Date and ending
with the then most recently ended fiscal quarter (calculated
without reduction for such Other Borrower Distribution),    
provided that no such Borrower Distributions shall be made  
if the Make-Well Leverage Ratio (as of the then most        
recent Fiscal Quarter and on a pro forma basis giving effect
to such payment) would be in excess of 4.75:1.00; and       

(iv)  In addition to the foregoing, following the Make-   
Well Period, Other Borrower Distributions which do not      
exceed 25% of Available Cash Flow for the period            
beginning with the first day of the fiscal quarter during   
which the Make-Well Period ended and ending with the        
then most recently ended fiscal quarter (calculated without 
reduction for such Other Borrower Distributions);           

Neither Borrower nor any of its Subsidiaries may directly   
or indirectly declare, order, pay or make, or set apart any 
sum or property for, any Restricted Junior Payment or       
agree to do so except as permitted by this Section 7.5.     

7.6   Financial Covenants.                                  

A.   Minimum Coverage Ratio.  Borrower shall not          
permit the Coverage Ratio:                                  

  (a) As of the last day of any Fiscal Quarter which
           ends during the Make-Well Period, to be less than
               1.05:1.00, provided that Borrower shall be deemed not
                   to be in default under this Section 7.6A if Circus or its
                   Affiliates make a timely Additional Contribution (as that
                 term is defined in the Make-Well Agreement) pursuant to
  the terms of the Make-Well Agreement; or

  (b) As of the last day of any Fiscal Quarter which
          ends after the Make-Well Period, to be less than
1.25:1.00.                            

B.   Maximum Leverage Ratio.  Borrower shall not          
permit the Leverage Ratio as of the last day of any Fiscal  
Quarter ending during a period described below to exceed    
the ratio set forth opposite that period:                   

Quarters Ending                          Maximum          
Leverage Ratio                                              

Closing Date through               4.85:1.00              
December 31, 1997                                         

January 1, 1998 through                                   
December 31, 1998                  4.50:1.00              

January 1, 1999 through                                   
March 31, 1999                4.25:1.00                   

April 1, 1999 through                                     
December 31, 1999                  4.00:1.00              

January 1, 2000                                           
June 30, 2000                 3.50:1.00                   

July 1, 2000 through                                      
December 31, 2000                  3.25:1.00              

Thereafter through Termination Date     3.00:1.00         

7.7   Restriction on Fundamental Changes; Asset Sales       
and Acquisitions.           

   Borrower shall not, and shall not permit any of its
 Subsidiaries to, alter the corporate, partnership, capital or
legal structure of Borrower or any of its Subsidiaries, or  
enter into any transaction of merger or consolidation, or   
liquidate, wind-up or dissolve itself (or suffer any        
  liquidation or dissolution), or convey, sell, lease, sublease,
transfer or otherwise dispose of, in one transaction or a   
series of transactions, all or any part of its business,    
property or fixed assets, whether now owned or hereafter    
acquired, or acquire by purchase or otherwise all or        
   substantially all the business, property or fixed assets of, or
stock or other evidence of beneficial ownership of, any     
Person or any division or line of business of any Person,   
except:                                                     

(i)  any Subsidiary of Borrower may be merged with or     
into Borrower or any wholly-owned Subsidiary of             
Borrower, or be liquidated, wound up or dissolved, or all   
or any part of its business, property or assets may be      
conveyed, sold, leased, transferred or otherwise disposed   
of, in one transaction or a series of transactions, to      
Borrower or any wholly-owned Subsidiary of Borrower;        
provided that, in the case of such a merger, Borrower or    
such wholly-owned Subsidiary shall be the continuing or     
surviving Person;                                           

(ii)  Borrower and its Subsidiaries may make Capital      
Expenditures permitted under Section 7.8;                   

(iii)  Borrower and its Subsidiaries may sell or otherwise
  dispose of assets in transactions that do not constitute Asset
Sales; provided that the consideration received for such    
  assets shall be in an amount at least equal to the fair market
value thereof;                                              

(iv)  Borrower and its Subsidiaries may, in the ordinary  
 course of business, sell for cash, equipment that is obsolete
or in need of replacement and no longer used or useful in   
its business;                                               

(v)  Borrower may dispose of personal property to         
customers or potential customers in connection with         
promotions in the ordinary course of business substantially 
consistent with the practice of other gaming institutions in
connection with their gaming operations in the State of     
Nevada; and                                                 

(vi)  Borrower and its wholly-owned Subsidiaries may      
make Investments permitted by Section 7.3(ii).              

7.8  Capital Expenditures.                                  

Borrower shall not, and shall not permit its    
Subsidiaries to, make or incur Capital Expenditures (other  
than additional Capital Expenditures of up to $7,500,000    
for purposes of initial construction of (but not subsequent 
improvement of) a restaurant, retail or entertainment       
attraction to be constructed on the mezzanine level of the  
Hotel), in any calendar year in an aggregate amount in      
excess of $7,000,000, provided that (a) any amount not so   
expended during any calendar year may be expended in the    
immediately succeeding calendar year, and                   
(b) notwithstanding clause (a) the aggregate amount so      
expended shall never exceed $10,000,000 in any calendar     
year..                                                      

7.9    Sales and Lease-Backs.                               

   Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain   
liable as lessee or as a guarantor or other surety with     
respect to any lease, whether an Operating Lease or a       
Capital Lease, of any property (whether real, personal or   
mixed), whether now owned or hereafter acquired,            
(i) which Borrower or any of its Subsidiaries has sold or   
transferred or is to sell or transfer to any other Person   
(other than Borrower or any of its Subsidiaries) or         
 (ii) which Borrower or any of its Subsidiaries intends to use
for substantially the same purpose as any other property    
which has been or is to be sold or transferred by Borrower  
or any of its Subsidiaries to any Person (other than        
Borrower or any of its Subsidiaries) in connection with     
such lease, other than as contemplated by Sections 7.1(iii) 
and 7.1(vi).                                                

7.10    Sale or Discount of Receivables.                    

   Borrower shall not, and shall not permit any of its
   Subsidiaries to, directly or indirectly, sell with recourse, or
discount or otherwise sell for less than the face value     
thereof, any of its notes or accounts receivable (other than
settlements in the ordinary course of business and          
substantially consistent with the practice at other gaming  
institutions in connection with their gaming operations in  
the State of Nevada with payors of such notes or accounts   
receivable reached to facilitate collection from such payor 
of such notes or accounts receivable).                      

7.11    Transactions with Shareholders and Affiliates.      

   Borrower shall not, and shall not permit any of its
 Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction (including, without limitation, the
purchase, sale, lease or exchange of any property or the    
rendering of any service) with any holder of 5% or more of  
any class of equity Securities of Borrower or with any      
Affiliate of Borrower or of any such holder; provided that  
the foregoing restriction shall not apply to (i) any        
transaction between Borrower and any of its wholly-owned    
Subsidiaries or between any of its wholly-owned             
Subsidiaries, (ii) reasonable and customary management      
fees and reimbursements of expenses paid to Managing        
Partner pursuant to the terms of the Joint Venture Agree-   
ment, (iii) other payments permitted by the Joint Venture   
Agreement as in effect at the Closing Date and not          
otherwise prohibited or restricted by the terms of this     
Agreement, (iv) the Make-Well Agreement and                 
Subordinated Debt incurred pursuant thereto, or             
(v) transactions between Borrower and its Affiliates        
necessary to the operation of the Hotel that the Executive  
Committee has determined in good faith are conducted on     
terms no less favorable than could be obtained from a third 
party in an arm's-length transaction.                       

7.12    Conduct of Business.                                

From and after the Closing Date, Borrower shall 
not, and shall not permit any of its Subsidiaries to, engage
in any business other than the operation of the hotel and   
casino business of the Hotel and other businesses           
reasonably incidental thereto and located on or adjacent to 
the Premises.                                               

7.13    Amendments of Related Documents.                    

A.   Borrower shall not, and shall not permit any of its  
Subsidiaries to, amend or otherwise change the terms of     
any Subordinated Indebtedness, or make any payment          
consistent with an amendment thereof or change thereto, if  
the effect of such amendment or change is to increase the   
interest rate on such Subordinated Indebtedness, change (to 
earlier dates) any dates upon which payments of principal   
or interest are due thereon, change any event of default or 
condition to an event of default with respect thereto (other
than to eliminate any such event of default), change the    
redemption, prepayment or defeasance provisions thereof,    
change the subordination provisions thereof (or of any      
guaranty thereof), or change any collateral therefor (other 
than to release such collateral), or if the effect of such  
amendment or change, together with all other amendments     
 or changes made, is to increase materially the obligations of
the obligor thereunder or to confer any additional rights on
the holders of such Subordinated Indebtedness (or a trustee 
or other representative on their behalf) which would be     
materially adverse to Borrower or adverse to Lenders.       

B.   Borrower shall not amend or otherwise change the     
terms of the Joint Venture Agreement if the effect of such  
amendment or change, together with all other amendments     
or changes made, is to increase the obligations of Borrower 
thereunder or to confer any additional rights on the other  
parties thereto that in either case would be materially     
adverse to Borrower or adverse to Lenders.                  

7.14    Fiscal Year.                                        

Borrower shall not change its Fiscal Year-end   
from December 31 without giving notice to Administrative    
Agent at least 30 days in advance of such change.           

7.15    Transfer of Borrower Interests.                     

No General Partner shall transfer all or any    
portion of its interest in Borrower or any rights therein   
except as permitted pursuant to Section 12.4 of the Joint   
Venture Agreement as in effect as of the Closing Date;      
provided that the provisions of this Section shall not limit
the operation of Section 8.12.                              

SECTION 8                         
EVENTS OF DEFAULT                         

If any of the following conditions or events    
("Events of Default") shall occur:                          

8.1   Failure to Make Payments When Due.                    

 (a) Failure by Borrower to pay any installment of
principal of any Loan when due, whether at stated maturity, 
by acceleration, by notice of voluntary prepayment (unless  
such notice is revoked by Borrower and would not result in  
the incurrence of any costs by Administrative Agent or any  
Lender or, if incurred, such costs are reimbursed by        
Borrower) by mandatory prepayment or otherwise;             

(b)  Failure by Borrower to pay when due any    
amount payable to an Issuing Lender in reimbursement of     
any drawing under a Letter of Credit; or                    

(c)  Failure by Borrower to pay any interest on 
any Loan or any fee or any other amount due under this      
Agreement or the other Loan Documents within five days      
after the date due; or                                      

8.2   Default in Other Agreements.                          

A.   Borrower's Agreements.                               

   (i)  Failure of Borrower or any of its Subsidiaries
                 to pay when due (a) any principal of or interest on any
              Indebtedness (other than Indebtedness referred to in
           Section 8.1) in an individual principal amount of
                 $2,500,000 or more or any items of Indebtedness with an
             aggregate principal amount of $5,000,000 or more or
                  (b) any Contingent Obligation in an individual principal
        amount of $2,500,000 or more or any Contingent
           Obligations with an aggregate principal amount of
                $5,000,000 or more, in each case beyond the end of any
                   grace period provided therefor; or (ii) breach or default
                by Borrower or any of its Subsidiaries with respect to
            any other material term of (a) any evidence of any
           Indebtedness in an individual principal amount of
                 $2,500,000 or more or any items of Indebtedness with an
             aggregate principal amount of $5,000,000 or more or
              any Contingent Obligation in an individual principal
        amount of $2,500,000 or more or any Contingent
               Obligations with an aggregate amount of $5,000,000 or
                more or (b) any loan agreement, mortgage, indenture or
          other agreement relating to such Indebtedness or
                 Contingent Obligations, if the effect of such breach or
                    default is to cause, or to permit the holder or holders of
                   that Indebtedness or Contingent Obligations (or a trustee
             on behalf of such holder or holders) to cause, that
                Indebtedness or Contingent Obligations to become or be
                  declared due and payable prior to its stated maturity or
                  the stated maturity or any underlying obligation, as the
              case may be (upon the giving or receiving of notice,
lapse of time, both, or otherwise); or

B.   Circus Loan Agreement.                               

 If the Make-Well Agreement is then in effect, the
          occurrence of (i) any default (or in the case of
           amendment, supplementation, other modification or
            termination of the Circus Loan Agreement after the
              Closing Date, the occurrence of any event that would
 have been a default had such amendment,
          supplementation, modification or termination not
               occurred) under Sections 6.3, 9.1(a), 9.1(b), 9.1(c),
                9.1(g), 9.1(k) or 9.1(o) of the Circus Loan Agreement,
                 whether or not such default is later cured or waived or
                   (ii) any default under the Circus Loan Agreement if, as a
                   result thereof, the lenders thereunder elect the remedies
 described in Section 9.2(a)(2) thereof.

8.3   Breach of Certain Covenants.                          

  Failure of Borrower or its Subsidiaries to perform
or comply with any term or condition contained in           
Section 2.4A, 2.4B(iii), 2.5, 6.1(ix), 6.2, 6.6 or Section 7
of this Agreement; or                                       

8.4   Breach of Warranty.                                   

Any representation, warranty, certification or  
other statement made by any Loan Party or by any of         
Parents in any Loan Document or in any statement or         
certificate at any time given by any of them in writing     
pursuant hereto or thereto or in connection herewith or     
therewith shall be false in any material respect on the date
as of which made; or                                        

8.5   Other Defaults Under Loan Documents.                  

Any Loan Party or Circus or Eldorado Hotel shall
default in the performance of or compliance with any term   
contained in this Agreement or any of the other Loan        
Documents to be complied with by such Person, other than    
any such term referred to in any other Section of this      
Section 8, and such default shall not have been remedied or 
waived within 15 days after receipt by Borrower of notice   
from Administrative Agent or any Lender of such default;    
or                                                          

8.6   Involuntary Bankruptcy; Appointment of Receiver,      
etc.                                                        

(i)  A court having jurisdiction in the premises
shall enter a decree or order for relief in respect of any  
Loan Party in an involuntary case under the Bankruptcy      
Code or under any other applicable bankruptcy, insolvency   
or similar law now or hereafter in effect, which decree or  
order is not stayed; or any other similar relief shall be   
 granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against any Loan        
Party under the Bankruptcy Code or under any other          
applicable bankruptcy, insolvency or similar law now or     
hereafter in effect; or a decree or order of a court having 
jurisdiction in the premises for the appointment of a       
   receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over any Loan Party, or over  
all or a substantial part of its property, shall have been  
entered; or there shall have occurred the involuntary       
appointment of an interim receiver, trustee or other        
custodian of any Loan Party for all or a substantial part of
its property; or a warrant of attachment, execution or      
similar process shall have been issued against any          
substantial part of the property of any Loan Party, and any 
  such event described in this clause (ii) shall continue for 60
days unless dismissed, bonded or discharged; or             

8.7   Voluntary Bankruptcy; Appointment of Receiver,        
etc.                                                        

  (i)  Any Loan Party shall have an order for relief
entered with respect to it or commence a voluntary case     
under the Bankruptcy Code or under any other applicable     
bankruptcy, insolvency or similar law now or hereafter in   
   effect, or shall consent to the entry of an order for relief in
an involuntary case, or to the conversion of an involuntary 
case to a voluntary case, under any such law, or shall      
consent to the appointment of or taking possession by a     
 receiver, trustee or other custodian for all or a substantial
part of its property; or any Loan Party shall make any      
assignment for the benefit of creditors; or (ii) any Loan   
  Party shall be unable, or shall fail generally, or shall admit
in writing its inability, to pay its debts as such debts    
become due; or the Board of Directors of any Loan Party     
(or any committee thereof) shall adopt any resolution or    
otherwise authorize any action to approve any of the actions
referred to in clause (i) above or this clause (ii); or     

8.8   Judgments and Attachments.                            

Any money judgment, writ or warrant of          
 attachment or similar process involving (i) in any individual
case an amount in excess of $2,500,000 or (ii) in the       
aggregate at any time an amount in excess of $5,000,000     
(in either case not adequately covered by insurance as to   
which a solvent and unaffiliated insurance company has      
acknowledged coverage) shall be entered or filed against    
any Loan Party or any of their respective assets and shall  
remain undischarged, unvacated, unbonded or unstayed for    
a period of 60 days (or in any event later than five days   
prior to the date of any proposed sale thereunder); or      

8.9   Dissolution.                                          

(i)  Any order, judgment or decree shall be entered       
against any Loan Party decreeing the dissolution or split up
of such Loan Party and such order shall remain              
undischarged or unstayed for a period in excess of 30 days; 
or                                                          

(ii)  the occurrence of any "Liquidating Event" (as such  
term is defined in Section 13.1 (or any successor provision)
of the Joint Venture Agreement).                            

8.10    Employee Benefit Plans.                             

There shall occur one or more ERISA Events      
which individually or in the aggregate results in or might  
reasonably be expected to result in liability of Borrower or
any of its ERISA Affiliates in excess of $5,000,000 during  
the term of this Agreement; or there shall exist an amount  
of unfunded benefit liabilities (as defined in              
Section 4001(a)(18) of ERISA), individually or in the       
aggregate for all Pension Plans sponsored by Borrower or    
any of its ERISA Affiliates (excluding for purposes of such 
computation any Pension Plans with respect to which assets  
exceed benefit liabilities), which exceeds $5,000,000; or   

8.11    Material Adverse Effect.                            

Any event or change shall occur that has caused 
or evidences, either in any case or in the aggregate, a     
Material Adverse Effect; or                                 

8.12    Change in Control.                                  

   General Partners or their Affiliates on the Closing
Date shall cease to beneficially own and control all of the 
  partnership interests in Borrower or Circus and its Affiliates
shall cease to beneficially own and control at least 50% of 
the partnership interests in Borrower; or                   

8.13    Invalidity of Environmental Indemnities or          
Guaranties.                                                 

Any Environmental Indemnity or any guaranty of  
the Obligations, including, without limitation, the Make-   
Well Agreement for any reason, other than the satisfaction  
in full of all Obligations (or in the case of the Make-Well 
Agreement, its termination in accordance with its terms)    
   ceases to be in full force and effect or is declared to be null
and void, or any guarantor or indemnitor, including Circus  
 and Eldorado Hotel, denies that it has any further liability,
including, without limitation, with respect to future       
advances by Lenders, under any indemnity or guaranty or     
under any make-well agreement, including the Make-Well      
Agreement, or under any Environmental Indemnity or gives    
    notice to such effect, in each case, to the extent it relates to
the Obligations; or                                         

8.14    Impairment of Collateral.                           

(A) A judgment creditor of any Loan Party or any
of their respective Subsidiaries shall obtain possession of 
any material portion of the Collateral under the Collateral 
Documents by any means, including, without limitation,      
levy, distraint, replevin or self-help, (B) any substantial 
portion of the Collateral shall be taken by eminent domain  
or condemnation, (C) any of the Collateral Documents shall  
cease for any reason to be in full force and effect, or any 
party thereto shall purport to disavow its obligations      
 thereunder or shall declare that it does not have any further
obligations thereunder or shall contest the validity or     
 enforceability thereof or Lenders shall cease to have a valid
  and perfected first priority security interest in any material
Collateral therein except as permitted under the terms of   
such Collateral Document, or (D) Administrative Agent's     
security interests or Liens, in each case on behalf of      
Lenders, on any material portion of the Collateral under the
Collateral Documents shall become otherwise impaired or     
unenforceable; or                                           

8.15    Loss of Governmental Authorizations.                

Any Governmental Authorization that is material 
to the ownership, use or operation of the Hotel ceases to be
 valid and in full force or effect or to be held by the Person
required to hold such Governmental Authorization for more   
than five (5) calendar days; or                             

8.16    Gaming License.                                     

The occurrence of a License Revocation that     
continues for at least five (5) calendar days;              

8.17    Remedies.                                           

THEN                          

at any time, (i) upon the occurrence of any Event of      
Default described in Section 8.6 or 8.7, each of (a) the    
unpaid principal amount of and accrued interest on the      
Loans, (b) an amount equal to the maximum amount that       
may at any time be drawn under all Letters of Credit then   
outstanding (whether or not any beneficiary under any such  
  Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or      
certificates required to draw under such Letter of Credit), 
and (c) all other Obligations shall automatically become    
immediately due and payable, without presentment,           
demand, protest or other requirements of any kind, all of   
which are hereby expressly waived by Borrower, and the      
obligation of each Lender to make any Loan, the obligation  
of Administrative Agent to issue any Letter of Credit and   
the right of any Lender to issue any Letter of Credit       
hereunder shall thereupon automatically terminate, and      
(ii) upon the occurrence and during the continuation of any 
other Event of Default, Administrative Agent shall, upon    
the written request or with the written consent of Requisite
Lenders, by written notice to Borrower, declare all or any  
portion of the amounts described in clauses (a) through (c) 
above to be, and the same shall forthwith become, immedi-   
ately due and payable, and the obligation of each Lender to 
make any Loan, the obligation of Administrative Agent to    
issue any Letter of Credit and the right of any Lender to   
issue any Letter of Credit hereunder shall thereupon        
terminate; provided that the foregoing shall not affect in  
any way the obligations of Lenders under Section 3.3C(i).   
No remedy conferred in this Agreement upon any Lender is    
intended to be exclusive of any other remedy, and each and  
every such remedy shall be cumulative and shall be in       
addition to every other remedy conferred herein or now or   
hereafter existing at law or in equity or by statute or     
otherwise.                                                  

Any amounts described in clause (b) of          
Section 8.17, when received by Administrative Agent, shall  
be held by Administrative Agent pursuant to the terms of    
the Collateral Account Agreement and shall be applied as    
therein provided.                                           

Notwithstanding anything contained in the second
preceding paragraph, if at any time within 60 days after an 
acceleration of the Loans pursuant to such paragraph        
Borrower shall pay all arrears of interest and all payments 
on account of principal which shall have become due         
  otherwise than as a result of such acceleration (with interest
on principal and, to the extent permitted by law, on        
overdue interest, at the rates specified in this Agreement) 
and all Events of Default and Potential Events of Default   
(other than non-payment of the principal of and accrued     
interest on the Loans, in each case which is due and        
payable solely by virtue of acceleration) shall be remedied 
or waived pursuant to Section 10.6, then Supermajority      
Lenders, by written notice to Borrower, may at their option 
rescind and annul such acceleration and its consequences;   
but such action shall not affect any subsequent Event of    
Default or Default or impair any right consequent thereon.  
The provisions of this paragraph are intended to bind all   
Lenders to a decision that may be made at the election of   
Supermajority Lenders and are not intended to benefit       
Borrower and do not grant Borrower the right to require     
Lenders to rescind or annul any acceleration hereunder,     
even if the conditions set forth herein are met.            

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SECTION 9                         
Administrative Agent                          

9.1   Appointment.                                          

Bank of America National Trust and Savings      
Association is hereby appointed Administrative Agent here-  
under and under the other Loan Documents and each           
Lender hereby authorizes Administrative Agent to act as its 
Administrative Agent in accordance with the terms of this   
Agreement and the other Loan Documents.  Administrative     
Agent agrees to act upon the express conditions contained   
in this Agreement and the other Loan Documents, as          
applicable.  The provisions of this Section 9 are solely for
the benefit of Administrative Agent and Lenders and         
 Borrower shall have no rights as a third party beneficiary of
any of the provisions thereof.  In performing its functions 
and duties under this Agreement, Administrative Agent       
shall act solely as an Administrative Agent of Lenders and  
does not assume and shall not be deemed to have assumed     
any obligation towards or relationship of agency or trust   
with or for Borrower or any of its Subsidiaries other than  
as set forth in Section 2.1D(v).                            

9.2   Powers; General Immunity.                             

A.   Duties Specified.  Each Lender irrevocably           
authorizes Administrative Agent to take such action on such 
Lender's behalf and to exercise such powers hereunder and   
under the other Loan Documents as are specifically          
delegated to Administrative Agent by the terms hereof and   
thereof, together with such powers as are reasonably        
incidental thereto.  Administrative Agent shall have only   
  those duties and responsibilities that are expressly specified
in this Agreement and the other Loan Documents and it       
may perform such duties by or through its agents or         
employees.  Administrative Agent shall not have, by reason  
of this Agreement or any of the other Loan Documents, a     
fiduciary relationship in respect of any Lender; and nothing
in this Agreement or any of the other Loan Documents,       
 expressed or implied, is intended to or shall be so construed
as to impose upon Administrative Agent any obligations in   
respect of this Agreement or any of the other Loan          
Documents except as expressly set forth herein or therein.  

B.   No Responsibility for Certain Matters.               
Administrative Agent shall not be responsible to any Lender 
for the execution, effectiveness, genuineness, validity,    
enforceability, collectibility or sufficiency of this       
Agreement or any other Loan Document or for any             
representations, warranties, recitals or statements made    
herein or therein or made in any written or oral statements 
 or in any financial or other statements, instruments, reports
or certificates or any other documents furnished or made by 
Administrative Agent to Lenders or by or on behalf of       
Borrower to Administrative Agent or any Lender in           
connection with the Loan Documents and the transactions     
contemplated thereby or for the financial condition or      
business affairs of Borrower or any other Person liable for 
the payment of any Obligations, nor shall Administrative    
Agent be required to ascertain or inquire as to the perfor- 
mance or observance of any of the terms, conditions,        
provisions, covenants or agreements contained in any of the 
Loan Documents or as to the use of the proceeds of the      
Loans or the use of the Letters of Credit or as to the exis-
tence or possible existence of any Event of Default or      
Default.  Anything contained in this Agreement to the       
contrary notwithstanding, Administrative Agent shall not    
have any liability arising from confirmations of the amount 
of outstanding Loans or the Letter of Credit Usage or the   
component amounts thereof.                                  

C.   Exculpatory Provisions.  Neither Administrative      
Agent nor any of its officers, directors, employees or      
agents shall be liable to Lenders for any action taken or   
omitted by Administrative Agent under or in connection      
with any of the Loan Documents except to the extent         
caused by Administrative Agent's gross negligence or        
willful misconduct.  If Administrative Agent shall request  
instructions from Lenders with respect to any act or action 
(including the failure to take an action) in connection with
this Agreement or any of the other Loan Documents,          
Administrative Agent shall be entitled to refrain from such 
act or taking such action unless and until Administrative   
Agent shall have received instructions from Requisite       
Lenders, Supermajority Lenders or all Lenders if unanimity  
is required hereunder.  Without prejudice to the generality 
of the foregoing, (i) Administrative Agent shall be entitled
to rely, and shall be fully protected in relying, upon any  
communication, instrument or document reasonably            
believed by it to be genuine and correct and to have been   
signed or sent by the proper person or persons, and shall be
  entitled to rely and shall be protected in relying on opinions
and judgments of attorneys (who may be attorneys for        
Borrower and its Subsidiaries), accountants, experts and    
other professional advisors reasonably selected by it; and  
(ii) no Lender shall have any right of action whatsoever    
against Administrative Agent as a result of Administrative  
Agent acting or (where so instructed) refraining from acting
under this Agreement or any of the other Loan Documents     
in accordance with the instructions of Requisite Lenders or 
all Lenders as required or permitted by this Agreement.     
Administrative Agent shall be entitled to refrain from      
exercising any power, discretion or authority vested in it  
under this Agreement or any of the other Loan Documents     
  unless and until it has obtained the instructions of Requisite
Lenders.                                                    

D.   Administrative Agent Entitled to Act as Lender.      
The agency hereby created shall in no way impair or affect  
any of the rights and powers of, or impose any duties or    
obligations upon, Administrative Agent in its individual    
capacity as a Lender hereunder.  With respect to its par-   
ticipation in the Loans and the Letters of Credit,          
Administrative Agent shall have the same rights and powers  
hereunder as any other Lender and may exercise the same     
as though it were not performing the duties and functions   
delegated to it hereunder, and the term "Lender" or         
"Lenders" or any similar term shall, unless the context     
clearly otherwise indicates, include Administrative Agent in
its individual capacity.  Administrative Agent and its      
Affiliates may accept deposits from, lend money to and      
generally engage in any kind of banking, trust, financial   
advisory or other business with Borrower or any of its      
Affiliates as if it were not performing the duties specified
herein, and may accept fees and other consideration from    
Borrower for services in connection with this Agreement     
and otherwise without having to account for the same to     
Lenders.                                                    

9.3   Representations and Warranties; No Responsibility     
      For Appraisal of Creditworthiness.

Each Lender represents and warrants that it has 
made its own independent investigation of the financial     
condition and affairs of Borrower and its Subsidiaries in   
connection with the making of the Loans and the issuance    
of Letters of Credit hereunder and that it has made and     
shall continue to make its own appraisal of the             
creditworthiness of Borrower and its Subsidiaries.          
Administrative Agent shall not have any duty or             
 responsibility, either initially or on a continuing basis, to
make any such investigation or any such appraisal on behalf 
of Lenders or to provide any Lender with any credit or      
other information with respect thereto, whether coming into 
its possession before the making of the Loans or at any     
time or times thereafter, and Administrative Agent shall not
have any responsibility with respect to the accuracy of or  
the completeness of any information provided to Lenders.    

9.4   Right to Indemnity.                                   

 Each Lender, in proportion to its Pro Rata Share,
severally agrees to indemnify Administrative Agent, to the  
extent that Administrative Agent shall not have been        
reimbursed by Borrower or another Loan Party, for and       
  against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses       
(including, without limitation, counsel fees and            
disbursements) or disbursements of any kind or nature       
whatsoever which may be imposed on, incurred by or          
asserted against Administrative Agent in performing its     
duties hereunder or under the other Loan Documents or       
otherwise in its capacity as Administrative Agent in any    
way relating to or arising out of this Agreement or the     
other Loan Documents; provided that no Lender shall be      
    liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,       
expenses or disbursements resulting from Administrative     
Agent's gross negligence or willful misconduct; provided,   
further, that if Administrative Agent is subsequently       
reimbursed by Borrower or any other Loan Party for any      
such liabilities, losses, damages, penalties, actions,      
judgments, suits, costs, expenses or disbursements in an    
amount that, together with amounts paid to Administrative   
Agent by Lenders under this Section 9.4, exceeds the        
amount actually expended by Administrative Agent            
therefor, Administrative Agent shall promptly disburse such 
excess amount to those Lenders that made payments under     
this Section 9.4 in proportion to their payments hereunder. 
If any indemnity furnished to Administrative Agent for any  
purpose shall, in the opinion of Administrative Agent, be   
insufficient or become impaired, Administrative Agent may   
call for additional indemnity and cease, or not commence,   
to do the acts indemnified against until such additional    
 indemnity is furnished.  The Prior Agent shall be entitled to
the continued protection of the indemnities provided to the 
Prior Agent under the Existing Credit Agreement for the     
period in which it served as agent under the Existing Credit
Agreement.                                                  

9.5   Successor Administrative Agent.                       

Administrative Agent may resign at any time by  
giving 30 days' prior written notice thereof to Lenders and 
Borrower, and Administrative Agent may be removed at        
any time with or without cause by an instrument or          
concurrent instruments in writing delivered to Borrower and 
Administrative Agent and signed by Requisite Lenders        
(determined without giving effect to Administrative Agent's 
Loan Exposure).  Upon any such notice of resignation or     
any such removal, Lenders shall have the right, with the    
consent of Borrower (which consent shall not be withheld    
unreasonably), to appoint a successor Administrative Agent  
provided that such Requisite Lenders may proceed without    
Borrower's consent if Borrower refuses to consent to one of 
two successive nominees for successor Administrative        
Agent who are Lenders on the Closing Date.  Upon the        
acceptance of any appointment as Administrative Agent       
hereunder by a successor Administrative Agent, that         
successor Administrative Agent shall thereupon succeed to   
and become vested with all the rights, powers, privileges   
and duties of the retiring or removed Administrative Agent  
and the retiring or removed Administrative Agent shall be   
discharged from its duties and obligations under this Agree-
ment.  After any retiring or removed Administrative         
Agent's resignation or removal hereunder as Administrative  
Agent, the provisions of this Section 9 shall inure to its  
benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.     

9.6   Collateral Documents.                                 

Each Lender hereby further authorizes           
Administrative Agent to enter into the Collateral Documents 
as secured party on behalf of and for the benefit of each   
Lender and agrees to be bound by the terms of the           
Collateral Documents; provided that Administrative Agent    
shall not enter into or consent to any amendment,           
modification, termination or waiver of any provision        
contained in the Collateral Documents except as set forth in
Section 10.6.  Anything contained in any of the Loan        
Documents to the contrary notwithstanding, each Lender      
agrees that no Lender shall have any right individually to  
realize upon any of the collateral under the Collateral     
Documents, it being understood and agreed that all rights   
and remedies under the Collateral Documents may be          
exercised solely by Administrative Agent for the benefit of 
Lenders in accordance with the terms thereof.               

Section 9.7 - Administrative Agent to Hold Liens for        
Benefit of Lenders as Parties to Interest Rate Agreements.  

A.   Borrower hereby agrees that each of the liens and    
security interests granted to the Administrative Agent for  
the benefit of the Lenders under this Agreement and the     
other Loan Documents shall be deemed to also secure the     
obligations of Borrower to Lenders under Interest Rate      
Agreements entered into with respect to the Obligations and 
Indebtedness evidenced by this Agreement and the other      
Loan Documents.  The obligations under any such Interest    
Rate Agreements shall rank pari passu with, and shall be    
entitled to the benefit of the Collateral Documents to the  
same extent as, the other Obligations to the extent of the  
Administrative Agent s risk assessment factor for such      
obligations (but shall be subordinate and junior to the     
Loans, Letters of Credit and other Obligations to the extent
of any excess amounts); provided that the right of  the     
holders of such Interest Rate Agreements with respect to    
   the Collateral shall be limited to the right to receive a share
of the proceeds of the Collateral and that Lenders shall    
 have the right to make all determinations with respect to the
exercise of remedies with respect to the Collateral until   
payment in full of all of the Loans and other Obligations   
and the cancellation or expiration of all Letters of Credit.
Each Interest Rate Agreement entered into by Borrower       
with any Lender shall be conclusively presumed to relate to 
the obligations and Indebtedness evidenced by this          
Agreement unless it otherwise specifies.                    

B.   Each Lender hereby irrevocably appoints the          
Administrative Agent to act as collateral agent for that    
Lender with respect to the liens and security interests     
created by the Loan Documents for the benefit of that       
Lender as a creditor under Interest Rate Agreements of the  
type described in clause (A) of this Section; in such       
capacity the Administrative Agent shall be entitled to the  
indemnity provided by Section 9.4 of the Credit Agreement   
and to the other indemnities and protections afforded to the
Administrative Agent by this Agreement and the other Loan   
Documents, mutatis mutandis.                                

C.   Each Lender agrees that the claims of the Lenders    
under this Agreement and the claims of each Lender under    
any Interest Rate Agreement shall rank pari passu, provided 
that the right of each Lender with respect to the Collateral
by reason of its claims under such Interest Rate Agreements 
shall be limited to the right to receive a share of the     
proceeds of the Collateral and that the Lenders (in their   
capacity as Lenders under this Agreement) shall have the    
exclusive right to make all determinations with respect to  
 the exercise of remedies with respect to the Collateral until
payment in full of all of the Loans and other Obligations   
and the cancellation or expiration of all Letters of Credit.
No person other than the Lenders shall be deemed to have    
any rights under this clause (C).                           

D.   Notwithstanding any other provision of this          
Agreement to the contrary, no Interest Rate Agreement       
shall have the benefit of the Make-Well Agreement.          

SECTION 10                          
MISCELLANEOUS                         

10.1    Assignments and Participations in Loans and         
Letters of Credit.          

A.   General.  Each Lender shall have the right at any    
  time to (i) sell, assign or transfer to any Eligible Assignee,
    or (ii) sell participations to any Person in, all or any part of
its Commitment or any Loan or Loans made by it or its       
Letters of Credit or participations therein or any other    
interest herein or in any other Obligations owed to it;     
provided that no such sale, assignment, transfer or partici-
pation shall, without the consent of Borrower, require      
 Borrower to file a registration statement with the Securities
and Exchange Commission or apply to qualify such sale,      
assignment, transfer or participation under the securities  
laws of any state; provided, further that no such sale,     
 assignment or transfer described in clause (i) above shall be
effective unless and until an Assignment Agreement          
effecting such sale, assignment or transfer shall have been 
accepted by Administrative Agent and recorded in the        
Register as provided in Section 10.1B(ii); provided, further
that no such sale, assignment, transfer or participation of 
any Letter of Credit or any participation therein may be    
made separately from a sale, assignment, transfer or        
participation of a corresponding interest in the Commitment 
and the Loans of the Lender effecting such sale,            
assignment, transfer or participation; and provided further 
that no such sale, assignment, transfer or participation of 
any Letter of Credit or any participation therein shall be  
required to the extent it would be prohibited by any Gaming 
Law.  Except as otherwise provided in this Section 10.1, no 
Lender shall, as between Borrower and such Lender, be       
relieved of any of its obligations hereunder as a result of 
any sale, assignment or transfer of, or any granting of     
participations in, all or any part of its Commitment or the 
  Loans, the Letters of Credit or participations therein, or the
other Obligations owed to such Lender.                      

B.   Assignments.                                         

(i)  Amounts and Terms of Assignments.  Each Lender       
may assign its interests in the Commitment, Loan, Letter of 
Credit or participation therein, or other Obligation,       
provided that each such assignment (i) shall be subject to  
the written consent of Borrower and the Administrative      
Agent (which consents shall not be unreasonably withheld,   
provided that when an Event of Default exists, no such      
consent will be required from Borrower), (ii) which is not  
to another Lender or to an Affiliate of the assigning Lender
shall be in an amount not less than $10,000,000 (or such    
lesser amount as shall constitute the aggregate amount of   
the Commitment, Loans, Letters of Credit and                
  participations therein, and other Obligations of the assigning
Lender) and shall be to an Eligible Assignee described in   
  clause (A) of the definition of "Eligible Assignee", and (iii)
shall effect a pro rata assignment of the Loans, Letters of 
Credit (or participations therein) and commitment of the    
assigning Lender.  The parties to each such assignment      
shall execute and deliver to Administrative Agent, for its  
acceptance and recording in the Register, an Assignment     
Agreement, together with a processing and recordation fee   
of $2,500 and such forms, certificates or other evidence, if
any, with respect to United States federal income tax       
withholding matters as the assignee under such Assignment   
Agreement may be required to deliver to Administrative      
Agent pursuant to Section 2.7B(iii)(a).  Upon such          
execution, delivery, acceptance and recordation, from and   
after the effective date specified in such Assignment       
Agreement, (y) the assignee thereunder shall be a party     
hereto and, to the extent that rights and obligations       
hereunder have been assigned to it pursuant to such         
Assignment Agreement, shall have the rights and             
obligations of a Lender hereunder and (z) the assigning     
Lender thereunder shall, to the extent that rights and      
obligations hereunder have been assigned by it pursuant to  
such Assignment Agreement, relinquish its rights and be     
released from its obligations under this Agreement (and, in 
the case of an Assignment Agreement covering all or the     
remaining portion of an assigning Lender's rights and       
obligations under this Agreement, such Lender shall cease   
to be a party hereto).  The Commitments hereunder shall be  
modified to reflect the Commitment of such assignee and     
any remaining Commitment of such assigning Lender and,      
if any such assignment occurs after the issuance of any     
Notes hereunder, the assigning Lender shall, upon the       
effectiveness of such assignment or as promptly thereafter  
 as practicable, surrender its Note, if any, to Administrative
Agent for cancellation, and thereupon new Notes shall, if   
so requested by the assignee and/or the assigning Lender in 
accordance with Section 2.1E, be issued to the assignee     
and/or to the assigning Lender to reflect the new           
Commitments of the assignee and/or the assigning Lender.    

(ii)  Acceptance by Administrative Agent; Recordation in  
Register.  Upon its receipt of an Assignment Agreement      
executed by an assigning Lender and an assignee             
representing that it is an Eligible Assignee, together with 
the processing and recordation fee referred to in           
Section 10.1B(i) and any forms, certificates or other       
evidence with respect to United States federal income tax   
withholding matters that such assignee may be required to   
deliver to Administrative Agent pursuant to                 
Section 2.7B(iii)(a), Administrative Agent shall, if such   
Assignment Agreement has been completed, (a) accept such    
Assignment Agreement by executing a counterpart thereof     
as provided therein (which acceptance shall evidence any    
required consent of Administrative Agent to such            
assignment), (b) record the information contained therein in
the Register, and (c) give prompt notice thereof to         
Borrower.  Administrative Agent shall maintain a copy of    
each Assignment Agreement delivered to and accepted by it   
as provided in this Section 10.1B(ii).                      

C.   Participations.  The holder of any participation     
shall not be entitled to require such Lender to take or omit
 to take any action hereunder except action directly affecting
 (i) the extension of the scheduled final maturity date of any
Loan allocated to such participation or (ii) a reduction of 
the principal amount of or the rate of interest payable on  
any Loan allocated to such participation, and all amounts   
payable by Borrower hereunder (including without            
limitation amounts payable to such Lender pursuant to       
Sections 2.6D, 2.7 and 3.6) shall be determined as if such  
Lender had not sold such participation.  Borrower and each  
Lender hereby acknowledge and agree that, solely for        
purposes of Sections 10.4 and 10.5, (a) any participation   
will give rise to a direct obligation of Borrower to the    
 participant and (b) the participant shall be considered to be
a "Lender".                                                 

D.   Assignments to Federal Reserve Banks.  In            
addition to the assignments and participations permitted    
under the foregoing provisions of this Section 10.1, any    
Lender may assign and pledge all or any portion of its      
Loans, the other Obligations owed to such Lender, and its   
Note to any Federal Reserve Bank as collateral security     
pursuant to Regulation A of the Board of Governors of the   
Federal Reserve System and any operating circular issued    
by such Federal Reserve Bank; provided that (i) no Lender   
shall, as between Borrower and such Lender, be relieved of  
any of its obligations hereunder as a result of any such    
assignment and pledge and (ii) in no event shall such       
Federal Reserve Bank be considered to be a "Lender" or be   
entitled to require the assigning Lender to take or omit to 
take any action hereunder.                                  

E.   Information.  Each Lender may furnish any            
information concerning Borrower and its Subsidiaries in the 
possession of that Lender from time to time to assignees    
and participants (including prospective assignees and       
participants), subject to Section 10.19.                    

10.2    Expenses.                                           

Whether or not the transactions contemplated    
hereby shall be consummated, Borrower agrees to pay         
promptly (i) all the actual and reasonable costs and        
expenses of preparation of the Loan Documents; (ii) all the 
costs of furnishing all opinions by counsel for Borrower    
and any other Loan Party (including without limitation any  
opinions requested by Lenders as to any legal matters       
arising hereunder) and of each Loan Party's performance of  
and compliance with all agreements and conditions on its    
part to be performed or complied with under this            
Agreement and the other Loan Documents including,           
without limitation, with respect to confirming compliance   
with environmental and insurance requirements; (iii) the    
reasonable fees, expenses and disbursements of counsel to   
Administrative Agent in connection with the negotiation,    
preparation, execution and administration of the Loan       
Documents and the Loans and any consents, amendments,       
waivers or other modifications hereto or thereto and any    
other documents or matters requested by Borrower or any     
other Loan Party; (iv) all other actual and reasonable costs
and expenses incurred by Administrative Agent in            
connection with the syndication of the Commitments prior    
to the Closing Date and the negotiation, preparation and    
execution of the Loan Documents and the transactions        
contemplated hereby and thereby; and (v) after the          
occurrence of an Event of Default, all costs and expenses,  
including reasonable attorneys' fees (including allocated   
costs of internal counsel) and costs of settlement, incurred
by Administrative Agent and Lenders in enforcing any        
Obligations of or in collecting any payments due from       
Borrower or any other Loan Party hereunder or under the     
other Loan Documents by reason of such Event of Default     
 or in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement in the    
nature of a "work-out" or pursuant to any insolvency or     
bankruptcy proceedings.                                     

10.3    Indemnity.                                          

  In addition to the payment of expenses pursuant to
Section 10.2, whether or not the transactions contemplated  
hereby shall be consummated, Borrower agrees to defend,     
indemnify, pay and hold harmless Administrative Agent,      
the Arranger, the Documentation Agent, and each Lender,     
 and the officers, directors, employees, agents and affiliates
thereof (collectively called the "Indemnitees") from and    
against any and all other liabilities, obligations, losses, 
 damages, penalties, actions, judgments, suits, claims, costs,
expenses and disbursements of any kind or nature            
whatsoever (including without limitation the reasonable fees
and disbursements of counsel for such Indemnitees in        
 connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person,           
whether or not any such Indemnitee shall be designated as a 
 party or a potential party thereto), whether direct, indirect
or consequential and whether based on any federal, state or 
foreign laws, statutes, rules or regulations (including     
without limitation securities and commercial laws, statutes,
rules or regulations and Environmental Laws), on common     
law or equitable cause or on contract or otherwise, that    
may be imposed on, incurred by, or asserted against any     
such Indemnitee, in any manner relating to or arising out of
this Agreement or the other Loan Documents or the           
transactions contemplated hereby or thereby (including      
without limitation Lenders' agreement to make the Loans     
hereunder or the use or intended use of the proceeds of any 
of the Loans or the issuance of Letters of Credit hereunder 
or the use or intended use of any of the Letters of Credit) 
or the statements contained in the commitment letter        
delivered by any Lender to Borrower with respect thereto    
 (collectively called the "Indemnified Liabilities"); provided
that Borrower shall not have any obligation to an           
Indemnitee hereunder with respect to any Indemnified        
Liabilities to the extent such Indemnified Liabilities arise
solely from the gross negligence or willful misconduct of   
that Indemnitee as determined by a final judgment of a      
court of competent jurisdiction.  To the extent that the    
undertaking to defend, indemnify, pay and hold harmless     
set forth in the preceding sentence may be unenforceable    
because it is violative of any law or public policy,        
Borrower shall contribute the maximum portion that it is    
permitted to pay and satisfy under applicable law to the    
payment and satisfaction of all Indemnified Liabilities     
incurred by the Indemnitees or any of them.                 

10.4    Set-Off; Security Interest in Deposit Accounts.     

  In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any    
such rights, upon the occurrence of any Event of Default    
each Lender (with the consent of Requisite Lenders) is      
hereby authorized by Borrower at any time or from time to   
time, without notice to Borrower or to any other Person,    
any such notice being hereby expressly waived, to set off   
and to appropriate and to apply any and all deposits        
(general or special, including, but not limited to, Indebt- 
edness evidenced by certificates of deposit, whether        
matured or unmatured, but not including trust accounts) and 
any other Indebtedness at any time held or owing by that    
Lender to or for the credit or the account of Borrower      
against and on account of the obligations and liabilities of
Borrower to that Lender under this Agreement, the Letters   
of Credit and participations therein and the other Loan     
Documents, including, but not limited to, all claims of any 
nature or description arising out of or connected with this 
Agreement, the Letters of Credit and participations therein 
or any other Loan Document, irrespective of whether or not  
(i) that Lender shall have made any demand hereunder or     
(ii) the principal of or the interest on the Loans or any   
amounts in respect of the Letters of Credit or any other    
amounts due hereunder shall have become due and payable     
pursuant to Section 8 and although said obligations and     
liabilities, or any of them, may be contingent or unmatured.
Borrower hereby further grants to Administrative Agent and  
each Lender a security interest in all deposits and accounts
maintained with Administrative Agent or such Lender as      
security for the Obligations.                               

10.5    Ratable Sharing.                                    

Lenders hereby agree among themselves that if   
any of them shall, whether by voluntary payment, by         
realization upon security, through the exercise of any right
of set-off or banker's lien, by counterclaim or cross action
or by the enforcement of any right under the Loan           
Documents or otherwise, or as adequate protection of a      
deposit treated as cash collateral under the Bankruptcy     
Code, receive payment or reduction of a proportion of the   
aggregate amount of principal, interest, amounts payable in 
respect of Letters of Credit, fees and other amounts then   
due and owing to that Lender hereunder or under the other   
Loan Documents (collectively, the "Aggregate Amounts        
Due" to such Lender) which is greater than the proportion   
received by any other Lender in respect of the Aggregate    
Amounts Due to such other Lender, then the Lender           
receiving such proportionately greater payment shall        
(i) notify Administrative Agent and each other Lender of    
the receipt of such payment and (ii) apply a portion of such
payment to purchase participations (which it shall be       
deemed to have purchased from each seller of a              
participation simultaneously upon the receipt by such seller
of its portion of such payment) in the Aggregate Amounts    
Due to the other Lenders so that all such recoveries of     
Aggregate Amounts Due shall be shared by all Lenders in     
proportion to the Aggregate Amounts Due to them;            
provided that if all or part of such proportionately greater
payment received by such purchasing Lender is thereafter    
recovered from such Lender upon the bankruptcy or           
reorganization of Borrower or otherwise, those purchases    
shall be rescinded and the purchase prices paid for such    
participations shall be returned to such purchasing Lender  
ratably to the extent of such recovery.  Borrower expressly 
consents to the foregoing arrangement and agrees that any   
holder of a participation so purchased may exercise any and 
all rights of banker's lien, set-off or counterclaim with   
respect to any and all monies owing by Borrower to that     
holder with respect thereto as fully as if that holder were 
owed the amount of the participation held by that holder.   

10.6    Amendments and Waivers; Release of Collateral.      

A.   No amendment, modification, termination or           
waiver of any provision of this Agreement, the Notes or     
any other Loan Documents, or consent to any departure by    
Borrower therefrom, shall in any event be effective without 
the written concurrence of Requisite Lenders; provided that 
any such amendment, modification, termination, waiver or    
consent which: increases the amount of any of the Commit-   
ments or reduces the principal amount of any of the Loans;  
increases the maximum amount of Letters of Credit;          
changes any Lender's Pro Rata Share; changes in any         
manner the definition of "Lenders", "Requisite Lenders" or  
"Supermajority Lenders"; changes in any manner any          
provision of this Agreement which, by its terms, expressly  
requires the approval or concurrence of all Lenders;        
postpones the scheduled final maturity date of any of the   
Loans; postpones the date or reduces the amount of any      
scheduled reduction of the Commitments; postpones the       
date on which any interest or any fees are payable;         
decreases the interest rate borne by any of the Loans (other
than any waiver of any increase in the interest rate        
applicable to any of the Loans pursuant to Section 2.2E) or 
the amount of any fees payable hereunder; increases the     
maximum duration of Interest Periods permitted hereunder;   
reduces the amount or postpones the due date of any         
amount payable in respect of, or extends the required       
expiration date of, any Letter of Credit; changes in any    
manner the obligations of Lenders relating to the purchase  
of participations in Letters of Credit; or changes in any   
manner the provisions contained in Section 8.1(a) or (b) or 
this Section 10.6; or changes any of the terms of or        
releases the Make-Well Agreement (except in accordance      
with Section 2.14 thereof) or the Environmental Indemnities 
shall be effective only if evidenced by a writing signed by 
or on behalf of all Lenders and; provided, further, that no 
provision of this Agreement that, by its terms, expressly   
requires approval or action of Supermajority Lenders, may   
be amended, modified or waived except with the consent of   
Supermajority Lenders; provided further that if there has   
been a change in Managing Partner, no amendment to the      
performance standard required of Borrower under             
Section 7.6A that would increase the amount required to be  
paid to fulfill the "Make-Well Obligations" under and as    
defined in the Make-Well Agreement, shall be effective to   
cause such increase unless Circus shall have received prior 
notice of such change.  In addition, (i) any material amend-
ment, modification, termination or waiver of any of the     
provisions contained in Section 4 shall be effective only if
evidenced by a writing signed by or on behalf of            
Administrative Agent and Requisite Lenders, (ii) no         
amendment, modification, termination or waiver of any       
provision of any Note shall be effective without the written
concurrence of the Lender which is the holder of that Note, 
and (iii) no amendment, modification, termination or waiver 
of any provision of Section 3 or Section 9 or of any other  
provision of this Agreement which, by its terms, expressly  
requires the approval or concurrence of Administrative      
Agent shall be effective without the written concurrence of 
Administrative Agent.  Administrative Agent may, but shall  
have no obligation to, with the concurrence of any Lender,  
execute amendments, modifications, waivers or consents on   
behalf of that Lender.  Any waiver or consent shall be      
effective only in the specific instance and for the specific
purpose for which it was given.  No notice to or demand     
on Borrower in any case shall entitle Borrower to any other 
or further notice or demand in similar or other             
circumstances.  Any amendment, modification, termination,   
waiver or consent effected in accordance with this          
Section 10.6 shall be binding upon each Lender at the time  
outstanding, each future Lender and, if signed by           
Borrower, on Borrower.  No amendment, modification,         
termination or waiver of Section 7.6A shall be effective    
without the written consent of Circus or its successors and 
assigns under the Make-Well Agreement.                      

B.   Administrative Agent may release personal            
property Collateral without the consent of any Lender to the
extent sold or disposed of by Borrower in a transaction or  
  series of transactions that do not constitute Asset Sales.  In
addition:  (i) Administrative Agent may release personal    
property Collateral subject to the Security Agreement       
having a fair market less than $100,000 with the consent of 
Requisite Lenders; and (ii) Administrative Agent shall not  
release any personal property Collateral having a fair      
market value in excess of $100,000 or any other Collateral  
without the consent of all Lenders.                         

10.7    Independence of Covenants.                          

All covenants hereunder shall be given          
  independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it 
would be permitted by an exception to, or would otherwise   
be within the limitations of, another covenant shall not    
avoid the occurrence of an Event of Default or Default if   
such action is taken or condition exists.                   

10.8    Notices.                                            

  Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted  
to be given shall be in writing and may be personally       
served, telexed or sent by telefacsimile or United States   
mail or courier service and shall be deemed to have been    
given when delivered in person or by courier service, upon  
 receipt of telefacsimile or telex prior to 5:00 p.m. (Pacific
time) on a Business Day or three Business Days after        
depositing it in the United States mail with postage prepaid
and properly addressed; provided that notices to            
Administrative Agent and the Lenders from Borrower shall    
not be effective until received.  For the purposes hereof,  
the address of each party hereto shall be as set forth under
such party's name on the signature pages hereof or (i) as to
Borrower and Administrative Agent, such other address as    
shall be designated by such Person in a written notice      
   delivered to the other parties hereto and (ii) as to each other
party, such other address as shall be designated by such    
party in a written notice delivered to Administrative Agent.

10.9    Survival of Representations, Warranties and         
Agreements.                                                 

A.   All representations, warranties and agreements       
made herein shall survive the execution and delivery of this
Agreement and the making of the Loans and the issuance of   
the Letters of Credit hereunder.                            

B.   Notwithstanding anything in this Agreement or        
implied by law to the contrary, the agreements of Borrower  
set forth in Sections 2.6D, 2.7, 3.5A, 3.6, 10.2 and 10.3   
and the agreements of Lenders set forth in Sections 9.2C,   
9.4 and 10.5 shall survive the payment of the Loans, the    
cancellation or expiration of the Letters of Credit and the 
reimbursement of any amounts drawn thereunder, and the      
termination of this Agreement.                              

10.10  Failure or Indulgence Not Waiver; Remedies           
Cumulative.                                                 

 No failure or delay on the part of Administrative
Agent or any Lender in the exercise of any power, right or  
privilege hereunder or under any other Loan Document        
shall impair such power, right or privilege or be construed 
to be a waiver of any default or acquiescence therein, nor  
 shall any single or partial exercise of any such power, right
 or privilege preclude other or further exercise thereof or of
any other power, right or privilege.  All rights and        
remedies existing under this Agreement and the other Loan   
Documents are cumulative to, and not exclusive of, any      
rights or remedies otherwise available.                     

10.11 Marshalling; Payments Set Aside.                      

Neither Administrative Agent nor any Lender     
shall be under any obligation to marshal any assets in favor
of Borrower or any other party or against or in payment of  
any or all of the Obligations.  To the extent that Borrower 
makes a payment or payments to Administrative Agent or      
Lenders (or to Administrative Agent for the benefit of      
Lenders), or Administrative Agent or Lenders enforce any    
    security interests or exercise their rights of set-off, and such
payment or payments or the proceeds of such enforcement     
or set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or 
required to be repaid to a trustee, receiver or any other   
party under any bankruptcy law, any other state or federal  
law, common law or any equitable cause, then, to the        
extent of such recovery, the obligation or part thereof     
  originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and  
continued in full force and effect as if such payment or    
payments had not been made or such enforcement or set-off   
had not occurred.                                           

10.12 Severability.                                         

 In case any provision in or obligation under this
Agreement or the Notes shall be invalid, illegal or un-     
enforceable in any jurisdiction, the validity, legality and 
 enforceability of the remaining provisions or obligations, or
of such provision or obligation in any other jurisdiction,  
shall not in any way be affected or impaired thereby.       

10.13 Obligations Several; Independent Nature of            
Lenders' Rights.            

The obligations of Lenders hereunder are several
and no Lender shall be responsible for the obligations or   
Commitment of any other Lender hereunder.  Nothing          
contained herein or in any other Loan Document, and no      
action taken by Lenders pursuant hereto or thereto, shall be
deemed to constitute Lenders as a partnership, an           
 association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall  
be a separate and independent debt, and each Lender shall   
be entitled to protect and enforce its rights arising out of
this Agreement and it shall not be necessary for any other  
Lender to be joined as an additional party in any           
proceeding for such purpose.                                

10.14 Headings.                                             

Section and Section headings in this Agreement  
are included herein for convenience of reference only and   
shall not constitute a part of this Agreement for any other 
purpose or be given any substantive effect.                 

10.15 Applicable Law.                                       

THIS AGREEMENT SHALL BE GOVERNED                
BY, AND SHALL BE CONSTRUED AND ENFORCED                     
IN ACCORDANCE WITH, THE INTERNAL LAWS OF                    
THE STATE OF NEVADA, WITHOUT REGARD TO                      
CONFLICTS OF LAWS PRINCIPLES.                               

10.16 Successors and Assigns.                               

This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall
 inure to the benefit of the parties hereto and the successors
and assigns of Lenders (it being understood that Lenders'   
rights of assignment are subject to Section 10.1).  Neither 
Borrower's rights or obligations hereunder nor any interest 
therein may be assigned or delegated by Borrower without    
the prior written consent of all Lenders.                   

10.17 Consent to Jurisdiction and Service of Process.       

ALL JUDICIAL PROCEEDINGS BROUGHT                
AGAINST BORROWER ARISING OUT OF OR                          
RELATING TO THIS AGREEMENT OR ANY OTHER                     
LOAN DOCUMENT OR ANY OBLIGATION May BE                      
BROUGHT IN ANY STATE OR FEDERAL COURT OF                    
COMPETENT JURISDICTION IN THE STATE OF                      
NEVADA, AND BY EXECUTION AND DELIVERY OF                    
THIS AGREEMENT BORROWER ACCEPTS FOR                         
ITSELF AND IN CONNECTION WITH ITS PROPER-                   
TIES, GENERALLY AND UNCONDITIONALLY, THE                    
EXCLUSIVE JURISDICTION OF THE AFORESAID                     
COURTS AND WAIVES ANY DEFENSE OF FORUM                      
NON CONVENIENS AND IRREVOCABLY AGREES TO                    
BE BOUND BY ANY JUDGMENT RENDERED                           
THEREBY IN CONNECTION WITH THIS AGREE-                      
MENT, SUCH OTHER LOAN DOCUMENT OR SUCH                      
OBLIGATION.  Borrower hereby agrees that service of all     
process in any such proceeding in any such court may be     
made by registered or certified mail, return receipt        
requested, to Borrower at its address provided in           
Section 10.8, such service being hereby acknowledged by     
Borrower to be sufficient for personal jurisdiction in any  
action against Borrower in any such court and to be         
otherwise effective and binding service in every respect.   
 Nothing herein shall affect the right to serve process in any
other manner permitted by law.                              

10.18 Waiver of Jury Trial.                                 

EACH OF THE PARTIES TO THIS                     
AGREEMENT HEREBY AGREES TO WAIVE ITS                        
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY                    
CLAIM OR CAUSE OF ACTION BASED UPON OR                      
ARISING OUT OF THIS AGREEMENT OR ANY OF                     
THE OTHER LOAN DOCUMENTS OR ANY                             
DEALINGS BETWEEN THEM RELATING TO THE                       
SUBJECT MATTER OF THIS LOAN TRANSACTION                     
OR THE LENDER/BORROWER RELATIONSHIP THAT                    
RELATES HERETO.  The scope of this waiver is intended       
to be all-encompassing of any and all disputes that may be  
filed in any court and that relate to the subject matter of 
this transaction, including without limitation contract     
claims, tort claims, breach of duty claims and all other    
common law and statutory claims.  Each party hereto         
acknowledges that this waiver is a material inducement to   
enter into a business relationship, that each has already   
relied on this waiver in entering into this Agreement, and  
   that each will continue to rely on this waiver in their related
future dealings.  Each party hereto further warrants and    
represents that it has reviewed this waiver with its legal  
counsel and that it knowingly and voluntarily waives its    
jury trial rights following consultation with legal counsel.
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT                 
May NOT BE MODIFIED EITHER ORALLY OR IN                     
WRITING, AND THIS WAIVER SHALL APPLY TO                     
ANY SUBSEQUENT AMENDMENTS, RENEWALS,                        
SUPPLEMENTS OR MODIFICATIONS TO THIS                        
AGREEMENT OR ANY OF THE OTHER LOAN                          
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR                      
AGREEMENTS RELATING TO THE LOANS MADE                       
HEREUNDER.  In the event of litigation, this Agreement      
may be filed as a written consent to a trial by the court.  

10.19 Confidentiality.                                      

 Each Lender shall hold all non-public information
obtained pursuant to the requirements of this Agreement     
which has been identified as confidential by Borrower in    
accordance with such Lender's customary procedures for      
handling confidential information of this nature and in     
accordance with safe and sound banking practices, it being  
understood and agreed by Borrower that in any event a       
Lender may make disclosures reasonably required by any      
bona fide assignee, transferee or participant in connection 
with the contemplated assignment or transfer by such        
Lender of any Loans or any participation therein or as      
required or requested by any governmental agency or repre-  
  sentative thereof or pursuant to legal process; provided that,
unless specifically prohibited by applicable law or court   
order, each Lender shall notify Borrower of any request by  
any governmental agency or representative thereof (other    
than any such request in connection with any examination    
of the financial condition of such Lender by such           
governmental agency) for disclosure of any such non-public  
information prior to disclosure of such information; and    
provided, further that in no event shall any Lender be      
obligated or required to return any materials furnished by  
Borrower or any of its Subsidiaries.  In addition, Borrower 
hereby authorizes each Lender to share any information      
delivered to such Lender by Borrower and its Subsidiaries   
pursuant to this Agreement or the Loan Documents to         
 Subsidiaries and Affiliates of that Lender in connection with
the bona fide provision or attempted provision of services  
by the Subsidiaries and Affiliates of that Lender to the    
Borrower and its Affiliates provided that each such         
Subsidiary and Affiliate shall agree to be bound by this    
Section.                                                    

10.20 Counterparts; Effectiveness.                          

This Agreement and any amendments, waivers,     
consents or supplements hereto or in connection herewith    
may be executed in any number of counterparts and by        
different parties hereto in separate counterparts, each of  
which when so executed and delivered shall be deemed an     
 original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be     
detached from multiple separate counterparts and attached   
to a single counterpart so that all signature pages are     
physically attached to the same document.  This Agreement   
shall become effective upon the execution of a counterpart  
hereof by each of the parties hereto and receipt by         
Borrower and Administrative Agent of written or telephonic  
notification of such execution and authorization of delivery
thereof.                                                    

10.21 Non-Recourse to General Partners.                     

Notwithstanding any term or provision of the    
Loan Documents or of applicable law to the contrary, the    
holders of the Obligations shall not have recourse to the   
General Partners (or either of them) for payment thereof,   
provided that this Section 10.21 shall not limit or impair  
(i) recourse to the General Partners (or either of them) by 
the holders of the Obligations for any fraud, gross         
negligence, or willful misconduct of the General Partners   
(or either of them), (ii) any cause of action such holders  
may have other than an action to collect the Obligations,   
(iii) the exercise or enforcement of rights and remedies in 
respect of any Collateral granted under the Loan            
Documents, including, without limitation, any collateral    
rights granted to Lenders in any claims or causes of action 
of Borrower against the General Partners (or either of      
them), (iv) the terms and provisions of any Subordinated    
Indebtedness issued to General Partners (or either of them) 
and (v) the terms of the Environmental Indemnities to       
which the General Partners are party.                       

10.22 Cooperation With Gaming Boards.                       

Administrative Agent and each Lender agree to   
cooperate with all Gaming Boards in connection with the     
 administration of their regulatory jurisdiction over any Loan
Party, including the provision of such documents or other   
information as may be requested by any such Gaming          
Board relating to any Loan Party or to the Loan             
Documents.                                                  

10.23 Principles of Restatement; Assignment by Prior        
Agent.  This Agreement amends and restates the Existing     
  Credit  Agreement referred to in the recitals in its entirety,
and constitutes the integrated agreement of the parties     
hereto, provided that this Agreement shall not result in the
release of any collateral security or guarantees given in   
support of the Existing Credit Agreement, the benefits of   
which are hereby reserved by the Lenders and regranted by   
Borrower.  The Prior Agent hereby assigns to the            
Administrative Agent, without recourse, representation or   
warranty of any kind, all of its interest as Agent under the
Existing Credit Agreement under the Collateral Documents,   
to be held by the Administrative Agent for the ratable      
benefit of the Lenders hereunder (including Wells Fargo     
Bank, N.A.) in accordance with their Pro Rata Shares.       
Without limitation on the foregoing provisions of this      
Section, it is acknowledged and agreed that the             
Administrative Agent and the Lenders shall have the         
continuing benefit of the Assignment of General             
Contractor's Contract and all assurances provided by the    
Architect and the Auditors in connection with this          
Agreement and the other Loan Documents.                     

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

BORROWER:                                                   

       CIRCUS AND ELDORADO JOINT VENTURE

By: GALLEON, INC.         
Its:     Managing Partner 

By:     Glenn Schaeffer   

Title:        President   

Notice Address:           

         c/o Circus Circus Enterprises, Inc.
    2880 Las Vegas Boulevard South
Las Vegas, Nevada  89109  
 Attention:  General Counsel

         By:      ELDORADO LIMITED LIABILITY
COMPANY 
   Its:  General Partner

              By:     ELDORADO RESORTS LLC
    Its: Manager

By:     Donald Carano     
    Title: _______________________

Notice Address:           

c/o Eldorado Resorts LLC  
345 N. Virginia Street    
P.O. Box 3399             
Reno, Nevada 89508        
 Attention:  General Counsel

EXECUTIVE COMMITTEE       

By:    Gary Carano        

Title:  General Manager   

By:   Bruce Sexton        

                    Title:  Director of Finance and Administration

LENDERS:                  

        BANK OF AMERICA NATIONAL TRUST AND
            SAVINGS ASSOCIATION, as Administrative
Agent                     

By:    Janice Hammond     

Title:  Vice President    

Notice Address:           

         555 South Flower Street, 11th Floor
   Los Angeles, California 90071
               Attention: Janice Hammond, Vice President
Telephone (213) 228-9681  
Telecopier (213) 228-2299 

        BANK OF AMERICA NATIONAL TRUST AND
      SAVINGS ASSOCIATION, as a Lender

By:     Scott Faber       

Title:   Vice President   

Notice Address:           

         555 South Flower Street, 11th Floor
   Los Angeles, California 90071
            Attention: Scott Faber, Vice President
Telephone (213) 228-2768  
Telecopier (213) 228-2299 

With a copy to:           

        Bank of America National Trust and
Savings Association       
       555 South Flower Street (LA-5777)
    Los Angeles, California  90071

Attn:  William Newby,     
Managing Director 

 Telecopier:  (213) 228-3145
 Telephone:   (213) 228-2438

            WELLS FARGO BANK, N.A., as Prior Agent
and as a Lender           

By:    Kathleen Stone     

Title:  Vice President    

Address for notices:      

3800 Howard Hughes Parkway
Las Vegas, NV 89109       
  ____________________________

         THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY  

By:   Noboru Akahane      

    Title:  Deputy General Manager

Notice Address:           

        350 South Grand Avenue, Suite 3000
Los Angeles, CA  90071    
Attention:  Noboru Akahane

SOCIETE GENERALE          

By:    Donald L. Schubert 

Title: Vice President     

Notice Address:           

        2029 Century Park East, Suite 2900
Los Angeles, CA  90067    
Attention: Don Schubert   

CIBC INC.                 

By:   Cheryl L. Root      

   Title:     Executive Director

Notice Address:           

425 Lexington Avenue      
New York, New York 10017  
Attention: Cheryl Root    

With a copy to:           

     350 S. Grand Avenue, Suite 2600
Los Angeles, CA 90071     
 Attention:  Paul J. Chakmak

        CREDIT LYONNAIS LOS ANGELES BRANCH

By:    Robert Ivosevich   

      Title:     Senior Vice President

Notice Address:           

        Credit Lyonnais Los Angeles Branch
515 South Flower Street   
Los Angeles, CA 90071     
Attention: Glenn Harvey   

THE SUMITOMO BANK, LIMITED

By:   Bradford E. Chambers

Title:  Vice President    

By:   Frantz Osse         

      Title:  Vice President & Manager

Notice Address:           

      800 West Sixth Street, Suite 950
Los Angeles, CA 90017     
      Attention:  ____________________

FIRST SECURITY BANK, N.A. 

By:   David P. Williams   

Title:  Vice President    

Notice Address:           

Second Floor              
15 East One Hundred South 
 Salt Lake City, Utah  84111
Attn: David Williams      

    PNC BANK, NATIONAL ASSOCIATION

By:   Denise D. Killen    

Title:  Vice President    

Notice Address:           

Two Tower Center          
      East Brunswick, New Jersey 08816
  Attention:  Denise D. Killen

     U.S. BANK, NATIONAL ASSOCIATION

By:  Kurt Imerman         

   Title:  Senior Vice President

Notice Address:           

      1 East Liberty Street, 2nd Floor
Reno, NV 89501            
Attention:  Kurt Imerman  

CITY NATIONAL BANK        

By:  George Hayrapetian   

Title:  Vice President    

Notice Address:           
400 North Roxbury Drive   
3rd Floor                 
Beverly Hills, CA 90210   
   Attention: George Hayrapetian

EXHIBIT D                           

[FORM OF NOTE]                          

PROMISSORY NOTE                           

$________________   _________________, 1997               
                Reno, Nevada

FOR VALUE RECEIVED, CIRCUS AND        
ELDORADO JOINT VENTURE, a Nevada general                  
partnership ("Borrower"), promises to pay to the order of 
____________________ ("Payee") or its registered          
assigns, on or before the Commitment Termination Date,    
the lesser of                                             
(x)________________________________________               
($__________) and (y) the unpaid principal amount of all  
advances made by Payee to Borrower as Loans under the     
Credit Agreement referred to below.                       

       Borrower also promises to pay interest on the
unpaid principal amount hereof, from the date hereof until
paid in full, at the rates and at the times which shall be
determined in accordance with the provisions of that      
certain Amended and Restated Credit Agreement (as         
amended, supplemented or otherwise modified from time     
to time, the "Credit Agreement"), dated as of November    
24, 1997 by and among Borrower, BANK OF AMERICA           
NATIONAL TRUST AND SAVINGS ASSOCIATION,                   
as Administrative Agent ("Agent"), and the financial      
institutions listed therein as Lenders.  Capitalized terms
used but not otherwise defined herein shall have the      
meanings given them in the Credit Agreement.              

       This Note is one of Borrower's "Notes" in the
aggregate principal amount of $230,000,000 and is issued  
pursuant to, and entitled to the benefits of, the Credit  
Agreement, to which reference is hereby made for a more   
complete statement of the terms and conditions under      
which the Loans evidenced hereby were made and are to     
be repaid.                                                

              All payments of principal and interest in respect of
this Note shall be made in lawful money of the United     
States of America in same day funds at the Funding and    
Payment Office or at such other place as shall be         
designated in writing for such purpose in accordance with 
the terms of the Credit Agreement.  Unless and until and  
Assignment Agreement effecting the assignment or          
transfer of this Note shall have been accepted by the     
Agent and recorded in the Register as provided in         
subsection 10.1B(ii) of the Credit Agreement, Borrower    
and Agent shall be entitled to deem and treat Payee as the
owner and holder of this Note and the Loans evidenced     
hereby.  Payee shall use its best efforts to keep a record
of Loans made by it and payments received by it with      
respect to this Note, and, absent manifest error, such    
record shall be presumptive evidence of the amounts       
owing under this Note.                                    

    Whenever any payment on this Note shall be
stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business     
Day and such extension of time shall be included in the   
computation of the payment of interest on this Note;      
provided, however, that if the day on which any payment   
 relating to a Eurodollar Rate Loan is due is not a Business
Day but is a day of the month after which no further      
Business Day occurs in such month, then the due date      
thereof shall be the next preceding Business Day.         

    The holders of the Obligations do not have
recourse to the General Partners (or either of them) for  
 payment thereof other than as specifically set forth in the
Credit Agreement.                                         

         This Note is subject to mandatory prepayment as
provided in subsection 2.4B(iii) of the Credit Agreement  
and to prepayment at the option of Borrower as provided   
in subsection 2.4B(i) of the Credit Agreement.            

THE CREDIT AGREEMENT AND THIS NOTE    
SHALL BE GOVERNED BY, AND SHALL BE                        
CONSTRUED AND ENFORCED IN ACCORDANCE                      
WITH, THE INTERNAL LAWS OF THE STATE OF                   
NEVADA, WITHOUT REGARD TO CONFLICTS OF                    
LAW PRINCIPLES.                                           

         Upon the occurrence of an Event of Default, the
unpaid balance of the principal amount of this Note,      
together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the  
manner, upon the conditions and with the effect provided  
in the Credit Agreement.                                  

         The terms of this Note are subject to amendment
only in the manner provided in the Credit Agreement.      

         No reference herein to the Credit Agreement and
no provision of this Note or the Credit Agreement shall   
alter or impair the obligations of Borrower, which are    
absolute and unconditional, to pay the principal of and   
  interest on this Note at the place, at the respective times,
and in the currency herein prescribed.                    

          Borrower promises to pay all costs and expenses,
including reasonable attorneys' fees, all as provided in  
subsection 10.2 of the Credit Agreement, incurred in the  
collection and enforcement of this Note.  Borrower and    
any endorsers of this Note hereby consent to renewals and 
 extensions of time at or after the maturity hereof, without
notice, and hereby waive diligence, presentment, protest, 
demand and notice of every kind and, to the full extent   
permitted by law, the right to plead any statute of       
limitations as a defense to any demand hereunder.         

 IN WITNESS WHEREOF, Borrower has caused
this Note to he duly executed and delivered by an officer 
of its Managing Partner duly authorized as of the date and
at the place first written above.                         

CIRCUS AND ELDORADO JOINT VENTURE                         

By: GALLEON, INC.         
Its:     Managing Partner 

By:               

Title:            

    By: ELDORADO LIMITED LIABILITY
                                           COMPANY
Its:     General Partner  

          By:  ELDORADO RESORTS LLC, a
                        Nevada limited liability company
Its: Manager      

By:               

Title:            

By:  EXECUTIVE COMMITTEE  

By:               

Title:            

By:               

Title:            

AMENDED AND RESTATED MAKE-WELL                            
AGREEMENT                                                 

This AMENDED AND RESTATED MAKE-       
WELL AGREEMENT is entered into as of November 24,         
1997 by CIRCUS CIRCUS ENTERPRISES, INC., a                
Nevada corporation ("Circus"), in favor of BANK OF        
AMERICA NATIONAL TRUST AND SAVINGS                        
ASSOCIATION, in its capacity as agent for and             
representative of (in such capacity herein called         
"Administrative Agent") the financial institutions        
("Lenders") party to the Credit Agreement (as hereinafter 
defined), for the benefit of Administrative Agent and     
Lenders, and CIRCUS AND ELDORADO JOINT                    
VENTURE, a Nevada general partnership ("Borrower")        
(as an express third-party beneficiary of this Make-Well  
Agreement), and amends and restates the Existing Make-    
Well Agreement referred to below in its entirety.         

RECITALS                          

   X.   Borrower entered into that certain Amended and
Restated Credit Agreement dated as of September 9, 1996,  
with the lenders referred to therein, Wells Fargo Bank,   
N.A., as Agent, and the Co-Agents and Managing Agents     
therein named (as amended, the "Existing Credit           
Agreement").                                              

      Y.   Pursuant to the Existing Credit Agreement, Circus
delivered an Amended and Restated Make-Well               
Agreement dated September 9, 1996 to the lenders under    
the Existing Credit Agreement (the "Existing Make-Well    
Agreement").                                              

     Z.   Concurrently with the execution hereof, Borrower
has entered into that certain Amended and Restated Credit 
Agreement of even date herewith with Lenders and          
Administrative Agent to amend and restate the Existing    
Credit Agreement in its entirety (said Amended and        
Restated Credit Agreement, as it may hereafter be         
amended, supplemented or otherwise modified from time     
to time, being the "Credit Agreement"; capitalized terms  
defined therein and not otherwise defined herein being    
used herein as therein defined).                          

 AA.  It is a condition precedent to execution and
delivery of the Credit Agreement that the Existing Make-  
Well Agreement be amended as set forth herein and that    
Circus thereby provide assurance to the Lenders of        
Borrower's ability to perform certain of its obligations  
thereunder.                                               

      AB.  Circus is irrevocably and unconditionally willing
  to provide such assurance, subject to the right of Circus to
terminate this Agreement in the manner, and upon the      
fulfillment of the conditions, set forth in Section 2.14  
hereof.                                                   

  NOW, THEREFORE, based upon the foregoing
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in      
order to induce Lenders and Administrative Agent to enter 
into the Credit Agreement and to make the Loans           
thereunder, Circus hereby agrees as follows:              

SECTION 1. DEFINITIONS                          

      1.1  Certain Defined Terms.  As used in this
Make-Well Agreement, the following terms shall have the   
following meanings unless the context otherwise requires: 

    "Additional Contributions" has the meaning
           assigned to that term in Section 2.1.

      "Make-Well Agreement" means, as of any date,
                         this Amended and Restated Make-Well Agreement as it
                        may be amended, supplemented or otherwise modified
          from time to time through such date.

        "Make-Well Coverage Ratio" has the meaning set
                           forth for that term in the Credit Agreement; provided
                          that any contribution of cash to Borrower by Circus in
                        exchange for equity of Borrower or General Partner
                   Subordinated Debt shall be included, without duplication,
                        in Net Income for the Fiscal Quarter in which such
                   contribution is made (or, if made within 25 calendar days
                     of the end of a Fiscal Quarter, for such Fiscal Quarter
                         immediately ended if Circus notifies Administrative
                      Agent in writing at the time of such contribution that
              such contribution is to be so credited).

 "Make-Well Obligations" has the meaning
           assigned to that term in Section 2.1.

  "Minimum Coverage Ratio" has the meaning
           assigned to that term in Section 2.1.

          "Obligations" has the meaning assigned such term
                     in the Credit Agreement and shall also include, without
                    limitation, Borrower's performance obligations
                     thereunder, including without limitation, its obligation to
   perform Section 7.6A thereof.

          "payment in full", "paid in full" or any similar
                        term means the indefeasible payment in full of the
                           Obligations or the Make-Well Obligations, as the case
                           may be, including, without limitation, all principal,
                   interest, costs, fees, expenses and indemnities (including,
                   without limitation, legal fees and expenses) of Lenders
                         and Administrative Agent as required under the Loan
Documents.                

1.2  Interpretation.                  

             a.   References to "Sections" shall be to
Sections of this Make-Well Agreement unless otherwise     
specifically provided.                                    

        b.   In the event of any conflict or
inconsistency between the terms, conditions and provisions
of this Make-Well Agreement and the terms, conditions     
and provisions of the Credit Agreement, the terms,        
conditions and provisions of this Make-Well Agreement     
shall prevail.                                            

SECTION 2. MAKE-WELL                          

           2.1  Obligation of Circus.  Until the termination
of this Agreement in accordance with Section 2.14 hereof, 
Circus shall make Additional Contributions (as defined    
below) to Borrower in such amounts as are necessary to    
ensure that Borrower maintains a Make-Well Coverage       
Ratio of at least 1.05:1.00 ("Minimum Coverage Ratio")    
 as of the last day of each Fiscal Quarter for the period of
four Fiscal Quarters then ended.  If, at any time prior to
the termination of this Agreement in accordance with      
Section 2.14 hereof, or the termination of all of the     
Commitments, payment in full of all Loans and other       
Obligations and the expiration or cancellation of all     
Letters of Credit (or the deposit of cash collateral with 
respect thereto), Borrower fails to maintain the Minimum  
Coverage Ratio, Circus shall make additional contributions
of cash for equity of Borrower or General Partner         
Subordinated Debt or both (with the manner in which the   
Additional Contributions are so made to be in the         
discretion of Circus) in the amount necessary for         
Borrower to maintain the Minimum Coverage Ratio (such     
additional contributions, "Additional Contributions").    
Circus' obligations to make such Additional Contributions 
are referred to herein as the "Make-Well Obligations."    

         Circus shall make such Additional Contributions
no later than 10 Business Days after (i) the date on which
Borrower delivers a Compliance Certificate pursuant to    
Section 6.1(iv) of the Credit Agreement demonstrating     
Borrower's failure to maintain such Minimum Coverage      
Ratio or, (ii) if Borrower fails to deliver a Compliance  
  Certificate by the date required pursuant to Section 6.1(iv)
of the Credit Agreement, on the date upon which           
Administrative Agent determines that the  Make-Well       
Coverage Ratio was less than the Minimum Coverage         
Ratio (which determination shall be presumed correct      
unless and until Circus demonstrates the inaccuracy       
   thereof) and notifies Circus of the same.  If Circus fails to
make Additional Contributions on the date required,       
interest shall accrue on the amount of Additional         
Contributions at a rate per annum equal to the Base Rate  
until such Additional Contributions are made to Borrower; 
provided that all such interest accrued to the date such  
Additional Contributions are made shall be paid to        
Borrower together therewith and shall be treated as a cash
contribution to Borrower in exchange for equity of        
Borrower or General Partner Subordinated Debt or,         
without duplication, both.                                

                In the event that Circus, in its discretion, elects to
make Additional Contributions in the form of General      
Partner Subordinated Debt, Borrower hereby agrees that it 
will execute and deliver (and Circus agrees that it shall 
accept as evidence of such General Partner Subordinated   
Debt) the following:                                      

       (a)  a Loan Agreement, substantially in the form of the
                       Credit Agreement dated as of May 30, 1995 between
                   Borrower and Circus, together with a promissory note in
    the form contemplated thereby;

      (b)  a Deed of Trust, substantially in the form of the
                           Construction Deed of Trust dated May 30, 1995 made by
             Borrower for the benefit of Circus; and

       (c)  a Security Agreement, substantially in the form of
                       the Security Agreement dated May 30, 1995 made by
  Borrower in favor of Circus;

       (d)  Financing Statements, fixture financing statements
                     and other instruments, documents and agreements
                    necessary or desirable to perfect the liens granted by
                  Borrower to Circus in connection therewith, in each case
                substantially in the form delivered on May 30, 1995; and

     (e)  an Environmental Indemnity, substantially in the
                       form of the Environmental Indemnity dated May 30,
               1995 made by Borrower in favor of Circus.

Circus and Borrower further agree that, concurrently with 
the execution and delivery of such agreements, they shall 
execute and deliver in favor of the Administrative Agent  
and the Lenders a Subordination Agreement, substantially  
in the form of Exhibit B hereto.                          

All changes to the above documents from the forms         
delivered as of May 30, 1995 shall be reasonably          
acceptable to the Administrative Agent and its legal      
counsel, and any and all such agreements shall be         
executed and delivered within the time frames set forth   
herein for the making of Additional Contributions.        

           2.2  Liability of Circus Absolute.  Circus agrees
that its obligations hereunder are irrevocable, absolute, 
independent and unconditional and shall not be affected by
any circumstance which constitutes a legal or equitable   
discharge of a guarantor or surety other than payment in  
full and prompt and complete performance of the           
Obligations, subject, however, to the right of Circus to  
terminate this Agreement in the manner, and upon the      
fulfillment of the conditions, set forth in Section 2.14  
hereof.                                                   

     In furtherance of the foregoing and without
limiting the generality thereof, Circus agrees as follows:

        (a)  This Make-Well Agreement is not
                   conditioned or contingent upon the genuineness, validity,
                           regularity or enforceability of the Loan Documents or
                   other instruments relating to the creation or performance
                 of the Obligations or the pursuit by Administrative Agent
                           of any remedies that it now has or may hereafter have
                with respect thereto under the Loan Documents, at law,
in equity or otherwise.   

         (b)  Administrative Agent may enforce
                        this Make-Well Agreement upon the occurrence of an
                           Event of Default or Default under Section 7.6A of the
                          Credit Agreement even if Borrower, any Loan Party or
                  any Borrower Parent disputes the existence of such Event
of Default or Default.    

            (c)  The obligations of Circus hereunder
                    are independent of the obligations of Borrower under the
                     Loan Documents and the obligations of any other
                     guarantor of the obligations of Borrower under the Loan
                        Documents, and a separate action or actions may be
                          brought and prosecuted against Circus whether or not
                           any action is brought against Borrower or any of such
                    other guarantors and whether or not Borrower is joined
    in any such action or actions.

              (d)  Circus' payment of a portion, but not
                    all, of the Make-Well Obligations shall in no way limit,
                 affect, modify or abridge Circus' liability for any portion
                 of the Make-Well Obligations which has not been paid.
                          Without limiting the generality of the foregoing, if
                  Administrative Agent is awarded a judgment in any suit
                       brought to enforce Circus' covenant to pay a portion of
                           the Make-Well Obligations, such judgment shall not be
                           deemed to release Circus from its covenant to pay the
                          portion of the Make-Well Obligations that is not the
subject of such suit.     

        (e)  Administrative Agent, upon such
                     terms as it deems appropriate, without notice or demand
                  and without affecting the validity or enforceability of this
                          Make-Well Agreement or giving rise to any reduction,
                         limitation, impairment, discharge or termination of
                        Circus' liability hereunder, from time to time may
                (i) renew, extend, accelerate, increase the rate of interest
                        on, or otherwise change the time, place, manner or
                        terms of payment or performance of the Obligations
                        subject to the limitations set forth in the Credit
                   Agreement; provided that, at any time after Galleon, Inc.
                      ceases to be Managing Partner, unless Circus has
                    received prior notice of any such change with respect to
                         the performance standard required of Borrower under
                          7.6A of the Credit Agreement that would increase the
                       amount of the Additional Contributions that would
                    otherwise have been necessary to fulfill the Make-Well
                         Obligations, Circus' obligations hereunder shall be
                      limited to making the amount of Additional Contributions
                     necessary to fulfill the Make-Well Obligations prior to
                      such change; (ii) settle, compromise, release or
                     discharge, or accept or refuse any offer of performance
                   with respect to, or substitutions for, the Obligations or
                         the Make-Well Obligations or any agreement relating
                           thereto and/or subordinate the payment or performance
                  of the same to the payment or performance of any other
                   obligations; (iii) request and accept other guaranties of
                           the Obligations or the performance of Section 7.6A of
                     the Credit Agreement and take and hold security for the
                 payment of the Make-Well Obligations or the
                 Obligations; (iv) release, surrender, exchange, substitute,
                 compromise, settle, rescind, waive, alter, subordinate or
                   modify, with or without consideration, any security for
                          payment or performance of the Obligations, any other
                         guaranties of the Obligations or the performance of
                        Section 7.6A of the Credit Agreement, or any other
                    obligation of any Person with respect to the Obligations
                      or the performance of Section 7.6A of the Credit
                          Agreement; (v) enforce and apply any security now or
                  hereafter held by or for the benefit of Administrative
                      Agent or any Lender in respect of this Make-Well
                         Agreement or the performance of the Obligations and
                   direct the order or manner of sale thereof, or exercise
                  any other right or remedy that Administrative Agent or
                        Lenders, or any of them, may have against any such
                   security, as Administrative Agent in its discretion may
                    determine consistent with the Credit Agreement and any
                          applicable security agreement; and (vi) exercise any
                    other rights available to it under the Loan Documents.
                         (f)  This Make-Well Agreement and the
                        obligations of Circus hereunder shall be valid and
                    enforceable and shall not be subject to any reduction,
                  limitation, impairment, discharge or termination for any
                       reason (other than payment in full and prompt and
                  complete performance of the Obligations or, only as to
                   the portion paid, payment of a portion of the Make-Well
                   Obligations for any relevant period), including without
                        limitation the occurrence of any of the following,
                    whether or not Circus shall have had notice or
                  knowledge of any of them: (i) any failure or omission to
                  assert or enforce or agreement or election not to assert
                    or enforce, or the stay or enjoining, by order of court,
                          by operation of law or otherwise, of the exercise or
                       enforcement of, any claim or demand or any right,
                     power or remedy (whether arising under the Loan
                   Documents, at law, in equity or otherwise) with respect
                          to the Obligations, the Make-Well Obligations or any
                    agreement relating thereto, or with respect to any other
                    guaranty of or security for the payment of the
                    Obligations; (ii) any rescission, waiver, amendment or
                     modification of, or any consent to departure from, any of
                           the terms or provisions (including without limitation
                   provisions relating to events of default) of the Credit
                       Agreement, any of the other Loan Documents or any
                    agreement or instrument executed pursuant thereto, or of
                     any other guaranty or security for the Obligations, or of
                       the obligations encompassed thereby, in each case
                        whether or not in accordance with the terms of the
                   Credit Agreement or such Loan Document or any
                    agreement relating to such other guaranty or security;
                    (iii) the Obligations, or any agreement relating thereto, at
                    any time being found to be illegal, invalid or
                           unenforceable in any respect; (iv) the application of
                          payments received from  any source to the payment of
                          indebtedness other than the Obligations, even though
                    Administrative Agent or Lenders, or any of them, might
                    have elected to apply such payment to any part or all of
                         the Obligations; (v) any Lender's or Administrative
                      Agent's consent to the change, reorganization or
                        termination of the legal structure or existence of
                  Borrower and to any corresponding restructuring of the
                          Obligations; (vi) any failure to perfect or continue
                   perfection of a security interest in any collateral which
                    secures any of the Obligations; (vii) any defenses, set-
                        offs or counterclaims which Borrower may allege or
                          assert against Administrative Agent or any Lender in
                    respect of the Obligations, including but not limited to
                    failure of consideration, breach of warranty, payment,
                 statute of frauds, statute of limitations, accord and
                    satisfaction and usury; and (viii) any other act or thing or
                    omission, or delay to do any other act or thing, which
                          may or might in any manner or to any extent vary the
                    risk of Circus as an obligor in respect of the Make-Well
Obligations.              

        2.3  Waivers by Circus.  Circus hereby waives,
for the benefit of Lenders and Administrative Agent:      

            (a)  any right to require Administrative
                    Agent or Lenders, as a condition of payment or
                     performance by Circus, to (i) proceed against Borrower,
                         any other guarantor of the Obligations or any other
                   Person, (ii) proceed against or exhaust any security held
                           from Borrower, any other guarantor of the Obligations
                   or any other Person, (iii) proceed against or have resort
                  to any balance of any deposit account or credit on the
                 books of Administrative Agent or any Lender in favor of
                  Borrower or any other Person, or (iv) pursue any other
                        remedy in the power of Administrative Agent or any
Lender whatsoever;        

             (b)  any defense arising by reason of the
                    incapacity, lack of authority or any disability or other
                    defense of Borrower including, without limitation, any
                      defense based on or arising out of the lack of validity or
                    the unenforceability of the Obligations or any agreement
                        or instrument relating thereto or by reason of the
                           cessation of the liability of Borrower from any cause
                    other than payment in full of the Obligations;

           (c)  any defense based upon any statute
                          or rule of law which provides that the obligation of a
                          surety must be neither larger in amount nor in other
                          respects more burdensome than that of the principal;

(d)  any defense based upon 
                      Administrative Agent's or any Lender's errors or
                  omissions in the administration of the Obligations, except
                   behavior which amounts to willful misconduct;

            (e)  (i) any principles or provisions of
                           law, statutory or otherwise, which are or might be in
                   conflict with the terms of this Make-Well Agreement and
                   any legal or equitable discharge of Circus' obligations
                  hereunder, (ii) any rights to set-offs, recoupment and
                counterclaims, and (iii) promptness, diligence and any
                         requirement that Administrative Agent or any Lender
                     protect, secure, perfect or insure any security interest or
           lien or any property subject thereto:

        (f)  notices, demands, presentments,
                           protests, notices of protest, notices of dishonor and
                    notices of any action or inaction, including acceptance of
                  this Make-Well Agreement, notices of default under the
                   Credit Agreement or any agreement or instrument related
                   thereto, notices of any renewal, extension or
                  modification of the Obligations or any agreement related
                   thereto, notices of any extension of credit to Borrower
                  and notices of any of the matters referred to in Section
                      2.2 and any right to consent to any thereof: and

             (g)  any defenses or benefits that may be
                   derived from or afforded by law which limit the liability
                          of or exonerate guarantors or sureties, or which may
                          conflict with the terms of this Make-Well Agreement,
                           including without limitation the provisions of Nevada
                         Revised Statutes Sections 40.430-40.459, 40.475 and
                   40.485 as permitted by Nevada Revised Statutes Sections
                  40.495 (1993), and any successor provisions.

2.4  Circus' Rights of Subrogation,   
Contribution, Etc.  Circus and Borrower hereby expressly  
agree that any Additional Contributions made by Circus    
pursuant to this Make-Well Agreement shall be made in     
exchange for equity of Borrower or General Partner        
Subordinated Debt or, without duplication, both (as       
determined by Circus), and Circus shall not be entitled to
any right of subrogation, contribution or reimbursement   
from any Person (including without limitation, Borrower,  
Administrative Agent, any Lender or any guarantor) with   
respect to such Additional Contributions until this Make- 
Well Agreement has been terminated pursuant to Section    
2.8 hereof; provided that to the extent Circus receives   
General Partner Subordinated Debt in exchange for         
 Additional Contributions, Circus shall be entitled (subject
to Section 2.5 below) to such reimbursement as is         
permitted pursuant to the Subordinated Debt Documents;    
 provided further that such entitlement shall cease upon the
occurrence and during the continuance of an Event of      
Default or Default.                                       

           2.5  Real Property Security.  Circus agrees that,
  if all or a portion of the Obligations or any other guaranty
of all or a portion of the Obligations are at any time    
secured by a deed of trust or mortgage covering interests 
in real property, then, in the event that Additional      
Contributions are not made when required pursuant to      
Section 2.1, Administrative Agent or its designee, in its 
sole discretion, without notice or demand and without     
  affecting the liability of Circus, may foreclose at any time
thereafter, pursuant to the terms of the Loan Documents   
(including Section 7.6A of the Credit Agreement) or       
otherwise in accordance with applicable law, on any such  
deed of trust or mortgage and the property described      
therein by nonjudicial or other sale without affecting the
obligations of Circus hereunder.  Without limiting any of 
the waivers contained elsewhere herein, Circus hereby     
waives any defense to liability arising by reason of the  
exercise by Lenders or Administrative Agent or any of     
them, of any right or remedy contained in any such deed   
of trust or mortgage or any of the other Loan Documents.  
Circus hereby authorizes and empowers Administrative      
Agent and any Lender to exercise, in its sole discretion, 
any rights or remedies, or any combination thereof, which 
  may then be available, since it is the intent and purpose of
Circus that its obligations hereunder shall be absolute,  
independent and unconditional under any and all           
circumstances, subject, only, to the right of Circus to   
terminate this Agreement in the manner, and upon the      
fulfillment of the conditions, set forth in Section 2.14  
hereof.  Notwithstanding any foreclosure of the lien of   
any such deed of trust or mortgage, whether by the        
exercise of the power of sale contained therein, by an    
 action for judicial foreclosure, or by acceptance of a deed
in lieu of foreclosure, Circus shall remain bound under   
this Make-Well Agreement; provided the net proceeds of    
any such exercise of remedies shall be deducted from the  
Obligations to the extent such proceeds are applied to    
reduce the Obligations in any calculation of amounts      
owing from Circus under the terms of this Make-Well       
Agreement.                                                

        2.6  Expenses.  Circus agrees to pay, or cause
to be paid, on demand, and to save Administrative Agent   
and Lenders harmless against liability for, any and all   
costs and expenses (including fees and disbursements of   
  counsel and allocated costs of internal counsel) incurred or
expended by Administrative Agent or any Lender in         
connection with the enforcement of or preservation of any 
rights under this Make-Well Agreement.                    

   2.7  Continuing Guaranty.  This Make-Well
Agreement is a continuing guaranty and, subject to Section
2.14, shall remain in effect until all of the Obligations 
shall have been paid in full in cash by Circus, Borrower  
or otherwise and promptly and completely performed and    
the Commitments shall have terminated and all Letters of  
Credit shall have expired or been canceled.  Circus'      
liability under this Make-Well Agreement shall not be     
reduced by virtue of any payment by Borrower of any       
amounts due under the Credit Agreement (other than a      
payment that increases the actual Make-Well Coverage      
Ratio maintained by Borrower) or under any of the Loan    
Documents or by Administrative Agent's or Lenders'        
recourse to any collateral or security.  Circus hereby    
irrevocably waives any right to revoke this Make-Well     
Agreement as to future transactions giving rise to any    
Make-Well Obligations.                                    

          2.8  Authority of Circus or Borrower.  It is not
necessary for Lenders or Administrative Agent to inquire  
into the capacity or powers of Circus or Borrower or the  
officers, directors or any Administrative Agents acting or
purporting to act on behalf of any of them.               

    2.9  Financial Condition of Borrower.  Any
Loans may be granted to Borrower or continued from time   
to time without notice to or authorization from Circus    
regardless of the financial or other condition of Borrower
at the time of any such grant or continuation.  Lenders   
and Administrative Agent shall have no obligation to      
disclose or discuss with Circus their assessment, or      
Circus' assessment, of the financial condition of         
Borrower; provided that Administrative Agent shall give   
notice to Circus of any reduction of Commitments or       
change in the final maturity of the Loans; provided,      
further, that the failure of Administrative Agent to so   
notify Circus shall not affect the obligations of Circus  
hereunder.  Circus has adequate means to obtain           
information from Borrower on a continuing basis           
concerning the financial condition of Borrower and its    
ability to perform its obligations under the Loan         
Documents (including, without limitation, its obligations 
 to satisfy its financial covenants), and Circus assumes the
responsibility for being and keeping informed of the      
financial condition of Borrower and of all circumstances  
bearing upon the risk of nonpayment or nonperformance     
of the Obligations.  Circus hereby waives and relinquishes
any duty on the part of Administrative Agent or any       
  Lender to disclose any matter, fact or thing relating to the
business, operations or conditions of Borrower now        
known or hereafter known by Administrative Agent or any   
Lender.                                                   

         2.10 Rights Cumulative.  The rights, powers and
remedies given to Lenders and Administrative Agent by     
this Make-Well Agreement are cumulative and shall be in   
addition to and independent of all rights, powers and     
remedies given to Lenders and Administrative Agent by     
 virtue of any statute or rule of law or in any of the other
Loan Documents or any agreement between Circus and        
Lenders and/or Administrative Agent or between            
Borrower and Lenders and/or Administrative Agent.  Any    
forbearance or failure to exercise, and any delay by any  
Lender or Administrative Agent in exercising, any right,  
power or remedy hereunder shall not impair any such       
right, power or remedy or be construed to be a waiver     
thereof, nor shall it preclude the further exercise of any
such right, power or remedy.                              

      2.11 Bankruptcy.  So long as any Obligations
remain outstanding, Circus shall not, without the prior   
written consent of Administrative Agent in accordance     
with the terms of the Credit Agreement, commence or join  
with any other Person in commencing any bankruptcy,       
reorganization or insolvency proceedings of or against    
Borrower.  The obligations of Circus under this Make-     
Well Agreement shall not be reduced, limited, impaired,   
discharged, deferred, suspended or terminated by any      
proceeding, voluntary or involuntary, involving the       
bankruptcy, insolvency, receivership, reorganization,     
liquidation or arrangement of Borrower or by any defense  
which Borrower may have by reason of the order, decree    
or decision of any court or administrative body resulting 
from any such proceeding.                                 

   2.12 Notice of Events.  As soon as Circus
obtains knowledge thereof, Circus shall give              
Administrative Agent written notice of any condition or   
event which has resulted in (a) a material adverse change 
in the financial condition of Circus or Borrower or (b) a 
breach of or noncompliance with any term, condition or    
covenant contained herein or in the Circus Loan           
Agreement, the Credit Agreement, any other Loan           
Document or any other document delivered pursuant         
hereto or thereto.  Promptly upon Administrative Agent's  
receipt of notice thereof, Administrative Agent shall give
Circus written notice of any Event of Default; provided   
  that the failure of Administrative Agent to so notify Circus
shall not affect any obligation of Circus hereunder.      

        2.13  Cooperation With Gaming Boards.   Circus
agrees that it shall cooperate with Administrative Agent  
and Lenders to fulfill the requirements of any Gaming     
Board with respect to the rights of Administrative Agent  
and Lenders to enforce and apply any security now or      
hereafter held by or for the benefit of Administrative    
Agent or any Lender in respect of the Obligations, or to  
exercise any other right or remedy that Administrative    
Agent or Lenders, or any of them, may have against any    
such party.                                               

     2.14  Termination of Agreement; Conditions.
During the period from December 31, 2000 through          
December 31, 2001, Circus shall have the option to elect  
to terminate the Make-Well Agreement by written notice    
to the Administrative Agent (subject to confirmation of   
receipt by Administrative Agent as set forth below),      
substantially in the form of Exhibit A hereto, if all the 
following conditions have been satisfied:                 

                (i)  on the last day of each of the two most
                          recent Fiscal Quarters for which financial
                          statements of Borrower have been delivered
                                pursuant to Section 6.1 of the Credit Agreement,
                              the Stand-Alone Leverage Ratio is 3.00:1.00 or
less;           

                (ii)  for each of the two most recent Fiscal
                          Quarters for which financial statements of
                                Borrower have been delivered pursuant to Section
                            6.1 of the Credit Agreement, the Stand-Alone
                              Coverage Ratio for the four consecutive Fiscal
                               Quarters then ended is not less than 1.25:1.00;

               (iii)  no Event of Default or Default shall
                    have occurred and be continuing; and

                  (iv)  Circus shall not be in default in any of
                             its monetary agreements under this Agreement.

         Upon receipt by the Administrative Agent of any
such notice in a form which the Administrative Agent      
believes to be proper, the Administrative Agent shall give
notice thereof to the Borrower and the Lenders.  In the   
event that any Lender believes that the Make-Well         
Agreement may not properly be terminated, it shall        
   provide written notice of its objection to the termination of
the Make-Well Agreement within 10 days of the date of     
such notice, which written notice shall state the basis of
the objection.  In the absence of any such objection, the 
Administrative Agent shall acknowledge receipt of the     
request, and terminate the Make-Well Agreement within     
14 days of the giving of such notice (or, if any objection
has been served, as promptly as possible following the    
resolution of such objection).                            

         The termination of this Agreement in accordance
with this Section shall not result in a termination of the
Environmental Indemnity executed by Circus nor shall it   
absolve Circus of any obligation to make payments which   
have previously accrued hereunder.                        

SECTION 3. REPRESENTATIONS AND                          
WARRANTIES                                                

      In order to induce Lenders and Administrative Agent to
accept this Make-Well Agreement and to enter into the     
Credit Agreement and to make the Loans thereunder,        
Circus hereby represents and warrants to Lenders that the 
following statements are true and correct:                

   3.1  Incorporation of Representations and
Warranties. Each of the representations and warranties set
forth in the Circus Loan Agreement is true, correct and   
complete in all material respects as if originally made as
of the date hereof other than Sections 4.2, 4.3, 4.4 and  
4.11 thereof.                                             

3.2  Authorization of Borrowing, etc. 

         (a)  Authorization of Borrowing.  The
                     execution, delivery and performance of the Loan
                     Documents to which it is a party have been duly
                  authorized by all necessary corporate action on the part
of Circus.                

     (b)  No Conflict.  The execution,
                    delivery and performance by Circus of the Loan
                           Documents to which it is a party and the consummation
                  of the transactions contemplated by the Loan Documents
                do not and will not (i) violate any provision of any law
                          or any governmental rule or regulation applicable to
                           Circus or any of its Subsidiaries, the Certificate of
                     Incorporation or Bylaws of Circus or any of its
                          Subsidiaries or any order, judgment or decree of any
                           court or other agency of government binding on Circus
                   or any of its Subsidiaries, (ii) conflict with, result in a
                 breach of or constitute (with due notice or lapse of time
                  or both) a default under any Contractual Obligation of
             Circus or any of its Subsidiaries, (iii) result in or require
                  the creation or imposition of any Lien upon any of the
                 properties or assets of Circus or any of its Subsidiaries
                         (other than any Liens created under any of the Loan
                 Documents in favor of Administrative Agent on behalf of
                     Lenders), or (iv) require any approval of stockholders or
                     any approval or consent of any Person under any
                    Contractual Obligation of Circus or any of its
Subsidiaries.             

    (c)  Governmental Consents.  The
                          execution, delivery and performance by Circus of the
                           Loan Documents to which it is a party and the consum-
                         mation of the transactions contemplated by the Loan
                    Documents do not and will not require any registration
                          with, consent or approval of, or notice to, or other
                        action to, with or by, any federal, state or other
                governmental authority or regulatory body.

         (d)  Binding Obligation.  Each of the
                         Loan Documents to which it is a party has been duly
                   executed and delivered by Circus and is the legally valid
                           and binding obligation of Circus, enforceable against
                     Circus in accordance with its respective terms, except as
                       such enforceability may be limited by bankruptcy,
                    insolvency, reorganization, moratorium or similar laws
                   relating to or limiting creditors' rights generally or by
                      equitable principles relating to enforceability.

SECTION 4. AFFIRMATIVE COVENANTS                          

            Circus covenants and agrees that, unless and until
all of the Obligations shall have been paid in full by    
Circus, Borrower or otherwise and the Commitments shall   
have terminated and all Letters of Credit shall have      
expired or been canceled, or until the termination of this
Agreement in accordance with Section 2.14 unless          
Requisite Lenders shall otherwise consent in writing:     

  4.1  Covenants in Circus Loan Agreement.
  Circus shall at all times perform all of its obligations set
forth in Article 6 of the Circus Loan Agreement for the   
benefit of the financial institutions party thereto.      

  4.2  Reporting Requirements.  As soon as
 possible after the same are available to Circus, and in any
event within the time set for such delivery in the Circus 
Loan Agreement, Circus will deliver to Lenders copies of  
the documents required to be delivered under              
Sections 7.1(a), 7.1(c) and 7.2 of the Circus Loan        
Agreement as in effect on the Closing Date                
notwithstanding any subsequent amendment, modification    
or termination thereof.  Circus will promptly and in any  
 event no later than concurrently with delivery of financial
statements pursuant to such Section 7.1(a), deliver to    
Lenders written notice of any change in the Debt Rating   
(as defined in the Circus Loan Agreement).                

          4.3  Bankruptcy. Circus agrees that it shall not
commence or join with any other creditor of Borrower to   
commence any bankruptcy, insolvency, reorganization or    
other similar proceedings against Borrower.               

SECTION 5. MISCELLANEOUS                          

      5.1  Survival of Warranties. All agreements,
representations and warranties made herein shall survive  
the execution and delivery of this Make-Well Agreement    
and the other Loan Documents and any increase in the      
Commitments under the Credit Agreement.                   

     5.2  Notices. Any communications between or
among Administrative Agent, Circus and Borrower and       
any notices or requests provided herein to be given may   
be given by mailing the same, postage prepaid, or by telex
or facsimile transmission prior to 5:00 P.M. (Pacific     
Time) on a Business Day to each such party at its address 
set forth in the Credit Agreement, on the signature pages 
hereof or to such other addresses as each such party may  
in writing hereafter indicate.  Any notice, request or    
demand to or upon Administrative Agent, Borrower or       
Lenders or Circus under or relating to this Make-Well     
Agreement shall not be effective until received.          

        5.3  Severability. In case any provision in or
obligation under this Make-Well Agreement shall be        
invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining    
provisions or obligations, or of such provision or        
obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby.                          

5.4  Amendments and Waivers.  No      
amendment, modification, termination or waiver of any     
provision of this Make-Well Agreement, or consent to any  
departure by Circus therefrom, shall in any event be      
effective without the written concurrence of all Lenders  
under the Credit Agreement.  Any waiver or consent shall  
be effective only in the specific instance and for the    
specific purpose for which it was given.                  

        5.5  Headings.  Section headings in this Make-
Well Agreement are included herein for convenience of     
  reference only and shall not constitute a part of this Make-
Well Agreement for any other purpose or be given any      
substantive effect.                                       

5.6  Applicable Law. THIS MAKE-WELL   
AGREEMENT SHALL BE GOVERNED BY, AND                       
SHALL BE CONSTRUED AND ENFORCED IN                        
ACCORDANCE WITH, THE INTERNAL LAWS OF                     
THE STATE OF NEVADA, WITHOUT REGARD TO                    
CONFLICTS OF LAWS PRINCIPLES.                             

      5.7  Successors and Assigns.  This Make-Well
Agreement is a continuing guaranty and shall be binding   
upon Circus and its successors and assigns.  This Make--  
Well Agreement shall inure to the benefit of Borrower,    
Lenders, Administrative Agent and their respective        
 successors and assigns.  Circus shall not assign this Make-
Well Agreement or any of the rights or obligations of     
Circus hereunder without the prior written consent of all 
Lenders.  Any Lender may, without notice or consent,      
assign its third party beneficiary interest in this Make- 
Well Agreement in whole or in part.  The terms and        
provisions of this Make-Well Agreement shall inure to the 
benefit of any transferee or assignee of any Loan, and in 
the event of such transfer or assignment the rights and   
privileges herein conferred upon Lenders and              
Administrative Agent shall automatically extend to and be 
vested in such transferee or assignee, all subject to the 
terms and conditions hereof.                              

     5.8  Consent to Jurisdiction and Service of
Process. ALL JUDICIAL PROCEEDINGS BROUGHT                 
AGAINST CIRCUS ARISING OUT OF OR RELATING                 
TO THIS MAKE-WELL AGREEMENT MAY BE                        
BROUGHT IN ANY STATE OR FEDERAL COURT OF                  
COMPETENT JURISDICTION IN THE STATE OF                    
NEVADA AND BY EXECUTION AND DELIVERY OF                   
THIS MAKE-WELL AGREEMENT CIRCUS ACCEPTS                   
FOR ITSELF AND IN CONNECTION WITH ITS                     
PROPERTIES, GENERALLY AND                                 
UNCONDITIONALLY, THE EXCLUSIVE                            
JURISDICTION OF THE AFORESAID COURTS AND                  
WAIVES ANY DEFENSE OF FORUM NON                           
CONVENIENS AND IRREVOCABLY AGREES TO BE                   
BOUND BY ANY JUDGMENT RENDERED THEREBY                    
IN CONNECTION WITH THIS MAKE WELL                         
AGREEMENT.  Circus hereby agrees that service of all      
process in any such proceeding in any such court may be   
made by registered or certified mail, return receipt      
  requested, to Circus at its address provided in Section 5.2,
such service being hereby acknowledged by Circus to be    
sufficient for personal jurisdiction in any action against
Circus in any such court and to be otherwise effective and
binding service in every respect.  Nothing herein shall   
affect the right to serve process in any other manner     
permitted by law.                                         

    5.9  Waiver of Trial by Jury.  CIRCUS AND,
BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,                 
BORROWER AND THE ADMINISTRATIVE AGENT                     
EACH HEREBY AGREES TO WAIVE ITS                           
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY                  
CLAIM OR CAUSE OF ACTION BASED UPON OR                    
ARISING OUT OF THIS MAKE-WELL AGREEMENT.                  
The scope of this waiver is intended to be all-           
encompassing of any and all disputes that may be filed in 
any court and that relate to the subject matter of this   
transaction, including without limitation contract claims,
tort claims, breach of duty claims and all other common   
 law and statutory claims.  Circus and, by its acceptance of
the benefits hereof, Borrower and Administrative Agent    
each (i) acknowledges that this waiver is a material      
inducement for Circus, Borrower and Administrative        
Agent to enter into a business relationship, that Circus, 
Borrower and Administrative Agent have already relied on  
this waiver in entering into this Make-Well Agreement or  
accepting the benefits thereof, as the case may be, and   
that each will continue to rely on this waiver in their   
related future dealings and (ii) further warrants and     
  represents that each has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives   
its jury trial rights following consultation with legal   
counsel.  THIS WAIVER IS                                  
IRREVOCABLE, MEANING THAT IT MAY NOT BE                   
MODIFIED EITHER ORALLY OR IN WRITING, AND                 
THIS WAIVER SHALL APPLY TO ANY                            
SUBSEQUENT AMENDMENTS, RENEWALS,                          
SUPPLEMENTS OR MODIFICATIONS TO THIS                      
MAKE-WELL AGREEMENT.  In the event of litigation,         
this Make-Well Agreement may be filed as a written        
consent to a trial by the court.                          

          5.10 No Other Writing.  This writing is intended
by Circus, Borrower and Administrative Agent as the final 
expression of this Make-Well Agreement and is also        
intended as a complete and exclusive statement of the     
terms of their agreement with respect to the matters      
covered hereby.  No course of dealing, course of          
performance or trade usage, and no parol evidence of any  
nature, shall be used to supplement or modify any terms   
of this Make-Well Agreement.  There are no conditions to  
the full effectiveness of this Make-Well Agreement.       

       5.11 Further Assurances.  At any time or from
time to time, upon the request of Administrative Agent or 
Requisite Lenders, Circus or Borrower or both shall       
execute and deliver such further documents and do such    
other acts and things as Administrative Agent or Requisite
 Lenders may reasonably request in order to effect fully the
purposes of this Make-Well Agreement.                     

        5.12 Borrower Third-Party Beneficiary.  Circus
and Administrative Agent hereby expressly agree and       
acknowledge that Borrower is intended to be an express    
third-party beneficiary of this Make-Well Agreement and   
Borrower shall be entitled to exercise any and all rights 
and remedies afforded third-party beneficiaries under the 
laws of the relevant jurisdiction.                        

      5.13 Counterparts.  This Make-Well Agreement
may be executed in one or more counterparts and by        
different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an   
   original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be   
detached from multiple separate counterparts and attached 
to a single counterpart so that all signature pages are   
physically attached to the same document.                 

    IN WITNESS WHEREOF, Circus has caused this
Make-Well Agreement to be duly executed and delivered     
   by its officer thereunto duly authorized as of the date first
written above.                                            

        CIRCUS CIRCUS ENTERPRISES,
INC.                                                      

     By      Glenn Schaeffer

Title   President 

      Address:  2880 Las Vegas
Boulevard South                                           
                   Las Vegas, Nevada
89109                                                     
                    Attention: General
Counsel                                                   

Accepted by:                                              

BANK OF AMERICA NATIONAL TRUST                            
AND SAVINGS ASSOCIATION                                   
as Administrative Agent on behalf of the Lenders          

By Janice Hammond                                         

Title Vice President                                      

Address:  555 South Flower Street, 11th Floor             
Los Angeles, California  90071        
    Attention:  Janice Hammond, Vice President

CIRCUS AND ELDORADO                                       
JOINT VENTURE, as express                                 
third-party beneficiary                                   

By:  GALLEON, INC.                              

By: Glenn Schaeffer                             

Title: President                                

Address:  c/o Circus Circus Enterprises         
  2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109     
  Attention:     General Counsel

By:  ELDORADO LIMITED LIABILITY COMPANY                   
Its: General Partner                                      

By:  ELDORADO RESORTS LLC.                      
Its: Manager                          

By:    Donald Carano                  

Title:                                

Address:  c/o Eldorado Hotel Casino   
       345 North Virginia Street
P.O. Box 3399     
Reno, Nevada 89508
        Attention: General Counsel

By:  EXECUTIVE COMMITTEE                        

By:  Gary Carano                      

Title: General Manager                

By: Bruce Sexton                      

      Title:Director of Finance and Administration

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[Exhibit A to Make-Well Agreement]                          

________________, 200__                           

Bank of America National Trust and Savings Association    
555 South Flower Street, 11th Floor                       
Los Angeles, California  90071                            

Gentlemen:                                                

        This letter is delivered with reference to the
Amended and Restated Credit Agreement dated as of         
_____________, 1997 among CIRCUS AND                      
ELDORADO JOINT VENTURE, the Lenders named                 
therein, and BANK OF AMERICA NATIONAL TRUST               
AND SAVINGS ASSOCIATION, as Administrative                
Agent (said Amended and Restated Credit Agreement, as     
it may hereafter be amended, supplemented or otherwise    
modified from time to time, being the "Credit             
Agreement"; capitalized terms defined therein and not     
otherwise defined herein being used herein as therein     
defined).                                                 

        By this notice Circus Circus Enterprises, Inc.
("Circus") hereby requests the termination of the Make-   
Well Agreement referred to in the Credit Agreement.  In   
support of this request, Circus hereby certifies that:    

                (i)  on the last day of each of the two most
                          recent Fiscal Quarters for which financial
                          statements of Borrower have been delivered
                                pursuant to Section 6.1 of the Credit Agreement,
                               the Stand-Alone Leverage Ratio was 3.00:1.00 or
less;           

                (ii)  for each of the two most recent Fiscal
                          Quarters for which financial statements of
                                Borrower have been delivered pursuant to Section
                            6.1 of the Credit Agreement, the Stand-Alone
                              Coverage Ratio for the four consecutive Fiscal
                                Quarters then ended was not less than 1.25:1.00;

              (iii)  to the best knowledge of Circus, no
                            Event of Default or Default has occurred and
       remains continuing; and

                (iv)  Circus is not in default in any of its
                       monetary agreements under the Make-Well
Agreement.      

           Please promptly execute this request in the space
provided below, whereupon the Make-Well Agreement         
shall be deemed terminated.                               

                   Very truly yours,

               CIRCUS CIRCUS
ENTERPRISES, INC.                                         

     By:
___________________________                               

        Title:
________________________                                  

cc.  Circus and Eldorado Joint Venture                    
Attn: Chief Financial Officer                   

The undersigned acknowledges on behalf of the Lenders     
that the Make-Well Agreement has been terminated in       
accordance with its terms.                                

BANK OF AMERICA NATIONAL TRUST                            
AND SAVINGS ASSOCIATION                                   

By: __________________________                            

Title: _______________________                            

AMENDED AND RESTATED CONSTRUCTION       
DEED OF TRUST, FIXTURE FILING AND       
SECURITY AGREEMENT WITH ASSIGNMENT OF       
RENTS       

NOTICE:  THE OBLIGATIONS SECURED HEREBY                                     
INCLUDE REVOLVING CREDIT OBLIGATIONS                                        
WHICH PERMIT BORROWING, REPAYMENT AND                                       
REBORROWING.  INTEREST ON OBLIGATIONS                                       
SECURED HEREBY ACCRUES AT RATES WHICH                                       
MAY FLUCTUATE FROM TIME TO TIME.  THIS                                      
INSTRUMENT SECURES FUTURE ADVANCES.                                         
THIS DEED OF TRUST SHALL BE DEEMED TO BE                                    
A CONSTRUCTION MORTGAGE UNDER NEVADA                                        
REVISED STATUTES 104.9313(1)(c) AND UNDER                                   
THE NEVADA UNIFORM COMMERCIAL CODE.                                         

THIS AMENDED AND RESTATED                                 
CONSTRUCTION DEED OF TRUST, FIXTURE                                         
FILING AND SECURITY AGREEMENT WITH                                          
ASSIGNMENT OF RENTS (this "Deed of Trust"),                                 
made as of November 24, 1997, by and among CIRCUS                           
AND ELDORADO JOINT VENTURE, a Nevada                                        
general partnership, as debtor and trustor ("Trustor"),                     
FIRST AMERICAN TITLE COMPANY OF                                             
NEVADA, a Nevada corporation, as trustee ("Trustee"),                       
and BANK OF AMERICA NATIONAL TRUST AND                                      
SAVINGS ASSOCIATION , in its capacity as                                    
"Administrative Agent" for the "Lenders" under the                          
Credit Agreement (defined below), as beneficiary,                           
assignee and secured party (as defined and described                        
hereinbelow)("Beneficiary").                                                

Trustor and Beneficiary hereby agree that this            
Deed of Trust hereby amends and restates in full that                       
certain Amended and Restated Construction Deed of                           
Trust, Fixture Filing and Security Agreement with                           
Assignment of Rents ("Existing Deed of Trust"), made as                     
of September 9, 1996, by Trustor, as trustor, assignor and                  
debtor, in favor of Trustee, as trustee, for the benefit of                 
Wells Fargo Bank, N.A., as Agent ("Existing                                 
Beneficiary"), as beneficiary, assignee and secured party,                  
recorded October 4, 1996, in Book ______, Page ___, as                      
Document No. 2036418 of the Official Records of                             
Washoe County, Nevada,                                                      

Existing Beneficiary has executed an Assignment           
of Amended and Restated Construction Deed of Trust,                         
Fixture Filing and Security Agreement with Assignment of                    
Rents (the  Assignment ) dated as of even date herewith,                    
in favor of Administrative Agent, pursuant to which                         
Existing Beneficiary has assigned and transfered over to                    
Administrative Agent all of its right, title and interest, as               
Agent under the Existing Credit Agreement, in to and                        
under the Existing Deed of Trust,                                           

The Assignment was recorded in the Official               
Records of Washoe County, Nevada, on _________, 1997                        
in Book _______, Page _______, as Instrument                                
____________.                                                               

W I T N E S S E T H:        

THAT TRUSTOR HEREBY:                                      

Grants, bargains, sells, transfers, conveys and           
assigns the following described real property and related                   
collateral to Trustee, IN TRUST, WITH POWER OF                              
SALE, to have and to hold the same unto Trustee and its                     
successors in interest, for the benefit of and on behalf of                 
Beneficiary, upon the trusts, covenants and agreements                      
herein expressed:                                                           

DESCRIPTION OF REAL PROPERTY        
COLLATERAL                                                                  

All that certain real property, and the interests of      
Trustor therein, situate in the County of Washoe, State of                  
Nevada, that is more particularly described on Part I of                    
that certain exhibit marked Exhibit A, affixed hereto and                   
by this reference incorporated herein and made a part                       
hereof (the "Land");                                                        

Together with all right, title and interest of            
Trustor, now owned or hereafter acquired, in and to any                     
land lying within the right-of-way of any street, open or                   
proposed, adjoining any of the Land and any and all                         
sidewalks, bridges, elevated walkways, tunnels, alleys,                     
strips and gores of land adjacent to, connecting or used in                 
connection with any of the Land, with appurtenances                         
("Adjacent Interests");                                                     

Together with all buildings, structures and all           
other improvements and fixtures that are or may hereafter                   
be erected or placed on or in the Land and all rights and                   
interests of Trustor in and to all buildings, structures and                
other improvements and fixtures that are or may hereafter                   
be erected or placed on or in Adjacent Interests                            
(including, but not limited to, Trustor's rights, title and                 
interests in and to all buildings, structures and other                     
improvements and fixtures that are or may hereafter be                      
erected or placed on or in the easement areas, and leased                   
areas, or any of them, referred to in Part II of Exhibit A)                 
(collectively, the "Improvements"), provided, however,                      
Trustor and Beneficiary acknowledge that the Skyways (as                    
that term is defined in the "Credit Agreement" described                    
below) are owned by entities other than Trustor, and that                   
Trustor's rights, title and interests in and to the Skyways                 
arise from and under (i) rights of reverter for the air                     
rights parcels within which the Skyways are located, as                     
provided in two Grant, Bargain and Sale Deeds executed                      
by Trustor, one in favor of each of the two entities that                   
own the Skyways, and (ii) certain Bridge Easements                          
referred to in Part II of Exhibit A and, while Trustor's                    
rights, title and interests arising from and under such                     
Grant, Bargain and Sale Deeds and such Bridge Easements                     
are hereby bargained, sold, transferred, conveyed and                       
assigned to Trustee, in trust, with power of sale, for the                  
benefit of and on behalf of Beneficiary, the term                           
"Improvements" as used in this Deed of Trust shall not                      
otherwise include the Skyways;                                              

Together with all and singular the tenements,             
hereditaments and appurtenances belonging or in anyway                      
appertaining to any of the Land, Adjacent Interests,                        
Improvements or Skyways (including, but not limited to,                     
the easements and other rights referred to in Part II of                    
Exhibit A) (collectively, the "Appurtenances");                             

Together with all rents, issues, products, earnings,      
revenues, payments, profits, royalties and other proceeds                   
and income of or from any of the foregoing or of or from                    
any of the Leases, as hereinafter defined (collectively, the                
"Rents"), subject, however, in the case of Rents, to the                    
absolute assignment given to Beneficiary in Section 12                      
hereof, to which Section 12 this grant to the Trustee is                    
subject and subordinate;                                                    

Together with all leasehold estate, right, title and      
interest of Trustor in and to all leases, subleases, licenses,              
concessions, franchises and other use or occupancy                          
agreements (excepting, however, agreements made by                          
Trustor in the ordinary course of business for short-term                   
use by members of the public of guest rooms and public                      
rooms, including banquet and meeting facilities, located in                 
the Improvements), and any amendments, modifications,                       
extensions or renewals thereof (collectively, "Leases")                     
covering any of the Land, Adjacent Interests,                               
Improvements, Skyways or Appurtenances, now or                              
hereafter existing or entered into, and all right, title and                
interest of Trustor thereunder, including, without                          
limitation, the right to all security deposits, advance                     
rentals, other deposits, and all payments of similar nature,                
relating thereto;                                                           

Together with all water rights and rights to the use      
of water now or hereafter appurtenant to or used in                         
connection with any of the Land, Adjacent Interests,                        
Improvements or Appurtenances ("Water Rights");                             

Together with any and all other estate, right, title,     
interest, property, possession, claim or demand, in law or                  
in equity, which Trustor now has or may hereafter acquire                   
in or to any of the Land, Adjacent Interests,                               
Improvements, Skyways, Appurtenances, Rents, Leases                         
and Water Rights, or pertaining or appurtenant thereto,                     
and all reversions and remainders thereof, and all                          
tenements, hereditaments and appurtenances thereunto                        
belonging or in any wise appertaining thereto ("Other                       
Interests") (said Land, Adjacent Interests, Improvements,                   
Appurtenances, Rents, Leases, Water Rights and Other                        
Interests may be referred to herein as the "Real                            
Property"); and                                                             

THAT TRUSTOR HEREBY:                                      

Grants a security interest, pursuant to the Nevada        
Uniform Commercial Code -- Secured Transactions, to                         
Beneficiary, on the terms and provisions (by this reference                 
incorporated herein with respect to the security interest                   
herein granted and the rights and obligations of the parties                
with respect to the Personal Property, as hereinafter                       
defined, but for no other purpose) set forth in that certain                
Amended and Restated Security Agreement of even date                        
herewith by and between Trustor, as Grantor and Debtor,                     
and Beneficiary, as Secured Party (the "Security                            
Agreement"), in all of the following described personal                     
property, and the interests of Trustor therein, whether                     
now owned or hereafter acquired (collectively, the                          
"Personal Property"):                                                       

DESCRIPTION OF PERSONAL PROPERTY        
COLLATERAL                                                                  

(c)  All present and future chattels, furniture,          
furnishings, goods, equipment, fixtures and all other                       
tangible personal property, of whatever kind and nature,                    
now or hereafter used in connection with or placed or                       
located in or on any part of the Real Property (including,                  
without limitation, any building or structure that is now or                
that may hereafter be erected on the Real Property, and                     
including any of the foregoing owned by Trustor and                         
placed or located in or on the Skyways), including, but                     
not limited to, machinery, materials, goods and equipment                   
now or hereafter used in the construction or operation of                   
the hotel, casino, restaurant, entertainment and shopping                   
complex constructed and to be constructed on the Real                       
Property or portions thereof (the "Project") (including,                    
without limitation, air conditioning, heating, electrical,                  
lighting, fire fighting and fire prevention, food and                       
beverage service, laundry, plumbing, refrigeration,                         
security, sound, signaling, telephone, television, window                   
washing and other equipment and fixtures, of whatever                       
kind or nature, including generators, transformers,                         
switching gear, boilers, burners, furnaces, piping,                         
sprinklers, sinks, tubs, valves, compressors, motors, carts,                
dumb waiters, elevators and other lifts, floor coverings,                   
hardware, keys, locks, organs, pianos, planters, railings,                  
scales, shelving, signs, tools, machinery, molds, dies,                     
drills, presses, planers, saws, furniture, business fixtures,               
trade fixtures, electric, gas and other motor vehicles,                     
uniforms, vacuum cleaners, hotel furniture, furnishings                     
and equipment, bathroom furniture and furnishings                           
(including towels, bathmats, hamperettes, shower curtains                   
and other bath linens), beds and bedding (including                         
mattresses, springs, pillows, bed pads, sheets, blankets,                   
comforters, spreads and other bed linens and furnishings),                  
bric-a-brac, chairs, chests, vanities, secretaries, bureaus,                
chiffonniers, love seats, benches, costumers, smoking                       
stands, sand jars, desks, dressers, hangings, paintings,                    
pictures, frames, sculptures, lamps, light bulbs, mirrors,                  
night stands, ornaments, radios, stereo equipment, sofas,                   
statuary, tables, telephones, televisions, vases, window                    
coverings, foodstuffs, beverages (including beer, wine,                     
liquor and other alcoholic beverages), and other                            
consumables (including soap, shampoo, cleaning supplies                     
and paper goods), cutlery, cooking, baking and other                        
kitchen utensils and apparatus (including crockery, fryers,                 
grills, kettles, mixers, pots, pans, pails, racks, steamers                 
and toasters), china and other dishes, flatware, glassware,                 
hollowware, serving pieces, trays, table linens, washers,                   
dryers, irons, ironing boards and other ironing equipment,                  
cables, outlets, plugs, wiring and related apparatus and                    
fixtures, card readers, cash registers, adding machines,                    
calculators, computers, keyboards, monitors, printers,                      
printing equipment, envelopes, stationary, posting                          
machines, blank forms, typewriters, typewriter stands,                      
other office and accounting equipment and supplies, time                    
stamps, time recorders, bookkeeping machines, checking                      
machines, payroll machines, computer reservations                           
systems, equipment used in the operation of casinos on the                  
Real Property (including but not limited to, gaming                         
devices and associated equipment (as defined in Nevada                      
Revised Statutes Chapter 463), including but not limited                    
to, slot machines, cards, poker chips and gaming tables)                    
and all other goods, equipment, furnishings, apparatus and                  
fixtures that are now or may hereafter be located at or                     
used at or in connection with the Real Property, and all                    
other tangible personal property used or to be used at or                   
in connection with, or placed or to be placed in, rooms,                    
halls, lounges, offices, lobbies, lavatories, basements,                    
cellars, vaults or other portions of the Project or of any                  
other building or buildings hereafter constructed or erected                
thereon, whether herein enumerated or not, and whether                      
or not contained in any such building, and which are used                   
or to be used or useful in the operation and maintenance                    
thereof, or in any bar, casino, hotel, restaurant, store,                   
health spa, salon or other business conducted thereon,                      
together with all replacements and substitutions for any                    
and all personal property in which Trustor has an interest,                 
including without limitation such goods and equipment as                    
shall from time to time be located, placed, installed or                    
used in or upon, or procured for use, or to be used or                      
useful in connection with the operation of the whole, or                    
any part of, the Project and all parts thereof and all                      
accessions thereto;                                                         

(d)  All present and future goods, including,             
without limitation, all consumer goods, inventory,                          
equipment (excluding, however, any Equipment pledged to                     
secure "Other Permitted Indebtedness" (as such initially                    
capitalized term is defined in the Credit Agreement)                        
incurred to finance the purchase of such Equipment,                         
pursuant to a pledge in form, scope and substance                           
satisfactory to Beneficiary), and other supplies, of                        
whatever kind or nature, and any and all other goods,                       
wherever located, used or to be used in connection with or                  
in the conduct of Trustor's business;                                       

(e)  All present and future inventory and                 
merchandise in all of its forms (including, but not limited                 
to, (i) all goods held by Trustor for sale or lease or to be                
furnished under contracts of service or so leased or                        
furnished, (ii) all raw materials, work in process, finished                
goods, and materials used or consumed in the                                
manufacture, packing, shipping, advertising, selling,                       
leasing, furnishing or production of such inventory or                      
otherwise used or consumed in Trustor's business, (iii) all                 
goods in which Trustor has an interest in mass or a joint                   
or other interest or right of any kind, (iv) all goods that                 
are returned to or repossessed by Trustor, and (v) all                      
packing materials, supplies and containers relating to or                   
used in connection with any of the foregoing, and all                       
accessions thereto and products thereof and all negotiable                  
documents of title (including without limitation warehouse                  
receipts, dock receipts and bills of lading) issued by any                  
person covering any of the foregoing;                                       

(f)  All present and future accounts, accounts            
receivable, rentals, revenues, receipts, payments, and                      
income of any other nature whatsoever derived from or                       
received with respect to hotel rooms, banquet facilities,                   
convention facilities, retail premises, bars, restaurants,                  
casinos and any other facilities on the Real Property and                   
any facilities in the Skyways leased by Trustor,                            
agreements, contracts, leases, contract rights, rights to                   
payment (including, without limitation, rights to payment                   
under the Make-Well Agreement, as that term is defined                      
in the Credit Agreement), instruments, documents, chattel                   
paper, security agreements, guaranties, undertakings,                       
surety bonds, insurance policies, condemnation deposits                     
and awards, notes and drafts, securities, certificates of                   
deposit and the right to receive all payments thereon or in                 
respect thereof (whether principal, interest, fees or                       
otherwise), contract rights (other than rights under                        
contracts or governmental permits that may not be                           
transferred by law), including, without limitation, rights to               
all deposits from tenants and other users of the Project or                 
facilities in the Skyways leased by Trustor, rights under                   
all contracts relating to the construction, renovation or                   
restoration of any of the improvements now or hereafter                     
located on the Real Property or the financing thereof and                   
all rights under payment or performance bonds,                              
warranties, and guaranties, and all rights to payment from                  
any credit/charge card organization or entity such as or                    
similar to, and including, without limitation, the                          
organizations or entities that sponsor and administer,                      
respectively, the American Express Card, the Carte                          
Blanche Card, the Diners Club Card, the Discover Card,                      
the MasterCard and the Visa Card, books of account, and                     
principal, interest and payments due on account of goods                    
sold, services rendered, loans made or credit extended, on                  
or in connection with the Project and all forms of obliga-                  
tions owing to and rights of Trustor or in which Trustor                    
may have any interest, however created or arising;                          

(g)  All present and future general intangibles           
(including but not limited to all governmental permits                      
relating to construction or other activities on the                         
premises), all tax refunds of every kind and nature to                      
which Trustor now or hereafter may become entitled,                         
however arising, all other refunds, and all deposits,                       
goodwill, choses in action, rights to payment or                            
performance, gambling debts or gaming debts owed to                         
Trustor by Trustor's patrons (whether or not evidenced by                   
a note), judgments taken on any rights or claims included                   
in the Property (as hereinafter defined), trade secrets,                    
computer programs, software, customer lists, business                       
names, trademarks, trade names and service marks                            
(including, but not limited to: "Silver Legacy Hotel                        
Casino" and any derivation thereof, including any and all                   
state and federal applications and registrations thereof),                  
patents, patent applications, licenses, copyrights,                         
technology, processes, proprietary information and                          
insurance proceeds;                                                         

(h)  All present and future deposit accounts of           
Trustor, including, without limitation, the Circus and                      
Eldorado Joint Venture Account maintained at the office                     
of Beneficiary, any demand, time, savings, passbook or                      
like account maintained by Trustor with any bank, savings                   
and loan association, credit union or like organization, and                
all money, cash and cash equivalents of Trustor, whether                    
or not deposited in any such deposit account;                               

(i)  All present and future books and records,            
including, without limitation, books of account and ledgers                 
of every kind and nature, ledger cards, computer                            
programs, tapes, disks and other information storage                        
devices, all related data processing software, and all                      
electronically recorded data relating to Trustor or its                     
business or the Project, all receptacles and containers for                 
such records, and all files and correspondence;                             

(j)  All present and future stocks, bonds,                
debentures, securities, subscription rights, options,                       
warrants, puts, calls, certificates, partnership interests,                 
joint venture interests, investments, brokerage accounts                    
and all rights, preferences, privileges, dividends,                         
distributions, redemption payments and liquidation                          
payments received or receivable with respect thereto;                       

(k)  All present and future right, title and              
interest of Trustor in and to all Leases, whether or not                    
specifically herein described, that now or may hereafter                    
pertain to or affect the Real Property or any portion                       
thereof, or the Skyways, and all amendments to the same,                    
including, but not limited to, the following: (i) all                       
payments due and to become due under such Leases,                           
whether as rent, damages, insurance payments,                               
condemnation awards, or otherwise; (ii) all claims, rights,                 
powers, privileges and remedies under such Leases; and                      
(iii) all rights of the Trustor under such Leases to exercise               
any election or option, or to give or receive any notice,                   
consent, waiver or approval, or to accept any surrender of                  
the premises or any part thereof, together with full power                  
and authority in the name of the Trustor, or otherwise, to                  
demand and receive, enforce, collect, and receipt for any                   
or all of the foregoing, to endorse or execute any checks                   
or any instruments or orders, to file any claims, and to                    
take any other action that Beneficiary may deem necessary                   
or advisable in connection therewith;                                       

(l)  All present and future maps, plans,                  
specifications, surveys, studies, reports, data and drawings                
(including, without limitation, architectural, structural,                  
mechanical and engineering plans and specifications,                        
studies, data and drawings) prepared for or relating to the                 
development of the Project and the Skyways or the                           
construction, renovation or restoration of any improve-                     
ments on the Real Property or the extraction of minerals,                   
sand, gravel or other valuable substances from the Real                     
Property, together with all amendments and modifications                    
thereto;                                                                    

(m)  All present and future licenses, permits,            
variances, special permits, franchises, certificates, rulings,              
certifications, validations, exemptions, filings,                           
registrations, authorizations, consents, approvals, waivers,                
orders, rights and agreements (including options, option                    
rights and contract rights), other than those (including                    
non-transferable gaming permits) that may not be                            
transferred by law, now or hereafter obtained by Trustor                    
from any governmental authority having or claiming                          
jurisdiction over the Project, the Real Property or any                     
other element of the Property or the Skyways or providing                   
access thereto, or the operation of any business on, at, or                 
from the Project or the Skyways;                                            

(n)  All present and future accessions,                   
appurtenances, components, repairs, repair parts, spare                     
parts, replacements, substitutions, additions, issue and                    
improvements to or of or with respect to any of the                         
foregoing;                                                                  

(o)  All other fixtures and storage and office            
facilities, and all accessions thereto and products thereof                 
and all water stock relating to the Real Property;                          

(p)  All other tangible and intangible personal           
property of Trustor;                                                        

(q)  All rights, remedies, powers and privileges          
of Trustor with respect to any of the foregoing; and                        

(r)  Any and all proceeds, products, rents,               
income and profits of any of the foregoing, including,                      
without limitation, all money, accounts, general                            
intangibles, deposit accounts, documents, instruments,                      
chattel paper, goods, insurance proceeds (whether or not                    
the Beneficiary is the loss payee), and any other tangible                  
or intangible property received upon the sale or                            
disposition of any of the foregoing (it being agreed, for                   
purposes hereof, that the term "proceeds" includes                          
whatever is receivable or received when any of the                          
Property is sold, collected, exchanged or otherwise                         
disposed of, whether such disposition is voluntary or                       
involuntary).  Notwithstanding anything to the contrary                     
contained herein, Beneficiary acknowledges that it has no                   
security interest in (x) any cash of Trustor described in                   
clauses (e), (f) and (h) above, to the extent such a security               
interest is prohibited by any Gaming Laws (as defined in                    
the Credit Agreement), or (y) any deposit account                           
described in clause (f) above, to the extent such a security                
interest is not permitted by applicable law.                                

(The Real Property, the Personal Property and all         
of the other collateral described above may hereinafter be                  
collectively referred to as the "Property".  The parties                    
intend for this Deed of Trust to create a lien on and                       
security interest in the Property, and, as provided in                      
Section 12 hereof, an absolute assignment of the Rents                      
and the Leases, all in favor of Beneficiary.  To the extent                 
any of the Property, Rents or Leases are not encumbered                     
by a perfected lien or security interest created above, and                 
are not absolutely assigned by the assignment set forth in                  
Section 12, below, it is the intention of the parties that                  
such Property, Rents and/or Leases shall constitute                         
"proceeds, product, offspring, rents or profits" (as defined                
in and for the purposes of Section 552(b) of the United                     
States Bankruptcy Code, as such section may be modified                     
or supplemented) of the Land and Improvements, and/or                       
"fees, charges, accounts, or other payments for the use or                  
occupancy of rooms and other public facilities in . . .                     
lodging properties," as applicable (as such terms are                       
defined in and for the purpose of Section 552(b) of the                     
United States Bankruptcy Code, as such Section may be                       
modified or supplemented).)                                                 

FOR THE PURPOSE OF SECURING:                              

First:  Payment when due, whether at stated               
maturity, by required prepayment, declaration,                              
acceleration, demand or otherwise (including payment of                     
amounts that would become due but for the operation of                      
the automatic stay under Section 362(a) of the Bankruptcy                   
Code, 11 U.S.C. 362(a)), of all obligations and liabilities                 
of every nature of Trustor now or hereafter existing under                  
or arising out of or in connection with that certain                        
Amended and Restated Credit Agreement executed                              
concurrently herewith by Trustor, as Borrower,                              
Beneficiary, as Administrative Agent, and the Lenders                       
listed therein as lenders (the "Lenders"), together with                    
any and all renewals, extensions, amendments,                               
modifications, rearrangements, replacements,                                
restatements, substitutions and addendums thereof or                        
thereto (herein referred to as the "Credit Agreement"), or                  
the promissory notes issued to the Lenders to evidence                      
such obligations and liabilities, together with any and all                 
renewals, extensions, amendments, modifications,                            
rearrangements, replacements, restatements, substitutions                   
and addendums thereof or thereto (herein referred to as                     
the "Notes"), whether for principal in the amount of Two                    
Hundred Thirty Million Dollars ($230,000,000) or such                       
principal amount as may be advanced and remain unpaid                       
or for interest (including, without limitation, interest that,              
but for the filing of a petition in bankruptcy with respect                 
to Trustor, would accrue on such obligations),                              
reimbursement of amounts drawn under Letters of Credit                      
(as defined in the Credit Agreement), fees, expenses, and                   
amounts owing under indemnities or otherwise, whether                       
voluntary or involuntary, direct or indirect, absolute or                   
contingent, liquidated or unliquidated, whether or not                      
jointly owed with others, and whether or not from time to                   
time decreased or extinguished and later increased, created                 
or incurred, and all or any portion of such obligations or                  
liabilities that are paid, to the extent all or any part of                 
such payment is avoided or recovered directly or                            
indirectly from Beneficiary or any such Lender as a                         
preference, fraudulent transfer or otherwise.                               

Second:  Payment and performance of every                 
obligation, covenant, promise and agreement of Trustor                      
herein contained (excepting, however, the obligations of                    
Trustor under Section 5(c) hereof are not secured hereby),                  
or incorporated herein by reference, including any sums                     
paid or advanced by Beneficiary or Trustee pursuant to the                  
terms hereof.                                                               

Third:  Payment of the expenses and costs                 
incurred or paid by Beneficiary in the preservation and                     
enforcement of the rights and remedies of Beneficiary and                   
the duties and liabilities of Trustor hereunder, including,                 
but not by way of limitation, reasonable attorneys' fees,                   
court costs, reasonable witness fees, reasonable expert                     
witness fees, reasonable collection costs, Trustee's fees                   
and costs of a Trustee's Sale Guarantee, and costs and                      
expenses paid by Beneficiary in performing for Trustor's                    
account any obligation of Trustor.                                          

Fourth:  Payment of additional sums and interest          
thereon which may hereafter be loaned to Trustor by the                     
Lenders when evidenced by a promissory note or notes or                     
other agreement between Trustor and the Lenders that                        
recites that this Deed of Trust is security therefor.                       

Fifth:  Performance of every obligation, warranty,        
representation, covenant, agreement and promise of                          
Trustor contained in the Credit Agreement.                                  

The foregoing are described herein as the                 
"Secured Obligations".  All persons who may have or                         
acquire an interest in all or any part of the Property will                 
be considered to have notice of, and will be bound by, the                  
terms of the Secured Obligations and each other                             
agreement or instrument made or entered into in                             
connection with each of the Secured Obligations.  Such                      
terms include any provisions in the Notes or the Credit                     
Agreement which permit borrowing, repayment and                             
reborrowing, or the making of future advances, or which                     
provide that the interest rate on one or more of the                        
Secured Obligations may vary from time to time.                             

It is the intention of Trustor and Beneficiary that       
this Deed of Trust is an "instrument" (as defined in NRS                    
106.330 as amended and recodified from time to time)                        
which secures "future advances" (as defined in NRS                          
106.320 as amended and recodified from time to time) and                    
which is governed by NRS 106.300 through 106.400 as                         
amended and recodified from time to time.  It is the                        
intention of the parties that the Secured Obligations                       
include the obligation of Trustor to repay "future                          
advances" of "principal" (as defined in NRS 106.345 as                      
amended and recodified from time to time) in an amount                      
up to the aggregate amount of the Commitments (which is                     
initially up to $230,000,000.00), and that the lien of this                 
Deed of Trust secures the obligation of Trustor to repay                    
all such "future advances" with the priority set forth in                   
NRS 106.370(1) as amended and recodified from time to                       
time.  Trustor acknowledges and agrees that the obligation                  
of Lenders to make the Loans pursuant to the Credit                         
Agreement, and the obligation of Issuing Bank (as defined                   
in the Credit Agreement) to issue Letters of Credit                         
pursuant to the Credit Agreement and to honor draws                         
thereunder are obligatory in nature and not governed by                     
the provisions of NRS 106.300, et. seq.  Notwithstanding                    
the foregoing, however, in the event that the making of                     
the Loans, the issuance of the Letters of Credit, or the                    
honoring of the draws under the Letters of Credit, are                      
deemed to be optional, then the maximum "principal"                         
amount of such Advances to be secured hereunder is                          
initially $230,000,000.00.                                                  

Sixth: Payment and performance by Trustor of              
each and every obligation of Trustor with respect to                        
interest rate swap agreements, currency swap agreements,                    
and similar hedging arrangements, interest rate swaps,                      
caps and/or collar agreements entered into with any                         
Lender which is party to the Credit Agreement, (each                        
such agreement being referred to herein as an "Interest                     
Rate Agreement"), each covenant, promise and agreement                      
contained in any Interest Rate Agreement, and the costs                     
and expenses of enforcement against Trustor of any                          
Interest Rate Agreements.                                                   

THIS DEED OF TRUST FURTHER                                
WITNESSETH THAT, IN CONNECTION WITH                                         
AND IN FURTHERANCE OF THE FOREGOING                                         
GRANTS, AND THE ENCUMBRANCES, LIENS                                         
AND SECURITY INTERESTS CREATED THEREBY,                                     
TRUSTOR COVENANTS AND AGREES AS                                             
FOLLOWS:                                                                    

11.  Certain Representations and Warranties               
of Trustor.  Trustor represents, warrants and covenants                     
that, except as set forth in the Credit Agreement or as                     
previously disclosed to Beneficiary in a writing making                     
reference to this Section 1:                                                

(a)  Trustor lawfully possesses and holds       
fee simple title to all of the Land and Improvements;           

(b)  Trustor has or will have good title to     
all Property other than the Land and Improvements;              

(c)  Trustor has the full and unlimited         
partnership power, right and authority to encumber the          
Property and assign the Rents;                                  

(d)  This Deed of Trust creates a first         
priority deed of trust lien on the Property, subject only       
to the Permitted Encumbrances (as defined in the Credit         
Agreement);                                                     

(e)  The Property includes all property         
and rights which may be reasonably necessary to                 
promote the present and any reasonable future beneficial        
use and enjoyment of the Land, the Improvements and             
the Project;                                                    

(f)  Trustor owns (or, with respect to any      
Personal Property acquired by Trustor after the date            
hereof, will own) the Personal Property free and clear of       
any security agreements, reservations of title or               
conditional sales contracts and there is no financing           
statement affecting the Personal Property on file in any        
public office other than one filed to perfect the security      
interests herein granted; and                                   

(g)  Trustor's place of business, or its        
chief executive office if it has more than one place of         
business, is located at the address of Trustor specified in     
the Credit Agreement.                                           

12.  Payment of Obligations.  Trustor shall pay           
when due the principal of and interest on the indebtedness                  
evidenced by the Notes; all charges, fees and other sums                    
as provided in the Loan Documents (as defined in the                        
Credit Agreement); the principal of and interest on any                     
future advances secured by this Deed of Trust; and the                      
principal of and interest on any other indebtedness secured                 
by this Deed of Trust.                                                      

13.  Compliance with Laws.  Trustor shall not             
commit, suffer or permit any act to be done, or condition                   
to exist, on, or with respect to, the Property which                        
violates or is prohibited by any law, statute, code, act,                   
ordinance, order, judgment, decree, injunction, rule,                       
regulation, permit, license, authorization or direction of                  
any government or subdivision thereof, whether it be                        
federal, state, county or municipal (collectively, "Legal                   
Requirements"), which is applicable to the Property, or                     
any part thereof, now or at any time hereafter, if such                     
violation or prohibited act or condition could reasonably                   
be expected to have or cause a Material Adverse Effect                      
(as defined in the Credit Agreement).                                       

14.  Maintenance of Property.  Trustor agrees:            
(a) properly to care for and keep said Property in good                     
condition and repair, ordinary wear and tear excepted; (b)                  
not to remove, demolish or substantially alter any building                 
on the Real Property, or permit the removal, demolition                     
or substantial alteration of the Skyways (except as may                     
otherwise be permitted in the Bridge Easements referred                     
to in Part II of Exhibit A), except upon the prior written                  
consent of Beneficiary, provided that neither this clause                   
(b) nor any other provision of this Deed of Trust shall                     
alter, modify, supersede or limit the provisions of the                     
Credit Agreement, or any party's rights and obligations                     
thereunder, relating to the construction of the Project; (c)                
to complete promptly and in a good and workmanlike                          
manner any building or other improvement which may be                       
constructed thereon, to restore promptly in like manner                     
any portion of the Improvements (and to cause the prompt                    
restoration of the Skyways) which may be damaged or                         
destroyed from any cause whatsoever (provided that if,                      
pursuant to Section 7(c) below, Beneficiary is to apply                     
insurance proceeds to the restoration of the Property but                   
fails to do so, such failure shall excuse Trustor's                         
obligation under this clause (c) but only to the extent of                  
the insurance proceeds withheld by Beneficiary) and to                      
pay when due all claims for labor performed and materials                   
furnished therefor (subject to Trustor's right to contest the               
validity or amount of such lien in accordance with Section                  
9 below); (d) to comply (or, with respect to the Skyways,                   
cause the compliance) with all Legal Requirements and                       
covenants, conditions and restrictions (including any                       
which require alteration or improvement thereof) now or                     
hereafter affecting the Property or any part thereof or the                 
Skyways if such noncompliance could reasonably be                           
expected to have or cause a Material Adverse Effect, and                    
with all requirements of insurance companies insuring the                   
Property or any portion thereof or the Skyways and of any                   
bureau or agency which establishes standards of                             
insurability; (e) not to commit or permit any waste or                      
deterioration of the Property or the Skyways; (f) to keep                   
and maintain abutting grounds, sidewalks, roads, parking                    
and landscaped areas in good and neat order and repair;                     
(g) not to apply for, willingly suffer or permit any change                 
in zoning, subdivision, or land use regulations affecting                   
the Property or the Skyways without the prior written                       
consent of Beneficiary, other than any such change that is                  
beneficial to the Property (with the beneficial nature of                   
any such change to be determined in Beneficiary's                           
reasonable judgment); (h) not to drill or extract or enter                  
into any lease for the drilling for or extraction of oil, gas               
or other hydrocarbon substances or any mineral of any                       
kind or character on or from the Property or any part                       
thereof without the prior written consent of Beneficiary;                   
and (i) to do (or, with respect to the Skyways, to cause to                 
be done) all other acts, in a timely and proper manner,                     
which, from the character or use of the Property or the                     
Skyways, may be reasonably necessary to maintain and                        
preserve its value, the specific enumerations herein not                    
excluding the general.  With respect to any matter in this                  
Section 4 requiring Beneficiary's prior consent, Trustor                    
shall submit to Beneficiary a written request for such                      
consent (together with such information and                                 
documentation as appropriate to enable Beneficiary to                       
make an informed decision regarding such request), and                      
Beneficiary will have thirty (30) days after receipt thereof                
in which to review and respond to such request.  If                         
Beneficiary fails to respond to Trustor's request within                    
said thirty (30) day period, Trustor may resubmit its                       
request in writing, stating that Beneficiary failed to                      
respond to the initial request within said thirty (30) day                  
period and, if Beneficiary thereafter fails to respond to                   
such request within five (5) days, Beneficiary shall be                     
deemed to have consented thereto.                                           

15.  Environmental Obligations.                           

(a)  Trustor shall exercise due diligence in order        
to comply with any and all Environmental Laws (as                           
hereinafter defined) regarding the presence or removal of                   
Hazardous Material on or in the Property, shall pay                         
immediately, when due, the costs of removal from the                        
Property and disposal of any Hazardous Material which is                    
required to be removed pursuant to any Environmental                        
Laws and shall keep the Property free of any lien which                     
may arise pursuant to any such Environmental Laws.                          
Trustor shall not, and shall use its best efforts to not                    
permit any person or entity to, release, discharge, or                      
dispose of any Hazardous Material on the Real Property                      
except in compliance with all Environmental Laws and, if                    
the same shall exist, Trustor shall immediately remove or                   
cause to be removed from the Real Property such                             
Hazardous Material to the extent required to be removed                     
pursuant to any Environmental Laws.                                         

(b)  As used herein, the term "Hazardous                  
Material" shall means:  (i) any chemical, material or                       
substance at any time defined as or included in the                         
definition of "hazardous substances", "hazardous                            
materials", hazardous wastes", "extremely hazardous                         
waste", "restricted hazardous waste", "infectious waste",                   
"toxic substances" or any other formulations intended to                    
define, list or classify substances by reason of deleterious                
properties such as ignitability, corrosivity, reactivity,                   
carcinogenicity, toxicity, reproductive toxicity, "TCLP                     
toxicity" or "EP toxicity" or words of similar import                       
under any applicable Environmental Law or publication                       
promulgated pursuant thereto; (ii) any oil, petroleum,                      
petroleum fraction or petroleum derived substance; (iii)                    
any drilling fluid, produced water or other waste                           
associated with the exploration, development or production                  
of crude oil, natural gas or geothermal resources; (iv) any                 
flammable substance or explosive; (v) any radioactive                       
material; (vi) asbestos in any form; (vii) urea                             
formaldehyde foam insulation; (viii) electrical equipment                   
which contains any oil or dielectric fluid containing poly-                 
chlorinated biphenyls; (ix) any pesticide; (x) all hazardous                
substances defined in NRS 40.504 ("NRS" means Nevada                        
Revised Statutes), and (xi) any other chemical, material or                 
substance exposure to which is prohibited, limited or                       
regulated by any Federal, state, local or other                             
governmental authority or which may or could pose a                         
hazard to human health or safety or the environment if                      
released into the workplace or the environment; the term                    
"Environmental Law" means any statute, ordinance,                           
order, rule, regulation, plan, policy, decree, permit,                      
guidance document, or other requirement of any Federal,                     
state, local or other governmental authority relating to:                   
(aa) environmental matters, including, without limitation,                  
those relating to fines, injunctions, penalties, damages,                   
contribution, cost recovery compensation, losses or                         
injuries resulting from the Release or threatened Release                   
of Hazardous Material, (bb) the presence, generation, use,                  
storage, transportation or disposal of Hazardous Material,                  
or (cc) occupational safety and health, industrial hygiene,                 
land use or the protection of human, plant or animal                        
health or welfare, in any manner applicable to any of the                   
Property, including, without limitation, the                                
Comprehensive Environmental Response, Compensation                          
and Liability Act (42 U.S.C.  9601 et seq.), the                            
Hazardous Materials Transportation Act (49 U.S.C.                           
1801 et seq.), the Resource Conservation and Recovery                       
Act (42 U.S.C.  6901 et seq.), the Federal Water                            
Pollution Control Act (33 U.S.C.  1251 et seq.), the                        
Clean Air Act (42 U.S.C.  7401 et seq.), the Federal                        
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.                       
136 et seq.), the Occupational Safety and Health Act (29                    
U.S.C. 651 et seq.) and the Emergency Planning and                          
Community Right-to-Know Act (42 U.S.C.  11001 et                            
seq.), each as amended and supplemented, and any                            
analogous future or present local, state and federal                        
statutes, ordinances and other laws, and rules and                          
regulations promulgated pursuant thereto, each as in effect                 
as of the date of determination; and the term "Release"                     
means any release, spill, emission, leaking, pumping,                       
pouring, injection, escaping, deposit, disposal, dispersal,                 
dumping, leaching or migration of Hazardous Material                        
into the indoor or outdoor environment (including, without                  
limitation, the abandonment or disposal of any barrels,                     
containers or other closed receptacles containing any                       
Hazardous Material), or into or out of any of the                           
Property, including the movement of any Hazardous                           
Material through the air, soil, surface, water, groundwater                 
or property.                                                                

(c)  Trustor hereby agrees to indemnify, hold             
harmless and defend (by counsel of Beneficiary's choice)                    
Beneficiary, its directors, officers, employees, agents,                    
successors and assigns from and against any and all                         
claims, losses, damages, demands, liabilities, fines,                       
penalties, assessments, charges, administrative and judicial                
proceedings and orders, judgments, remedial action                          
requirements, enforcement actions of any kind, and all                      
costs and expenses incurred in connection therewith                         
(including but not limited to reasonable attorneys' and                     
consultants' fees and expenses), arising directly or                        
indirectly, in whole or in part, out of (i) the presence on                 
or under the Property (including, but not limited to, the                   
surrounding streets and sidewalks) of any Hazardous                         
Material (including, without limitation, the existence in                   
the aquifer underlying the Property and other portions of                   
Reno, Nevada, or in soils affecting that aquifer, of PCE                    
(tetrachloroethylene) and hydrocarbons, or either of them                   
on or prior to the "Transfer Date" (as such term is defined                 
in the "Environmental Indemnity" described in Section 45                    
below), or any Release of any Hazardous Material on,                        
under or from the Property on or prior to the Transfer                      
Date, or (b) any activity carried on or undertaken on or                    
off the Property on or prior to the Transfer Date, whether                  
by Trustor or any employees, agents, contractors or                         
subcontractors of Trustor or any third persons occupying                    
or present on the Property, in connection with the use,                     
holding, handling, treatment, removal, storage,                             
decontamination, cleanup, transport, Release, generation,                   
processing or abatement of any Hazardous Material                           
located or present in, on or under the Property (including,                 
but not limited to, the surrounding streets and sidewalks).                 
The foregoing indemnity shall further apply to any                          
residual contamination in, on or under the Property                         
(including, but not limited to, the surrounding streets and                 
sidewalks), or affecting any natural resources, and to any                  
contamination of any property or natural resources arising                  
in connection with the generation, use, holding, handling,                  
treatment, removal, decontamination, cleanup, storage,                      
transport, Release, processing or abatement of any such                     
Hazardous Material on or prior to the Transfer Date, and                    
irrespective of whether any of such activities are                          
undertaken in accordance with applicable Environmental                      
Laws, but shall not include, with respect to any particular                 
indemnitee and loss, that portion, if any, of that loss                     
which was caused by the gross negligence or wilful                          
misconduct of that indemnitee.  Trustor hereby                              
acknowledges and agrees that, notwithstanding any other                     
provision of this Deed of Trust to the contrary, the                        
obligations of Trustor under this Section 5(c) shall be                     
unlimited personal obligations of Trustor, shall not be                     
secured by this Deed of Trust and shall survive any                         
foreclosure under this Deed of Trust, any transfer in lieu                  
thereof, and any satisfaction of the Secured Obligations.                   

16.  Insurance.                                           

(a)  Types and Amounts Required.  During                  
the continuance of this Trust, Trustor shall at all times                   
provide, maintain and keep in force, at no expense to                       
Trustee or Beneficiary, for the benefit of Trustor and                      
Beneficiary, as their respective interests may appear, the                  
following policies of insurance:                                            

(i)     During the course of any                
construction or repair of Improvements on the                       
Property, (x) builder's completed value risk                        
insurance against "all risks of physical loss"                      
(including fire and extended coverage, and                          
endorsements extending coverage for vandalism                       
and malicious mischief, collapse and property in                    
transit, offsite storage, delay of opening (business                
interruption), demolition and debris removal,                       
flood, and, if reasonably available, earthquake), in                
non-reporting form, covering 100% of the                            
anticipated construction cost, including "soft                      
costs," with not more than $250,000 deductible                      
from the loss payable for any casualty and no more                  
than fourteen (14) days for delay of opening; said                  
policy to contain a "permission to occupy upon                      
completion of work or occupancy" endorsement                        
and waiver of subrogation endorsement acceptable                    
to Beneficiary, and replacement cost coverage in                    
an agreed amount, and (y) an "owner/contractor                      
protective liability" policy, providing separate                    
liability coverage for Trustor and Beneficiary, with                
a limit of not less than $10,000,000;                               

(ii)    Insurance against loss or damage        
to the Improvements and Personal Property by fire                   
and any of the other risks covered by insurance of                  
the type now known as "all risks of physical loss"                  
(including flood, and, if reasonably available,                     
earthquake coverage) in an amount not less than                     
100% of the then replacement cost of the                            
Improvements and Personal Property (exclusive of                    
the cost of excavations, pilings, foundations,                      
footings and other underground improvements                         
lying below the lowest basement level) without                      
deduction for physical depreciation; with an                        
Agreed Amount endorsement (waiving co-                              
insurance), a Replacement Cost Valuation                            
endorsement, a waiver of subrogation                                
endorsement, coverage for the cost of removing                      
damaged property, and, if Beneficiary shall so                      
require, coverage for demolition and increased cost                 
of construction occasioned by operation of any law                  
or ordinance regulating the construction, use or                    
repair of the Improvements; and with not more                       
than $250,000 deductible per occurrence and                         
$1,000,000 for the perils of flood and earthquake,                  
if a sub-deductible applies (and Trustor shall cause                
similar casualty insurance to be carried by the                     
owners of the Skyways in accordance with the                        
provisions of the Bridge Easements referred to in                   
Part II of Exhibit A);                                              

(iii)   Mechanical breakdown insurance          
(also known as "boiler and machinery" insurance)                    
covering pressure vessels, air tanks, boilers,                      
machinery, pressure piping, heating, air                            
conditioning and elevator equipment and escalator                   
equipment, if the Improvements contain equipment                    
of such nature, and insurance against loss of                       
occupancy or use arising from any such                              
breakdown, written on a comprehensive form with                     
a combined direct and indirect limit of                             
$50,000,000; the policy shall include an Agreed                     
Amount endorsement (waiving co-insurance), a                        
Replacement Cost Valuation endorsement, and                         
coverage for increased cost of construction                         
occasioned by operation of any law or ordinance                     
regulating the construction, use or repair of the                   
Improvements; the policy may contain deductibles                    
of no greater than $250,000 for direct damage and                   
forty-eight (48) hours for indirect loss;                           

(iv)    Comprehensive general liability         
insurance (1973 Form), written on an "occurrence                    
basis," against claims for death, bodily injury,                    
personal injury and property damage occurring in,                   
on or about the Real Property or the adjoining                      
streets, sidewalks and passageways (including,                      
without limitation, the Skyways), or arising from                   
or connected with the use, conduct or operation of                  
Trustor's business or interest (including, without                  
limitation, products liability coverage; blanket                    
contractual liability coverage, including both oral                 
and written contracts; broad form property damage                   
coverage; coverage against liability for injury or                  
property damage arising out of the use, by or on                    
behalf of the Trustor or any other person or                        
organization, of any owned, non-owned, leased or                    
hired automotive equipment in the conduct of any                    
and all operations of Trustor; coverage for "liquor                 
legal liability," "innkeepers legal liability," "safe               
deposit legal liability," and "employee benefits                    
legal liability;" coverage for all professional                     
liability exposures associated with the operation of                
the health spa; coverage for those hazards                          
commonly known in the insurance industry as                         
explosion, collapse and underground property                        
damage; and owners' and contractors' protective                     
coverage), such insurance to afford combined                        
single limit protection of not less than $1,000,000                 
per occurrence; if such policy contains a self-                     
insured retention, (A) such self-insured retention                  
shall be no greater than $100,000 per occurrence,                   
with an aggregate of $1,500,000 for all losses                      
(including expenses) within the self-insured                        
retention, and (B) Trustor shall be solely                          
responsible for the payment of all amounts due                      
within said self-insured retention, and the                         
indemnification provisions contained in this Deed                   
of Trust shall include all liability associated with                
said self-insured retention;                                        

(v)     Comprehensive business                  
automobile liability insurance, written under                       
Coverage Symbol "1,"  covering all owned, non-                      
owned and hired or borrowed vehicles of Trustor                     
used in connection with any of the construction,                    
maintenance and operation of the Improvements,                      
naming Trustor as the named insured and covering                    
Beneficiary as additional insured, insuring against                 
liability for bodily injury and death and/or for                    
property damage in an amount not less than                          
$1,000,000 combined single limit per accident; (if                  
the policy contains a self-insured retention, (A)                   
such self-insured retention shall be no greater than                
$100,000 per occurrence, with an aggregate limit                    
of $1,500,000 for all losses (including expenses)                   
within the self-insured retention, and (B) Trustor                  
shall be solely responsible for the payment of all                  
amounts due within said self-insured retention, and                 
the indemnification provisions contained in this                    
Deed of Trust shall include all liability associated                
with said self-insured retention); in addition to said              
automobile liability insurance, Trustor must                        
provide, maintain and keep in effect (x) garage                     
liability insurance, providing $1,000,000 combined                  
single limit for bodily injury and property damage                  
for the parking garage operation, and (y)                           
garagekeepers legal liability insurance, providing                  
$1,000,000 limit for comprehensive and collision                    
coverages for physical damage to vehicles in                        
Trustor's care, custody and control, with a                         
deductible no greater than $2,500 for each                          
automobile and $25,000 for each loss;                               

(vi)    A standard Worker's                     
Compensation policy covering the State of Nevada                    
and Employer's Liability coverage subject to a                      
limit of no less than $500,000 for each employee,                   
$500,000 for each accident, and a $500,000 policy                   
limit, which policy shall include endorsements for                  
Voluntary Compensation and Employer's Liability                     
Coverage and Stop Gap Liability; if Trustor elects                  
to self-insure Worker's Compensation coverage in                    
the State of Nevada, Beneficiary must be furnished                  
with a copy of the certificate from the state                       
permitting self insurance and evidence of a stop                    
loss Excess Worker's Compensation policy with a                     
specific retention of no greater than $300,000.                     

(vii)   An Umbrella Liability policy            
with a limit of no less than $75,000,000 providing                  
excess coverage over all limits and coverages set                   
forth in paragraphs (iv), (v) and (vi) above, which                 
limits can be obtained by a combination of Primary                  
and Excess Umbrella policies, provided that all                     
layers follow form with the underlying policies set                 
forth in paragraphs (iv), (v) and (vi) and are                      
written on an "occurrence form;"                                    

(viii)  Business interruption                   
insurance/extra expense and loss of "rental value"                  
insurance, including coverage for off-premises                      
power losses and an extended period of indemnity                    
endorsement for at least 180 days, in an amount                     
representing not less than 100% percent of the                      
annual net profit plus continuing expenses                          
(including debt service) for the Project, as such net               
profit and continuing expenses are reasonably                       
projected by Trustor and consented to by                            
Beneficiary (or, in the absence of such a                           
projection, as reasonably projected by Beneficiary),                
with a deductible of no greater than seventy-two                    
(72) hours, or $250,000 if a separate deductible                    
applies ($1,000,000 for the perils of flood and                     
earthquake);                                                        

(ix)    If the Property is located in an        
area identified by the Secretary of Housing and                     
Urban Development as a flood hazard area and in                     
which flood insurance has been made available                       
under the National Flood Insurance Act of 1968,                     
flood insurance covering the Improvements, in an                    
amount, available under the Act, satisfactory to                    
Beneficiary;                                                        

(x)     A comprehensive crime policy,           
including the following coverages: (A) Employee                     
Dishonesty: $5,000,000; (B) Money & Securities                      
(inside): $2,000,000; (C) Money & Securities                        
(outside): $2,000,000; (D) Depositors Forgery:                      
$2,500,000; and (E) Computer Fraud: $2,500,000;                     
such policy shall be amended so that the term                       
"money" is defined therein to include "chips," the                  
policy may contain deductibles of no more than                      
$500,000 for Employee Dishonesty and $250,000                       
for all other agreements listed above; and                          

(xi)    Such other insurance and in such        
amounts, and such additional amounts of the                         
foregoing insurance, as may reasonably be                           
required by Beneficiary, from time to time, due                     
consideration being given to standard practices in                  
the industry and to the risks involved in Trustor's                 
business, operations or interest.                                   

(b)    Uniform Policy Requirements.  All                      
policies of insurance required by the terms of this Deed of                 
Trust:                                                                      

(i)     shall be issued by insurance            
companies licensed and admitted to do business in                   
the State of Nevada, and rated no lower than                        
A:XII in the most recent edition of A.M. Best's                     
and AA in the most recent edition of Standard &                     
Poor's, and in such form and amounts as are                         
reasonably satisfactory to Beneficiary from time to                 
time;                                                               

(ii)    shall contain an endorsement or         
agreement by the insurer that any loss shall be                     
payable in accordance with the terms of such                        
policy notwithstanding any act, failure to act,                     
negligence or breach of representation or warranty                  
of Trustor, or of any party holding under Trustor,                  
which might otherwise result in forfeiture of said                  
insurance;                                                          

(iii)   shall contain a waiver by the           
insurer of all rights of setoff, counterclaim and                   
deduction against Trustor;                                          

(iv)    shall contain a waiver of               
subrogation by the insurer in favor of Beneficiary                  
and a clause providing that the policy is primary                   
and that any other insurance of Beneficiary with                    
respect to the matters covered by such policy shall                 
be excess and non-contributing;                                     

(v)     shall, in the case of policies          
affording liability insurance coverage, name                        
Beneficiary (and Beneficiary's officers, directors,                 
employees, agents and representatives) as                           
additional insured by an endorsement satisfactory                   
to Beneficiary and contain cross-liability and                      
severability of interest clauses satisfactory to                    
Beneficiary, and, in the case of other policies,                    
shall name Beneficiary as a loss payee and have                     
attached thereto a lender's loss payable                            
endorsement, for the benefit of Beneficiary, in                     
form satisfactory to Beneficiary (Form 438 BFU,                     
unless otherwise specified by Beneficiary); and                     

(vi)   shall contain a provision that,        
notwithstanding any contrary agreement between                      
Trustor and insurance company, such policies will                   
not be canceled, fail to be renewed or materially                   
amended (which term shall include any reduction                     
in the type, scope or limits of coverage) without at                
least thirty (30) days prior written notice to                      
Beneficiary.                                                        

(c)  Blanket and Umbrella Policies.  If                       
Beneficiary consents, Trustor may provide any of the                        
required insurance through an umbrella policy or policies                   
or through blanket policies carried by Trustor and                          
covering more than one location, or by policies procured                    
by a tenant or other party holding under Trustor;                           
provided, however, that the amount of the total insurance                   
allocated to the Real Property and available with respect                   
to occurrences required to be insured against shall be such                 
as to furnish protection the equivalent of separate policies                
in the amounts herein required, and provided further, that,                 
in all other respects, any such policy or policies shall                    
comply with all of the other provisions of this Deed of                     
Trust.                                                                      

(d)  Evidence of Insurance.  At                               
Beneficiary's option, Trustor shall furnish Beneficiary                     
with an original of all policies of insurance required under                
this Section or with a certificate of insurance for each                    
required policy setting forth the coverage, the limits of                   
liability, the deductibles, if any, the name of the carrier,                
the policy number, and the period of coverage, which                        
certificates shall be executed by authorized officials of the               
companies issuing such insurance, or by agents or                           
attorneys-in-fact authorized to issue said certificates (in                 
which event each such certificate shall be accompanied by                   
a notarized affidavit, agency agreement or power of                         
attorney evidencing the authority of the signatory to issue                 
such certificate on behalf of the insurer named therein).                   
Trustor shall furnish to Beneficiary annually, within ten                   
days after the date hereof, or more often if Beneficiary                    
shall reasonably request, a certificate of Trustor specifying               
all insurance policies with respect to the Property and all                 
other policies required hereby then outstanding and in                      
force, and stating whether or not such insurance complies                   
with the requirements of this Section and, if it does not,                  
the manner in which it does not comply.  At least ten (10)                  
days prior to the expiration of each required policy,                       
Trustor shall deliver to Beneficiary evidence satisfactory                  
to Beneficiary of the payment of premium and the renewal                    
or replacement of such policy continuing insurance in                       
force as required by this Deed of Trust.                                    

(e)  Procurement by Beneficiary.  If                          
Trustor fails to provide, maintain, keep in force or deliver                
to Beneficiary the policies of insurance required by this                   
Deed of Trust, Beneficiary may (but shall have no                           
obligation to) procure such insurance, or single interest                   
insurance for such risks covering Beneficiary's interests,                  
and Trustor will pay all premiums therefor promptly upon                    
demand by Beneficiary; and until such payment is made                       
by Trustor, the amount of all such premiums, together                       
with interest thereon at an annual rate equal to the rate                   
specified in Section 2.2 E. (Post-Maturity Interest) of the                 
Credit Agreement (or if such provision is hereafter                         
replaced or renumbered, the equivalent section) (the                        
"Agreed Rate"), shall be secured by this Deed of Trust.                     

(f)  Reserve Fund.  Upon request by                           
Beneficiary following an Event of Default (as defined in                    
Section 23 hereof) relating to the payment of money, or                     
following and during the continuance of any other Event                     
of Default, Trustor shall pay to Beneficiary an initial cash                
reserve in an amount adequate to pay all insurance                          
premiums due within the next succeeding twelve calendar                     
months on all policies of insurance required by this Deed                   
of Trust (or such lesser amount as may then be specified                    
by Beneficiary), and shall thereafter deposit with                          
Beneficiary each month, commencing with the first month                     
after such request by Beneficiary and continuing until all                  
sums secured hereby are paid in full or Beneficiary                         
notifies Trustor to cease making such deposits, an amount                   
equal to one-twelfth of the aggregate annual insurance                      
premiums on all policies of insurance required by this                      
Deed of Trust, as reasonably estimated by Beneficiary.  In                  
such event Trustor further agrees to cause all bills,                       
statements or other documents relating to the foregoing                     
insurance premiums to be sent or mailed directly to                         
Beneficiary.  Upon receipt of such bills, statements or                     
other documents evidencing that a premium for a required                    
policy is then payable, and providing Trustor has                           
deposited sufficient funds with Beneficiary pursuant to this                
Section, Beneficiary shall pay such amounts as may be                       
due thereunder out of the funds so deposited with                           
Beneficiary.  If at any time and for any reason the funds                   
deposited with Beneficiary are or will be insufficient to                   
pay such amounts as may be then or subsequently due,                        
Beneficiary may notify Trustor and Trustor shall                            
immediately deposit an amount equal to such deficiency                      
with Beneficiary.  Notwithstanding the foregoing, nothing                   
contained herein shall cause Beneficiary to be deemed a                     
trustee of said funds or to be obligated to pay any amounts                 
in excess of the amount of funds deposited with                             
Beneficiary pursuant to this Section, nor shall anything                    
contained herein modify the obligation of Trustor to                        
maintain and keep in force at all times such insurance as                   
is required by this Deed of Trust. Beneficiary may                          
commingle said reserve with its own funds and Trustor                       
shall be entitled to no interest thereon.                                   

(g)  Replacement Cost.  Whenever                              
Beneficiary requires insurance with full replacement cost                   
protection, such full replacement cost shall be determined                  
annually (except in the event of substantial changes,                       
alterations or additions to the Improvements or in the                      
event of new construction undertaken by the Trustor, in                     
which event such full replacement cost shall be determined                  
from time to time as required to assure full replacement                    
cost coverage).  Such determination of full replacement                     
cost shall be made by written agreement of the insurance                    
carrier and Trustor, subject to the reasonable approval of                  
Beneficiary.  If they cannot agree or the value shall not be                
approved by Beneficiary within thirty (30) days after such                  
request, such full replacement cost shall be determined by                  
an appraiser, architect or contractor who shall be                          
reasonably acceptable to Beneficiary.  No omission on the                   
part of Beneficiary to request any such determination shall                 
relieve Trustor of its obligations hereunder, and any such                  
determination to the contrary notwithstanding, Beneficiary                  
may require Trustor to obtain additional insurance as                       
provided in this Section.                                                   

(h)  Separate Insurance.  Trustor shall not                   
take out separate insurance concurrent in form or                           
contributing in the event of loss with that required by this                
Section to be furnished by Trustor unless Beneficiary is a                  
named insured therein, with loss payable as provided                        
herein.  Trustor shall immediately notify Beneficiary of                    
the taking out of any such separate insurance and shall                     
cause the original policies in respect thereof or certificates              
therefor to be delivered to Beneficiary.                                    

(i)                                                           
Compliance with Insurance Requirements. Trustor shall                       
observe and comply with the requirements of all policies                    
of insurance required to be maintained in accordance with                   
this Deed of Trust and shall cause the requirements of the                  
companies writing such policies to be so performed and                      
satisfied that at all times companies of good standing                      
satisfactory to Beneficiary shall be willing to write and to                
continue such insurance.  Notwithstanding any approval,                     
disapproval, acceptance or acquiescence by Beneficiary                      
with respect to such insurance, or Beneficiary's obtaining                  
or failure to obtain any insurance, Beneficiary shall incur                 
no liability as to the form or legal sufficiency of insurance               
contracts, the solvency of any insurer or the payment of                    
any loss, and Trustor hereby expressly assumes full                         
responsibility therefor.                                                    

(j)                                                           
Assignment of Policies upon Foreclosure.  In the event                      
of foreclosure of this Deed of Trust or other transfer of                   
title or assignment of any of the Property in                               
extinguishment, in whole or in part, of the debt secured                    
hereby, all right, title and interest of Trustor in and to all              
policies of insurance required by this Section with respect                 
to such Property and any unearned premiums paid thereon                     
shall, without further act, be assigned to and shall inure to               
the benefit of and pass to the successor in interest to                     
Trustor or the purchaser or grantee of the Property, and                    
Trustor hereby appoints Beneficiary its lawful attorney-in-                 
fact to execute an assignment thereof and any other                         
document necessary to effect such transfer.                                 

(k)  Waiver of Subrogation.  Trustor                          
waives any and all right to claim or recover against                        
Beneficiary, its directors, officers, employees, agents and                 
representatives, for loss of or damage to Trustor, the                      
Property, any other property of Trustor, or  any property                   
of others under Trustor's control, from any cause insured                   
against or required to be insured against by the provisions                 
of this Deed of Trust.                                                      

(l)  Requirements Supplemental.  The                          
requirements of this Deed of Trust with respect to                          
insurance and maintenance of the Property shall be                          
supplemental to and not exclusive of the requirements of                    
the Credit Agreement and the Security Agreement relating                    
thereto.                                                                    

17.  Casualties; Insurance Proceeds.                          

(a)  Notice of Casualties.  Trustor shall                     
give prompt written notice thereof to Beneficiary after the                 
happening of any material casualty to or in connection                      
with the Property or any part thereof, whether or not such                  
casualty is covered by insurance.                                           

(b)  Payment of Proceeds.  Prior to any                       
Event of Default, proceeds of insurance in an amount not                    
greater than $1,000,000 payable in connection with any                      
casualty affecting all or any portion of the Property shall                 
be payable to Trustor.  Proceeds in any greater amount                      
and, after an Event of Default, all proceeds, payable in                    
connection with any casualty affecting all or any portion                   
of the Property shall be payable to Beneficiary.  Trustor                   
hereby authorizes and directs any affected insurance                        
company to make payment of such proceeds directly to                        
Beneficiary.  If Trustor receives any proceeds of insurance                 
resulting from a casualty which, pursuant to this Deed of                   
Trust, are to be paid to Beneficiary, Trustor shall                         
promptly pay over such proceeds to Beneficiary.  Trustor                    
shall not settle, adjust or compromise any claims for loss,                 
damage or destruction of the Property or any part thereof                   
under any policy or policies of insurance in connection                     
with a loss in an amount of $1,000,000 or more without                      
the prior written consent of Beneficiary to such settlement,                
adjustment or compromise; and, after an Event of Default                    
hereunder, Beneficiary shall have the sole and exclusive                    
right, and Trustor hereby authorizes and empowers                           
Beneficiary, to settle, adjust or compromise any such                       
claims.                                                                     

(c)  Use in Restoration.  In the event of                     
any damage to or destruction of the Property, and                           
provided that (i) at the time of such damage or destruction                 
or thereafter, an Event of Default does not exist                           
hereunder, and (ii) application of insurance proceeds to                    
restoration of the Property will not, in Beneficiary's sole                 
judgment, materially impair Beneficiary's security for the                  
obligations secured hereby, insurance proceeds payable in                   
connection with such damage or destruction shall be                         
applied, first, toward reimbursement of all of                              
Beneficiary's reasonable costs and expenses of recovering                   
the proceeds, including reasonable attorneys' fees; then, to                
payment of all sums advanced by Beneficiary to protect                      
the Property or the security of the Secured Obligations;                    
then, to payment of installments of principal and interest                  
then due and payable under the Notes; then, to restoration                  
of the Property, upon conditions which are substantially                    
similar to the disbursement provisions and conditions set                   
forth in the Credit Agreement, and all other conditions                     
and provisions established by Beneficiary which are                         
similar to conditions and provisions then used by                           
Beneficiary for disbursements of a construction loan                        
(including, without limitation: delivery to Beneficiary by                  
Trustor of detailed plans and specifications providing for                  
restoration in accordance with all applicable Legal                         
Requirements of all governmental authorities having                         
jurisdiction over the Project, together with a detailed                     
estimate of the cost of the work and schedule therefor and                  
a construction contract satisfactory to Beneficiary, with a                 
contractor satisfactory to Beneficiary, for performance of                  
the work within the budgeted amount, and within the                         
scheduled time for completion; proof that the insurance                     
required hereby is in force; proof that an amount equal to                  
the sum which Beneficiary is requested to disburse has                      
theretofore been paid by Trustor, or is then due and                        
payable, for materials theretofore installed or work                        
theretofore performed upon the Property and properly                        
includable in the cost of repair, reconstruction or                         
restoration thereof; proof that, after repair or                            
reconstruction, the Property will be at least as valuable as                
it was immediately before the damage or condemnation                        
occurred; and proof that the insurance proceeds available                   
for repair or restoration are sufficient, in Beneficiary's                  
determination, to pay for the total cost of repair or recon-                
struction, including all associated development costs and                   
interest projected to be payable on the Secured Obligations                 
until the repair or reconstruction is complete, or Trustor                  
must provide its own funds in an amount equal to the                        
difference between the proceeds available for repair or                     
restoration and a reasonable estimate, made by Trustor                      
and found acceptable by Beneficiary, of the total cost of                   
repair or reconstruction); and, upon completion of the                      
work of restoration and payment of the cost thereof, any                    
balance of such proceeds shall be applied to the                            
indebtedness secured hereby, in such order as Beneficiary,                  
in its sole discretion, shall determine; and, if any then                   
remains, it shall be paid over to Trustor.                                  

(d)  Application by Beneficiary.  If (i) at                   
the time of such damage or destruction or thereafter, an                    
Event of Default exists hereunder, or (ii) application of                   
insurance proceeds to restoration will, in Beneficiary's                    
sole judgment, materially impair Beneficiary's security for                 
the obligations secured hereby, Beneficiary shall have the                  
option, in its sole and absolute discretion, (1) to apply all               
or any portion of such proceeds to any indebtedness or                      
other obligation secured hereby and in such order as                        
Beneficiary may determine, notwithstanding that said                        
indebtedness or the performance of said obligation may                      
not be due according to the terms thereof, or (2) to apply                  
all or any portion of such proceeds to the restoration of                   
the Property, subject to such conditions as Beneficiary                     
shall determine, or (3) to deliver all or any portion such                  
proceeds to Trustor, subject to such conditions as                          
Beneficiary may determine.                                                  

(e)  Duty to Restore.  Nothing in this Deed                   
of Trust shall be deemed to excuse Trustor from restoring,                  
repairing and maintaining the Property, as herein provided                  
(other than Beneficiary's failure to apply insurance                        
proceeds to the restoration of the Property as and to the                   
extent required by Section 7(c) above, which failure shall                  
excuse Trustor only to the extent of the insurance                          
proceeds so withheld by Beneficiary), regardless of                         
whether or not insurance proceeds are available for                         
restoration, whether or not any such proceeds are                           
sufficient in amount, or whether or not the Property can                    
be restored to the same condition and character as existed                  
prior to such damage or destruction.                                        

18.  Taxes and Impositions.                                   

(a)  Payment by Trustor.  Subject to the                      
provisions of Section 8(d) below, Trustor shall pay, or                     
cause to be paid, at least ten (10) days prior to                           
delinquency, all real property taxes and assessments,                       
general and special, and all other taxes and assessments of                 
any kind or nature whatsoever, including, without                           
limitation, non-governmental levies or assessments such as                  
maintenance charges, owner association dues or charges                      
or fees, levies or charges resulting from covenants,                        
conditions or restrictions affecting the Property or the                    
Skyways, which are assessed or imposed upon the                             
Property or the Skyways, or become due and payable, and                     
which create, may create or appear to create a lien upon                    
the Property, or any part thereof, or the Skyways, or upon                  
any personal property, equipment or other facility used in                  
the operation or maintenance thereof (all of which taxes,                   
assessments and charges, together with any and all other                    
taxes, and charges of a similar kind or nature are                          
collectively referred to hereinafter as "Impositions");                     
provided, however, that if, by law, any such Imposition is                  
payable, or may at the option of the taxpayer be paid, in                   
installments, Trustor may pay the same or cause it to be                    
paid, together with any accrued interest on the unpaid                      
balance of such Imposition, in installments as the same                     
become due and before any fine, penalty, interest or cost                   
may be added thereto for the nonpayment of any such                         
installment and interest.                                                   

(b)  New Impositions.  If at any time after                   
the date hereof there shall be assessed or imposed (i) a tax                
or assessment on the Property in lieu of or in addition to                  
the Impositions payable by Trustor pursuant to Subsection                   
(a) of this Section, or (ii) a license fee, tax or assessment               
imposed on Beneficiary and measured by or based in                          
whole or in part upon the amount of the Notes or other                      
obligations secured hereby, then all such taxes,                            
assessments or fees shall be deemed to be included within                   
the term "Impositions" as defined in Subsection (a) of this                 
Section, and Trustor shall pay and discharge the same as                    
herein provided with respect to the payment of                              
Impositions, if Trustor is permitted by law to pay the                      
same.  If Trustor is prohibited by law from paying such                     
Impositions, then, at the option of Beneficiary, all                        
obligations secured hereby, together with all accrued                       
interest thereon, shall immediately become due and                          
payable.  Anything to the contrary herein notwithstanding,                  
Trustor shall have no obligation to pay any franchise,                      
estate, inheritance, income, excess profits or similar tax                  
levied on Beneficiary or on the obligations secured                         
hereby.                                                                     

(c)  Proof of Payment.  Subject to the                        
provisions of Subsection (d) of this Section, Trustor shall                 
deliver to Beneficiary, within seven (7) days after the date                
upon which any Imposition is due and payable by Trustor                     
in accordance with this Deed of Trust, official receipts of                 
the appropriate taxing authority, or other proof                            
satisfactory to Beneficiary, evidencing the payment                         
thereof.                                                                    

(d)  Contest of Assessments.  Trustor shall                   
have the right before any delinquency occurs to contest or                  
object to the amount or validity or amount of any such                      
Imposition by appropriate legal proceedings, but this shall                 
not be deemed or construed in any way as relieving,                         
modifying or extending Trustor's covenant to pay any                        
such Imposition at the time and in the manner provided in                   
this Section unless Trustor has given prior written notice                  
to Beneficiary of Trustor's intent so to contest or object to               
an Imposition, and unless, at Beneficiary's sole option,                    
(i) Trustor shall demonstrate to Beneficiary's satisfaction                 
that the legal proceedings shall conclusively operate to                    
prevent the sale of the Property, or any part thereof, to                   
satisfy such Imposition prior to final determination of such                
proceedings; or (ii) Trustor shall furnish a good and                       
sufficient bond or surety as requested by and satisfactory                  
to Beneficiary; or (iii) Trustor shall demonstrate to                       
Beneficiary's satisfaction that Trustor has provided a good                 
and sufficient undertaking as required or permitted by law                  
to accomplish a stay of any such sale.                                      

(e)  Reserve Fund.  Upon request by                           
Beneficiary following an Event of Default relating to the                   
payment of money, or following and during the                               
continuance of any other Event of Default, Trustor shall                    
pay to Beneficiary an initial cash reserve in an amount                     
adequate to pay all Impositions for the ensuing tax fiscal                  
year (or such lesser amount as may then be specified by                     
Beneficiary), and shall thereafter deposit with Beneficiary                 
each month, commencing with the first month after such                      
request by Beneficiary and continuing until all sums                        
secured hereby are paid in full or Beneficiary gives notice                 
to Trustor to cease making such deposits, an amount equal                   
to one-twelfth of the sum of the annual Impositions, as                     
reasonably estimated by Beneficiary.  In such event,                        
Trustor further agrees to cause all bills, statements or                    
other documents relating to Impositions to be sent or                       
mailed directly to Beneficiary.  Upon receipt of such bills,                
statements or other documents evidencing that Impositions                   
are then payable, and providing Trustor has deposited                       
sufficient funds with Beneficiary pursuant to this Section,                 
Beneficiary shall pay such amounts as may be due                            
thereunder out of the funds so deposited with Beneficiary.                  
If at any time and for any reason the funds deposited with                  
Beneficiary are or will be insufficient to pay such amounts                 
as may then or subsequently be due, Beneficiary may                         
notify Trustor and upon such notice Trustor shall                           
immediately deposit an amount equal to such deficiency                      
with Beneficiary.  Notwithstanding the foregoing, nothing                   
contained herein shall cause Beneficiary to be deemed a                     
trustee of said funds or to be obligated to pay any amounts                 
in excess of the amount of funds deposited with                             
Beneficiary pursuant to this Section, nor shall anything                    
contained herein modify the obligation of Trustor to pay,                   
or cause to be paid, all Impositions.  Beneficiary may                      
commingle said reserve with its own funds and Trustor                       
shall be entitled to no interest thereon.  Beneficiary may                  
impound or reserve for future payment of Impositions                        
such portion of such payments as Beneficiary may in its                     
absolute discretion deem proper, applying the balance                       
upon any indebtedness or obligation secured hereby in                       
such order as Beneficiary may determine, notwithstanding                    
that said indebtedness or the performance of said                           
obligation may not yet be due according to the terms                        
thereof.  Should Trustor fail to deposit with Beneficiary                   
(exclusive of that portion of said payments which has been                  
applied by Beneficiary upon any indebtedness or                             
obligation secured hereby) sums sufficient to fully pay                     
such Impositions at least thirty (30) days before                           
delinquency thereof, Beneficiary may, at Beneficiary's                      
election, but without any obligation so to do, advance any                  
amounts required to make up the deficiency, which                           
advances, if any, together with interest thereon at an                      
annual rate equal to the Agreed Rate, shall be secured                      
hereby and shall be repayable to Beneficiary upon                           
demand; or, at the option of Beneficiary, Beneficiary may,                  
without making any advance whatever, apply any sums                         
held by it upon any indebtedness or obligation secured                      
hereby, in such order as Beneficiary may determine,                         
notwithstanding that said indebtedness or the performance                   
of said obligation may not yet be due according to the                      
terms thereof.                                                              

(f)  Joint Assessment.  Trustor shall not                     
initiate, and, to the maximum extent permitted by law,                      
shall not suffer or permit the joint assessment of any real                 
and personal property which may constitute all or a                         
portion of the Property or any other procedure whereby                      
the lien of real property taxes and the lien of personal                    
property taxes shall be assessed, levied or charged to the                  
Property as a single lien.                                                  

(g)  Tax Service.  Trustor shall cause to be                  
furnished to Beneficiary a tax reporting service, covering                  
the Property, of the type and duration, and with a                          
company, satisfactory to Beneficiary.                                       

19.  Liens.  Trustor shall pay and promptly                   
discharge, at Trustor's cost and expense, all liens, encum-                 
brances and charges upon the Property, or any part                          
thereof or interest therein; provided that Trustor shall have               
the right to contest in good faith the validity or amount of                
any such lien, encumbrance or charge in accordance with                     
the provisions of the Credit Agreement, and provided                        
further that Trustor will not be required to pay or                         
discharge Permitted Encumbrances.  If Trustor shall fail                    
to remove and discharge any such lien, encumbrance or                       
charge when due (or, if being contested in accordance                       
with the Credit Agreement, promptly upon final                              
determination of such contest proceedings), then, in                        
addition to any other right or remedy of Beneficiary,                       
Beneficiary may, but shall not be obligated to, discharge                   
the same, either by paying the amount claimed to be due,                    
or by procuring the discharge of such lien, encumbrance                     
or charge by depositing in a court a bond or the amount                     
claimed or otherwise giving security for such claim, or by                  
procuring such discharge in such manner as is or may be                     
prescribed by law.  Trustor shall, immediately upon                         
demand therefor by Beneficiary, pay to Beneficiary an                       
amount equal to all costs and expenses incurred by Benefi-                  
ciary in connection with the exercise by Beneficiary of the                 
foregoing right to discharge any such lien, encumbrance                     
or charge, together with interest thereon from the date of                  
such expenditure at an annual rate equal to the Agreed                      
Rate.                                                                       

20.  Easements and Leaseholds.  If a                          
leasehold estate or an easement or other incorporeal right                  
constitutes a portion of the Real Property, Trustor agrees                  
not to amend, change or modify (other than any such                         
amendment, change or modification that is beneficial to                     
the Real Property, with the beneficial nature thereof to be                 
determined in Beneficiary's reasonable judgment) or                         
terminate such leasehold estate, easement or other right or                 
interest, or any right thereto or interest therein, without                 
the prior written consent of Beneficiary.  Consent to one                   
amendment, change, agreement or modification shall not                      
be deemed to be a waiver of the right to require consent                    
to other, future or successive amendments, changes,                         
agreements or modifications.  Trustor shall submit to                       
Beneficiary any such request for consent in writing (which                  
request shall include such information and documentation                    
as appropriate to enable Beneficiary to make an informed                    
decision regarding such request), and Beneficiary will                      
have thirty (30) days after receipt thereof in which to                     
review and respond to such request.  If Beneficiary fails to                
respond to Trustor's request within said thirty (30) day                    
period, Trustor may resubmit its request in writing,                        
stating that Beneficiary failed to respond to the initial                   
request within said thirty (30) day period and, if                          
Beneficiary thereafter fails to respond to such request                     
within five (5) days, Beneficiary shall be deemed to have                   
consented thereto.  Trustor agrees to perform all                           
obligations and agreements with respect to said leasehold,                  
easement or other right or interest and shall not take any                  
action or omit to take any action which would effect or                     
permit the termination thereof.  Trustor agrees to                          
promptly notify Beneficiary in writing with respect to any                  
default or alleged default by any party thereto and to                      
deliver to Beneficiary copies of all notices, demands,                      
complaints or other communications received or given by                     
Trustor with respect to any such default or alleged default.                
Beneficiary shall have the option to cure any such default                  
and to perform any or all of Trustor's obligations                          
thereunder or with respect thereto. All sums expended by                    
Beneficiary in curing any such default shall be secured                     
hereby and shall be immediately due and payable without                     
demand or notice and shall bear interest from date of                       
expenditure at an annual rate equal to the Agreed Rate.                     

21.  Further Acts.  Trustor shall do and                      
perform all acts necessary to keep valid and effective the                  
charges and lien hereof, to carry into effect its object and                
purposes, to protect the lawful owners of the Notes and                     
other obligations secured hereby; shall execute and deliver                 
to Beneficiary at any time, upon request of Beneficiary,                    
all other and further instruments in writing necessary to                   
vest in and secure to Trustee each and every part of the                    
Real Property and to Beneficiary the Rents therefrom and                    
rights and interest of Beneficiary therein or with respect                  
thereto; and, upon request by the Beneficiary, shall supply                 
evidence of fulfillment of each of the covenants herein                     
contained concerning which a request for such evidence                      
has been made.                                                              

22.  Assignment of Rents.                                     

(a)  Assignment to Beneficiary; Trustor's                     
Limited License to Collect Prior to Default.                                
Notwithstanding any language contained herein, or in any                    
other document, to the contrary, Trustor hereby                             
irrevocably and absolutely assigns and transfers to                         
Beneficiary, without having to first take possession of the                 
Property, all Rents, including all present and future                       
Leases and other rental agreements, reserving unto                          
Trustor a license to collect such Rents prior to the                        
occurrence of any Event of Default.  Upon the occurrence                    
of an Event of Default, such license reserved to Trustor                    
shall be immediately revoked without further demand or                      
notice, and any Rents, including those past due, unpaid or                  
undetermined, may be collected by Beneficiary or its                        
agent, and any amount so collected shall be applied, less                   
costs and expenses of operation and collection, including                   
reasonable attorneys' fees, to any indebtedness and/or                      
obligations secured hereby, and in such order as                            
Beneficiary shall determine, provided that, upon Trustor's                  
cure of any Event of Default not relating to the payment                    
of money, Beneficiary will reinstate Trustor's license to                   
collect such Rents.  The collection of such Rents, and the                  
application thereof as aforesaid, shall not cure or                         
constitute a waiver of any default or notice of default                     
hereunder or invalidate any act done pursuant to such                       
notice.  Trustor and Beneficiary intend that this                           
assignment shall be a present, absolute and unconditional                   
assignment, not an assignment for additional security only,                 
and shall, immediately upon the execution hereof, subject                   
to the license granted above, give Beneficiary, and its                     
agent, the right to collect the Rents and to apply them as                  
aforesaid.  Nothing contained herein, nor any collection of                 
Rents by Beneficiary, or its agent or a receiver, shall be                  
construed to make Beneficiary (i) a "Mortgagee-in-                          
Possession" of the Property so long as Beneficiary has not                  
itself entered into actual possession of the Property; (ii)                 
responsible for performing any of the obligations of the                    
lessor under any Lease; (iii) responsible for any waste                     
committed by lessees or any other parties, any dangerous                    
or defective condition of the Property, or any negligence                   
in the management, upkeep, repair or control of the                         
Property; or (iv) liable in any manner for the Property or                  
the use, occupancy, enjoyment or operation of all or any                    
part of it (provided that this clause (iv) shall not act to                 
relieve Beneficiary from liability resulting from the gross                 
negligence or willful misconduct of Beneficiary).                           

(b)  No Other Assignments.  Trustor                           
hereby represents to Beneficiary that there is no                           
assignment or pledge of any Leases of, or Rent from, the                    
Property now in effect, and covenants that, until the Notes                 
are fully paid, the Letters of Credit (as defined in the                    
Credit Agreement) have expired or been canceled, and the                    
other Secured Obligations are fully satisfied and the                       
Commitments (as defined in the Credit Agreement) are                        
terminated, Trustor will not make any such assignment or                    
pledge to anyone other than Beneficiary nor will it accept                  
any periodic payments which are to be made pursuant to                      
such Leases or Rents more than thirty (30) days in                          
advance of the date on which such payments are due.                         

23.  Actions Affecting Property.  Trustor                     
shall give Beneficiary and Trustee prompt written notice                    
of the assertion of any claim with respect to, or the filing                
of any action or proceeding affecting or purporting to                      
affect, the Property or Skyways, or title thereto or any                    
right of possession thereof, or this Deed of Trust or the                   
security hereof or the rights or powers of Beneficiary or                   
Trustee hereunder.  Trustor shall appear in and contest                     
any such action or proceeding at Trustor's sole expense;                    
and shall pay all costs and expenses, including cost of                     
evidence of title and reasonable attorneys' fees, in any                    
such action or proceeding in which Beneficiary or Trustee                   
may appear.                                                                 

24.  Eminent Domain.  If any proceeding                       
or action be commenced for the taking of the Property, or                   
any part thereof or interest therein, for public or quasi-                  
public use under the power of eminent domain,                               
condemnation or otherwise, or if the same be taken or                       
damaged by reason of any public improvement or                              
condemnation proceeding, or in any other manner, or                         
should Trustor receive any notice or other information                      
regarding such proceeding, action, taking or damage                         
(including, without limitation, a proposal to purchase the                  
Property or some portion thereof in lieu of condemnation),                  
Trustor shall give prompt written notice thereof to                         
Beneficiary.  Beneficiary shall be entitled, at its option,                 
without regard to the adequacy of its security, to                          
investigate and negotiate with the condemnor concerning                     
the proposed taking, to commence, appear in and                             
prosecute in its own name any such action or proceeding,                    
and, if the amount of the Award (defined below) is an                       
amount greater than $1,000,000, or if an Event of Default                   
then exists hereunder, to make any compromise or                            
settlement in connection with such taking or damage.                        
Trustor shall not compromise or settle any such action or                   
proceeding or agree to any sale in lieu of condemnation if                  
the amount of the Award is an amount greater than                           
$1,000,000 without the prior written consent of                             
Beneficiary.  All compensation, awards, damages, rights                     
of action and proceeds awarded to Trustor by reason of                      
any such taking, transfer or damage (the "Award") are                       
hereby assigned to Beneficiary and Trustor agrees to                        
execute such further assignments of the Award as                            
Beneficiary or Trustee may require.  After deducting                        
therefrom all costs and expenses (regardless of the                         
particular nature thereof and whether incurred with or                      
without suit), including reasonable attorneys' fees,                        
incurred by it in connection with any such negotiations,                    
action or proceeding (whether or not prosecuted to                          
judgment), Beneficiary shall, if (i) an Event of Default                    
does not then exist hereunder, and (ii) if application of the               
Award to restoration of the Property will not, in                           
Beneficiary's sole judgment, materially impair                              
Beneficiary's security for the obligations secured hereby,                  
apply the Award to the restoration of the Property, upon                    
conditions substantially similar to the disbursement                        
provisions and conditions set forth in the Credit                           
Agreement, and all other conditions and provisions                          
established by Beneficiary which are similar to conditions                  
and provisions then used by Beneficiary for disbursements                   
of a construction loan (it being expressly understood and                   
agreed that Beneficiary may condition disbursement of                       
such proceeds for restoration upon proof that an amount                     
equal to the sum which Beneficiary is requested to                          
disburse has theretofore been paid by Trustor without                       
reimbursement therefor, or is then due and payable, for                     
materials theretofore installed or work theretofore                         
performed upon the Property and properly includable in                      
the cost of repair, reconstruction or restoration thereof).                 
If, at the time of receipt by Beneficiary of such proceeds,                 
(i) an Event of Default then exists hereunder, or (ii)                      
application of the Award to restoration will, in                            
Beneficiary's sole judgment, materially impair                              
Beneficiary's security for the obligations secured hereby,                  
Beneficiary shall have the option, in its sole and absolute                 
discretion, (1) to apply all or any portion of the Award                    
upon any indebtedness or other obligation secured hereby                    
and in such order as Beneficiary may determine,                             
notwithstanding that said indebtedness or the performance                   
of said obligation may not be due according to the terms                    
thereof, or (2) to apply all or any portion of the Award to                 
the restoration of the Property, subject to such conditions                 
as Beneficiary may determine, or (3) to deliver all or any                  
portion of the Award, after such deductions, to Trustor,                    
subject to such conditions as Beneficiary may determine                     
(and, if the Award is not sufficient to satisfy the Secured                 
Obligations in full, Trustor shall immediately pay any re-                  
maining balance, together with all accrued interest                         
thereon).  Nothing herein contained shall be deemed to                      
excuse Trustor from restoring, repairing and maintaining                    
the Property, as herein provided (other than Beneficiary's                  
failure to apply the Award to the restoration of the                        
Property as and to the extent required by the provisions of                 
this Section 14, which failure shall excuse Trustor only to                 
the extent of the Award so withheld by Beneficiary),                        
regardless of whether or not the Award is available for                     
restoration, whether or not any such Award is sufficient in                 
amount, or whether or not the Property can be restored to                   
the same condition and character as existed prior to such                   
damage or partial taking.  Trustor hereby specifically,                     
unconditionally and irrevocably waives all rights of a                      
property owner under all laws, including NRS 37.115, as                     
amended or recodified from time to time, which provide                      
for allocation of condemnation proceeds between a                           
property owner and a lienholder.                                            

25.  Due on Sale.  Except as otherwise                        
permitted in the Credit Agreement, or this Deed of Trust,                   
if the Trustor shall sell or convey, or create or permit to                 
exist any mortgage, pledge, security interest or other                      
encumbrance on, or in any other manner alienate or                          
otherwise "transfer" the Real Property hereby encumbered                    
or any part thereof or any interest therein, or shall enter                 
into any agreement for the same that is not expressly                       
conditioned on Beneficiary's approval, or shall be divested                 
of its title in any manner or way, whether voluntary or                     
involuntary or by merger, without the written consent of                    
Beneficiary being first had and obtained, any indebtedness                  
or obligation secured hereby, irrespective of the maturity                  
dates expressed in the Notes or any other notes,                            
instruments or documents evidencing the same, at the                        
option of Beneficiary, and without demand or notice, shall                  
immediately become due and payable.  Consent to one                         
such transaction shall not be deemed to be a waiver of the                  
right to require consent to future or successive                            
transactions.  Beneficiary may grant or deny such consent                   
in its sole discretion and, if consent should be given, any                 
such transfer shall be subject to this Deed of Trust, and                   
any such transferee shall assume all obligations hereunder                  
and agree to be bound by all provisions contained herein.                   
Such assumption shall not, however, release Trustor or                      
any maker or guarantor of any Secured Obligation from                       
any liability with respect thereto without the prior written                
consent of Beneficiary.  As used herein, "transfer"                         
includes the direct or indirect sale, agreement to sell,                    
transfer, conveyance, pledge, collateral assignment or                      
hypothecation of the Real Property, or any portion thereof                  
or interest therein, whether voluntary, involuntary, by                     
operation of law or otherwise, the execution of any                         
installment land sale contract or similar instrument                        
affecting all or a portion of the Real Property, or the lease               
of all or substantially all of the Real Property.  The term                 
"transfer" shall also include the direct or indirect                        
transfer, assignment, hypothecation or conveyance of legal                  
or beneficial ownership of (i) any partnership interest in                  
Trustor, (ii) any partnership or other interest in any                      
general partner in Trustor, or in any partner or member in                  
or other constituent of any general partner of Trustor, that                
is a partnership or limited liability company or similar                    
entity, or (iii) any stock in any general partner in Trustor,               
or in any constituent of any general partner or Trustor,                    
that is a corporation.                                                      

26.  Partial or Late Payments.  By                            
accepting payment of any indebtedness secured hereby                        
after its due date, Beneficiary does not waive its right                    
either to require prompt payment, when due, of all other                    
indebtedness so secured or to declare default, as herein                    
provided, for failure to so pay.                                            

27.  Reconveyance By Trustee.  Upon                           
receipt of written request from Beneficiary reciting that all               
sums secured hereby have been paid, and the Letters of                      
Credit have expired or been canceled and the                                
Commitments have terminated, and upon surrender of this                     
Deed of Trust and the Notes secured hereby to Trustee for                   
cancellation and retention, or such other disposition as                    
Trustee, in its sole discretion, may choose, and upon                       
payment of its fees, the Trustee shall reconvey, without                    
warranty or recourse, the Property then held hereunder.                     
The recitals in such reconveyance of any matters of fact                    
shall be conclusive proof of the truth thereof.  The grantee                
in such reconveyance may be described in general terms                      
as "the person or persons legally entitled thereto".                        

28.  Right of Beneficiary and Trustee to                      
Appear.  If, during the existence of the trust created                      
hereby, there be commenced or pending any suit or action                    
materially and adversely affecting the Property, or any                     
part thereof, or the title thereto, or if any adverse claim                 
for or against the Property, or any part thereof, be made                   
or asserted, the Trustee or Beneficiary may appear or                       
intervene in the suit or action and retain counsel therein                  
and, unless such suit or action is being diligently contested               
in good faith by Trustor and Trustor shall have established                 
and maintained adequate reserves with Beneficiary for the                   
full payment and satisfaction of such suit or action if                     
determined adversely to Trustor, may defend same, or                        
otherwise take such action therein as the Trustee or                        
Beneficiary may be advised and may pay and expend such                      
sums of money as the Trustee or Beneficiary may deem to                     
be necessary and Trustor shall pay all reasonable costs and                 
expenses of Trustee and Beneficiary incurred in                             
connection therewith.                                                       

29.  Performance by Trustee or                                
Beneficiary.  If Trustor fails to make any payment or                       
perform any act as and in the manner provided in any of                     
the Loan Documents, then the Trustee or Beneficiary, at                     
the election of either of them and without any obligation                   
to do so, after the giving of reasonable notice to the                      
Trustor, or any successor in interest of the Trustor, or any                
of them and without releasing Trustor from any obligation                   
hereunder, may make such payment or perform such act                        
and incur any liability, or expend whatever amounts, in its                 
absolute discretion, it may deem necessary therefor.  In                    
connection therewith (without limiting their general and                    
other powers, whether conferred herein, in another Loan                     
Document or by law), Beneficiary and Trustee, and each                      
of them, shall have and are hereby given the right, but not                 
the obligation, (i) to enter upon and take possession of the                
Property; (ii) to make additions, alterations, repairs and                  
improvements to the Property which they or either of                        
them may consider necessary or proper to keep the                           
Property in good condition and repair; (iii) to appear and                  
participate in any action or proceeding affecting or which                  
may affect the security hereof or the rights or powers of                   
Beneficiary or Trustee; (iv) to pay, purchase, contest or                   
compromise any encumbrance, claim, charge, lien or debt                     
which in the judgment of either may affect or appears to                    
affect the security of this Deed of Trust or to be prior or                 
superior hereto; and (v) in exercising such powers, to pay                  
necessary expenses, including employment of counsel and                     
other necessary or desirable consultants.  All sums                         
incurred or expended by the Trustee or Beneficiary, under                   
the terms hereof (including, without limiting the generality                
of the foregoing, costs of evidence of title, court costs,                  
appraisals, surveys, and receiver's, Trustee's and                          
reasonable attorneys' fees, costs and expenses (including,                  
without limitation, the reasonable fees and expenses of                     
attorneys for Trustee), whether or not an action is actually                
commenced in connection therewith), shall become due                        
and payable by the Trustor to the Trustee or Beneficiary,                   
as the case may be, on the next interest or installment                     
payment date under the Notes secured hereby and shall                       
bear interest until paid at an annual percentage rate equal                 
to the Agreed Rate.  In no event shall payment by Trustee                   
or Beneficiary be construed as a waiver of the default                      
occasioned by Trustor's failure to make such payment or                     
payments.                                                                   

30.  Inspections.  Beneficiary, or its agents,                
representatives or workers, are authorized to enter at any                  
reasonable time upon or in any part of the Property for                     
the purpose of inspecting the same and for the purpose of                   
performing any of the acts it is authorized to perform                      
hereunder or under the terms of any of the Loan                             
Documents.                                                                  

31.  Invalidity of Lien.  If the lien of this                 
Deed of Trust is invalid or unenforceable as to any part of                 
the "Obligations" or the "Indebtedness" (as those                           
capitalized terms are defined in the Credit Agreement) of                   
Trustor under the Loan Documents, or if the lien is                         
invalid or unenforceable as to any part of the Property,                    
the unsecured or partially secured portion of such                          
Obligations and Indebtedness shall be completely paid                       
prior to the payment of the remaining and secured or                        
partially secured portion of such Obligations and                           
Indebtedness, and all payments made on such Obligations                     
and Indebtedness, whether voluntary or under foreclosure                    
or other enforcement action or procedure, shall be                          
considered to have been first paid on and applied to the                    
full payment of that portion of such Obligations and                        
Indebtedness which is not secured or is not fully secured                   
by the lien of this Deed of Trust.                                          

32.  Subrogation.  To the extent that                         
proceeds of the Notes or other sums advanced by                             
Beneficiary are used to pay any outstanding lien, charge                    
or prior encumbrance against the Property, such proceeds                    
shall be deemed to have been advanced by Beneficiary at                     
Trustor's request and Beneficiary shall be subrogated to                    
any and all rights and liens held by any owner or holder                    
of such outstanding liens, charges and prior                                
encumbrances, regardless of whether said liens, charges or                  
encumbrances are released.                                                  

33.  Events of Default.  Trustor will be in                   
default under this Deed of Trust upon the occurrence of                     
any one or more of the following events (some or all                        
collectively, "Events of Default"; any one singly, an                       
"Event of Default"):                                                        

(a)  Failure to Pay.  Any amount due                          
under any of the Notes, the Credit Agreement, this Deed                     
of Trust or any other Loan Document, or any other                           
amount the payment of which is secured hereby, is not                       
paid when due; or                                                           

(b)  Other Breaches Hereof.  A breach by                      
Trustor of any representation, warranty or covenant in this                 
Deed of Trust which is not cured within fifteen (15) days                   
after receipt by Trustor of notice of such breach; or                       

(c)  Future Advances.  Trustor or any                         
other "borrower" (as that term is defined in NRS 106.310,                   
as amended or recodified from time to time) who may                         
send a notice pursuant to NRS 106.380(1), as amended or                     
recodified from time to time with respect to this Deed of                   
Trust, (i) delivers, sends by mail or otherwise gives, or                   
purports to deliver, send by mail or otherwise give, to                     
Beneficiary, (A) any notice of an election to terminate the                 
operation of this Deed of Trust as security for any                         
Secured Obligation, including any obligation to repay any                   
"future advance" (as defined in NRS 106.320, as amended                     
or recodified from time to time) of "principal" (as defined                 
in NRS 106.345, as amended or recodified from time to                       
time), or (B) any other notice pursuant to NRS                              
106.380(1), as amended or recodified from time to time,                     
(ii) records a statement pursuant to NRS 106.380(3), as                     
amended or recodified from time to time, or (iii) causes                    
this Deed of Trust, any Secured Obligation, or Beneficiary                  
to be subject to NRS 106.380(2), 106.380(3) or 106.400,                     
each as amended or recodified from time to time; or                         

(d)  Defaults Under Other Loan                                
Documents.  The occurrence under any of the Loan                            
Documents of an "Event of Default" (as defined therein).                    

34.  Remedies.  At any time after an Event                    
of Default, Beneficiary and Trustee will be entitled to                     
invoke any and all of the following rights and remedies,                    
all of which will be cumulative, and the exercise of any                    
one or more of which shall not constitute an election of                    
remedies:                                                                   

(a)  Acceleration.  Beneficiary may declare                   
any or all of the Secured Obligations to be due and                         
payable immediately, without presentment, demand,                           
protest or notice of any kind.                                              

(b)  Receiver.  Beneficiary may apply to                      
any court of competent jurisdiction for, and obtain                         
appointment of, a receiver for the Property or any part                     
thereof, without notice to Trustor or anyone claiming                       
under Trustor, and without regard to the then value of the                  
Property or the adequacy of any security for the Secured                    
Obligations, and Trustor hereby irrevocably consents to                     
such appointment and waives notice of any application                       
therefor.  Any such receiver or receivers shall have all the                
usual powers and duties of receivers in like or similar                     
cases and all the powers and duties of Beneficiary in case                  
of entry as provided herein and in the Credit Agreement                     
and shall continue as such and exercise all such powers                     
until the later of (i) the date of confirmation of sale of all              
of the Property; (ii) the disbursement of all proceeds of                   
the Property collected by such receiver and the payment of                  
all expenses incurred in connection therewith; or (iii) the                 
termination of such receivership with the consent of                        
Beneficiary or pursuant to an order of a court of                           
competent jurisdiction.  Beneficiary may also request, in                   
connection with any foreclosure proceeding hereunder,                       
that the Nevada Gaming Commission petition a District                       
Court of the State of Nevada for the appointment of a                       
supervisor to conduct the normal gaming activities on the                   
Property following such foreclosure proceeding.                             

(c)  Entry.  Beneficiary, in person, by                       
agent or by court-appointed receiver, may enter, take                       
possession of, manage and operate all or any part of the                    
Property, subject to applicable Gaming Laws, and may                        
also do any and all other things in connection with those                   
actions that Beneficiary may, in its sole discretion,                       
consider necessary and appropriate to protect the security                  
of this Deed of Trust.  Such other things may include,                      
among other things, any of the following: taking and                        
possessing all of Trustor's or the then owner's books and                   
records; entering into, enforcing, modifying, or canceling                  
Leases on such terms and conditions as Beneficiary may                      
consider proper; obtaining and evicting tenants; fixing or                  
modifying Rents; collecting and receiving any payment of                    
money owing to Trustor; completing construction; and                        
contracting for and making repairs and alterations.  If                     
Beneficiary so requests, Trustor shall assemble all of the                  
Property that has been removed from the Real Property in                    
violation of the Loan Documents and make all of it                          
available to Beneficiary at the site of the Real Property.                  
Trustor hereby irrevocably constitutes and appoints                         
Beneficiary as Trustor's attorney-in-fact to perform such                   
acts and execute such documents as Beneficiary in its sole                  
discretion may consider to be appropriate in connection                     
with taking these measures, including endorsement of                        
Trustor's name on any instruments.  Regardless of any                       
provision of this Deed of Trust or the Credit Agreement,                    
Beneficiary shall not be considered to have accepted any                    
property other than cash or immediately available funds in                  
satisfaction of any obligation of Trustor to Beneficiary,                   
unless Beneficiary has given express written notice of                      
Beneficiary's election of that remedy in accordance with                    
the Nevada Uniform Commercial Code, as it may be                            
amended or recodified from time to time.                                    

(d)  Cure; Protection of Security.  Either                    
Beneficiary or Trustee may cure any breach or default of                    
Trustor, and if it chooses to do so in connection with any                  
such cure, Beneficiary or Trustee may also enter the                        
Property and, whether or not Beneficiary or Trustee enter                   
the Property, do any and all other things which it, in its                  
sole discretion, may consider necessary and appropriate to                  
protect the security of this Deed of Trust, including,                      
without limitation, the right to complete the                               
Improvements.  Such other things may include: appearing                     
in and/or defending any action or proceeding which                          
purports to affect the security of, or the rights or powers                 
of Beneficiary or Trustee under, this Deed of Trust;                        
paying, purchasing, contesting or compromising any                          
encumbrance, charge, lien or claim of lien which in                         
Beneficiary's or Trustee's sole judgment is or may be                       
senior in priority to this Deed of Trust, such judgment of                  
Beneficiary or Trustee to be conclusive as among the                        
parties to this Deed of Trust; obtaining insurance and/or                   
paying any premiums or charges for insurance required to                    
be carried under this Deed of Trust; otherwise caring for                   
and protecting any and all of the Property; and employing                   
counsel, accountants, contractors and other appropriate                     
persons to assist Beneficiary or Trustee.  Beneficiary and                  
Trustee may take any of the actions permitted under this                    
Subsection either with or without giving notice to any                      
person.                                                                     

(e)  Uniform Commercial Code Remedies.                        
With respect to Personal Property, Beneficiary may                          
exercise any or all of the remedies granted to a secured                    
party under NRS Article 104.9101 et seq. (the Nevada                        
enactment of the Uniform Commercial Code), together                         
with any and all other rights and remedies provided in the                  
Security Agreement.                                                         

(f)  Judicial Action.  Beneficiary may                        
bring an action in any court of competent jurisdiction to                   
foreclose this Deed of Trust or to obtain specific                          
enforcement of any of the covenants or agreements of this                   
Deed of Trust or for any other remedy provided herein, in                   
the Credit Agreement, in any Loan Document or                               
otherwise provided by law or in equity.                                     

(g)  Power of Sale.  Under the power of                       
sale herein granted, Beneficiary shall have the                             
discretionary right to cause some or all of the Property,                   
including any Property which constitutes personal                           
property, to be sold or otherwise disposed of in any                        
combination and in any manner permitted by applicable                       
law.                                                                        

(i)  Sales of Personal Property.                    

(A)  For purposes of the power            
of sale herein granted, Beneficiary may elect             
to treat as personal property any Property                
which is intangible or which can be severed               
from the Land or Improvements without                     
causing structural damage. If Beneficiary                 
chooses to do so, Beneficiary may dispose of              
any personal property separately from the sale            
of real property, in any manner permitted by              
or under the NRS, including any public or                 
private sale, or in any manner permitted by               
any other applicable law.                                 

(B)  The following provision              
shall apply in the absence of any specific                
statutory requirement which permits or                    
requires a different notice period:  In                   
connection with any sale or other disposition             
of such Property, Trustor agrees that the                 
following procedures constitute a                         
commercially reasonable sale: Beneficiary                 
shall mail written notice of the sale to Trustor          
not later than ten (10) days prior to such sale.          
Upon receipt of any written request,                      
Beneficiary will, to the extent reasonably                
practicable, make the Property available to               
any bona fide prospective purchaser for                   
inspection during reasonable business hours               
prior to the sale.  Notwithstanding any                   
provision to the contrary, Beneficiary shall be           
under no obligation to consummate a sale if,              
in its judgment, none of the offers received by           
it equals the fair value of the Property offered          
for sale.  The foregoing procedures do not                
constitute the only procedures that may be                
commercially reasonable.                                  

(ii) Trustee's Sales of Real                        
Property or Mixed Collateral.                             

(A)  Beneficiary may choose to            
dispose of some or all of the Property which              
consists solely of real property in any manner            
then permitted by applicable law.  In its                 
discretion, Beneficiary may also or                       
alternatively choose to dispose of some or all            
of the Property, in any combination consisting            
of both real and personal property, together in           
one sale to be held in accordance with the law            
and procedures applicable to real property.               
Trustor agrees that any sale of personal                  
property together with real property                      
constitutes a commercially reasonable sale of             
the personal property.  For purposes of this              
power of sale, either a sale of real property             
alone, or a sale of both real and personal                
property together in accordance with law, will            
sometimes be referred to as a "Trustee's                  
Sale."                                                    

(B)  Before any Trustee's Sale,           
Beneficiary or Trustee shall give and record              
such notice of default and election to sell as            
may then be required by law.  When all time               
periods then legally mandated have expired,               
and after such notice of sale as may then be              
legally required has been given, Trustee shall            
sell the property being sold at a public auction          
to be held at the time and place specified in             
the notice of sale.  Neither Trustee nor                  
Beneficiary shall have any obligation to make             
demand on Trustor before any Trustee's Sale.              
From time to time, in accordance with then                
applicable law, Trustee may, and in any event             
at Beneficiary's request shall, postpone any              
Trustee's sale by public announcement at the              
time and place noticed for that sale, or may,             
in its discretion, give a new notice of sale.             

(C)  At any Trustee's Sale,               
Trustee shall sell to the highest bidder at               
public auction for cash in lawful money of the            
United States.  Trustee shall execute and                 
deliver to the purchaser(s) a deed or deeds               
conveying the property being sold without any             
covenant or warranty whatsoever, express or               
implied.  The recitals in any such deed of any            
matters or facts, including any facts bearing             
upon the regularity or validity of any                    
Trustee's Sale, shall be conclusive proof of              
their truthfulness.  Any such deed shall be               
conclusive against all persons as to the facts            
recited in it.                                            

(h)  Single or Multiple Foreclosure Sales.                    
If the Property at the time of sale or other disposition                    
consists of more than one lot, parcel or item of property,                  
Beneficiary may:                                                            

(i)  Designate the order in which the               
lots, parcels or items shall be sold or disposed          
of or offered for sale or disposition; and                

(ii) Elect to dispose of the lots,                  
parcels or items through a single consolidated            
sale or disposition to be held or made under              
the power of sale herein granted, or in                   
connection with judicial proceedings, or by               
virtue of a judgment and decree of foreclosure            
and sale; or through two or more such sales               
or dispositions; or in any other manner that              
Beneficiary may deem to be in its best                    
interests (any such sale or disposition, a                
"Foreclosure Sale;" any two or more,                      
"Foreclosure Sales").                                     

If Beneficiary chooses to have more than one Foreclosure                    
Sale, Beneficiary at its option may cause the Foreclosure                   
Sales to be held simultaneously or successively, on the                     
same day, or on such different days and at such different                   
times and in such order as Beneficiary may deem to be in                    
its best interests.  No Foreclosure Sale shall terminate or                 
affect the liens of this Deed of Trust on any part of the                   
Property which has not been sold, until all of the Secured                  
Obligations have been paid in full.                                         

35.  Costs of Enforcement.  If an                             
installment of principal or interest on the Notes is not paid               
when due or if any other Event of Default occurs,                           
Beneficiary and Trustee, and each of them, may employ                       
an attorney or attorneys to protect their rights hereunder.                 
Trustor promises to pay to Beneficiary, on demand, the                      
reasonable fees and expenses of such attorneys and all                      
other costs of enforcing the obligations secured hereby,                    
including but not limited to, recording fees, the expense of                
a Trustee's Sale Guarantee, Trustee's fees and expenses,                    
receivers' fees and expenses, and all other expenses, of                    
whatever kind or nature, incurred by Beneficiary and                        
Trustee, and each of them, in connection with the                           
enforcement of the obligations secured hereby, whether or                   
not such enforcement includes the filing of a lawsuit.                      
Until paid, such sums shall be secured hereby and shall                     
bear interest, from date of expenditure, at an annual rate                  
equal to the Agreed Rate.                                                   

36.  Remedies Cumulative and Not                              
Exclusive.  Trustee and Beneficiary, and each of them,                      
shall be entitled to enforce payment and performance of                     
any indebtedness or obligations secured hereby and to                       
exercise all rights and powers under this Deed of Trust or                  
under any Loan Document or other agreement or any laws                      
now or hereafter in force, notwithstanding some or all of                   
the said indebtedness and obligations secured hereby may                    
now or hereafter be otherwise secured, whether by                           
mortgage, deed of trust, pledge, lien, assignment or                        
otherwise.  Neither the acceptance of this Deed of Trust                    
nor its enforcement whether by court action or pursuant to                  
the power of sale or other powers herein contained, shall                   
prejudice or in any manner affect Trustee's or                              
Beneficiary's right to realize upon or enforce any other                    
security now or hereafter held by Trustee or Beneficiary,                   
it being agreed that Trustee and Beneficiary, and each of                   
them, shall be entitled to enforce this Deed of Trust and                   
any other security now or hereafter held by Beneficiary or                  
Trustee in such order and manner as they or either of                       
them may in their absolute discretion determine.  No                        
remedy herein conferred upon or reserved to Trustee or                      
Beneficiary is intended to be exclusive of any other                        
remedy herein or by law provided or permitted, but each                     
shall be cumulative and shall be in addition to every other                 
remedy given hereunder or now or hereafter existing at                      
law or in equity or by statute.  Every power or remedy                      
given by any of the Loan Documents to Trustee or                            
Beneficiary or to which either of them may be otherwise                     
entitled, may be exercised, concurrently or independently,                  
from time to time and as often as may be deemed                             
expedient by Trustee or Beneficiary and either of them                      
may pursue inconsistent remedies.                                           

37.  Credit Bids.  At any Foreclosure Sale,                   
any person, including Trustor, Trustee or Beneficiary,                      
may bid for and acquire the Property or any part thereof                    
to the extent permitted by then applicable law.  Instead of                 
paying cash for such property, Beneficiary may settle                       
therefor by crediting such portion of the following                         
obligations against the sales price of the property as is                   
necessary to equal such price:                                              

(a)  First, the portion of the Secured                        
Obligations attributable to the expenses of sale, costs of                  
any action and any other sums for which Trustor is                          
obligated to pay or reimburse Beneficiary or Trustee                        
hereunder or under any other Loan Document; and                             

(b)  Second, any of the other Secured                         
Obligations, in any order and proportion as Beneficiary, in                 
its sole discretion, may elect.                                             

38.  Application of Foreclosure Sale                          
Proceeds. Beneficiary and Trustee shall apply the                           
proceeds of any Foreclosure Sale in the following manner:                   

(a)  First, to pay the portion of the Secured                 
Obligations attributable to the expenses of sale, costs of                  
any action and any other sums for which Trustor is                          
obligated to reimburse Beneficiary or Trustee hereunder or                  
under any other Loan Document;                                              

(b)  Second, to pay the portion of the                        
Secured Obligations attributable to any sums expended or                    
advanced by Beneficiary or Trustee under the terms of this                  
Deed of Trust which then remain unpaid;                                     

(c)  Third, to pay any and all other Secured                  
Obligations, in any order and proportion as Beneficiary, in                 
its sole discretion, may elect; and                                         

(d)  Fourth, the remainder, if any, shall be                  
remitted to the person or persons entitled to it.                           

39.  Application of Rents and Other                           
Sums. Beneficiary shall apply any and all Rents collected                   
by it, and any and all sums, other than proceeds of a                       
Foreclosure Sale, which Beneficiary may receive or                          
collect, in the following manner:                                           

(a)  First, to pay the portion of the Secured                 
Obligations attributable to the costs and expenses of                       
operation and collection that may be incurred by Trustee,                   
Beneficiary or any receiver;                                                

(b)  Second, to pay any and all other                         
Secured Obligations in any order and proportion as                          
Beneficiary, in its sole discretion, may elect; and                         

(c)  Third, the remainder, if any, shall be                   
remitted to the person or persons entitled to it.                           

Beneficiary shall have no liability for any funds which it                  
does not actually receive.                                                  

40.  Incorporation of Certain Nevada                          
Covenants.  The following covenants, Nos. 1, 3, 4 (at the                   
Agreed Rate), 6, 7 (reasonable percentage), 8 and 9 of                      
NRS 107.030, where not in conflict with the provisions of                   
the Loan Documents, are hereby adopted and made a part                      
of this Deed of Trust.  Upon any Event of Default by                        
Trustor hereunder, Beneficiary may (a) declare all sums                     
secured immediately due and payable without demand or                       
notice or (b) have a receiver appointed as a matter of right                
without regard to the sufficiency of said property or any                   
other security or guaranty and without any showing as                       
required by NRS 107.100.  All remedies provided in this                     
Deed of Trust are distinct and cumulative to any other                      
right or remedy under this Deed of Trust or afforded by                     
law or equity and may be exercised concurrently,                            
independently or successively.  The sale of said property                   
conducted pursuant to Covenants Nos. 6, 7 and 8 of NRS                      
107.030 may be conducted either as to the whole of said                     
property or in separate parcels and in such order as                        
Trustee may determine.                                                      

41.  Substitution of Trustee.  Beneficiary                    
or assigns may, from time to time, by a written instrument                  
executed and acknowledged by Beneficiary, recorded in                       
the county in which the Real Property is located and                        
otherwise complying with applicable law, appoint a                          
successor trustee or trustees to any Trustee named herein                   
or acting hereunder, to execute the trust created by the                    
Deed of Trust or other conveyance in trust.  Upon the                       
recording of such instrument, the new trustee or trustees                   
shall, without conveyance from the predecessor trustee, be                  
vested with all the title, estate, interest, rights, powers,                
duties and trusts in the premises vested in or conferred                    
upon the predecessor trustee.  If there be more than one                    
trustee, either may act alone and execute the trusts upon                   
the request of the Beneficiary, and all his acts thereunder                 
shall be deemed to be the acts of all trustees, and the                     
recital in any conveyance executed by such sole trustee of                  
such request shall be conclusive evidence thereof, and of                   
the authority of such sole trustee to act.                                  

42.  Binding Nature.  This Deed of Trust                      
applies to, inures to the benefit of and binds Trustor and                  
the heirs, legatees, devisees, administrators, personal                     
representatives, executors and the successors and assigns                   
thereof, Trustee and Beneficiary.  As used herein, the                      
term "Beneficiary" shall include the owners and holders of                  
the Notes and other Secured Obligations from time to                        
time, whether or not named as Beneficiary herein (it being                  
expressly agreed, however, that Beneficiary may act                         
through an agent; that only the signature of such agent is                  
required on any amendment hereof or any consent,                            
approval or other action hereunder; and that Wells Fargo                    
Bank, N.A., is the initial such agent hereunder); the term                  
"Trustee" shall mean the trustee appointed hereunder from                   
time to time, whether or not notice of such appointment is                  
given; and the term "Trustor" shall mean the Trustor                        
named herein and the successors-in-interest, if any, of said                
named Trustor, in and to the Property or any part thereof.                  
If there be more than one Trustor hereunder, their                          
obligations hereunder shall be joint and several.  It is                    
expressly agreed that the Trust created hereby is                           
irrevocable by Trustor.                                                     

43.  Acceptance of Trust; Resignation by                      
Trustee.  Trustee accepts this trust when this Deed of                      
Trust, duly executed and acknowledged, is made a public                     
record as provided by law, reserving, however, unto the                     
Trustee, the right to resign from the duties and obligations                
imposed herein whenever Trustee, in its sole discretion,                    
deems such resignation to be in the best interest of the                    
Trustee.  Written notice of such resignation shall be given                 
to Trustor and Beneficiary.                                                 

44.  Full Performance Required; Survival                      
of Warranties.  All representations, warranties and                         
covenants of Trustor contained in any loan application or                   
made to Beneficiary in connection with the loan secured                     
hereby or contained in any of the Loan Documents or                         
incorporated by reference therein, shall survive the                        
execution and delivery of this Deed of Trust and shall re-                  
main continuing obligations, warranties and                                 
representations of Trustor so long as any portion of the                    
obligations secured by this Deed of Trust remains                           
outstanding.                                                                

45.  Waiver of Certain Rights By Trustor.                     
Trustor waives, to the extent permitted by law, (i) the                     
benefit of all laws now existing or that may hereafter be                   
enacted providing for any appraisement before sale of any                   
portion of the Property, (ii) all rights of redemption,                     
valuation, appraisement, stay of execution, notice of                       
election to mature or declare due the whole of the secured                  
indebtedness and marshaling in the event of foreclosure of                  
the liens hereby created, and (iii) all rights and remedies                 
which Trustor may have or be able to assert by reason of                    
the laws of the State of Nevada pertaining to the rights                    
and remedies of sureties.  Without limiting the generality                  
of the foregoing, Trustor waives, to the extent permitted                   
by law, all rights (including any rights provided by NRS                    
100.040 and 100.050) to direct the order in which any of                    
the Property shall be sold in the event of any sale or sales                
pursuant hereto and to have any of the Property or any                      
other property now or hereafter constituting security for                   
the indebtedness secured hereby marshaled upon any                          
foreclosure of this Deed of Trust or of any other security                  
for any of such indebtedness.                                               

46.  Construction.  The language in all                       
parts of this Deed of Trust shall be in all cases construed                 
simply according to its fair meaning and not strictly for or                
against any of the parties hereto.  Headings at the                         
beginning of Sections, Subsections, paragraphs and                          
subparagraphs of this Deed of Trust are solely for the                      
convenience of the parties, are not a part hereof and shall                 
not be used in construing this Deed of Trust.  The                          
preamble, any recitals and all exhibits and schedules to                    
this Deed of Trust are part of this Deed of Trust and are                   
incorporated herein by this reference.  When required by                    
the context:  whenever the singular number is used in this                  
Deed of Trust, the same shall include the plural, and the                   
plural shall include the singular; and the masculine gender                 
shall include the feminine and neuter genders and vice                      
versa.  Unless otherwise required by the context (or                        
otherwise provided herein): the words "herein", "hereof"                    
and "hereunder" and similar words shall refer to this                       
Deed of Trust generally and not merely to the provision in                  
which such term is used; the word "person" shall include                    
individual, partnership, corporation, limited liability                     
company, business trust, joint stock company, trust,                        
unincorporated association, joint venture, governmental                     
authority and other entity of whatever nature;  the words                   
"including", "include" or "includes" shall be interpreted                   
in a non-exclusive manner as though the words "but [is]                     
not limited to" or "but without limiting the generality of                  
the foregoing" or "without limitation" immediately                          
followed the same; the word "month" shall mean calendar                     
month; and the term "business day" shall mean any day                       
other than a Saturday, Sunday or legal holiday under the                    
laws of the State of Nevada.  If the day on which                           
performance of any act or the occurrence of any event                       
hereunder is due is not a business day, the time when such                  
performance or occurrence shall be due shall be the first                   
business day occurring after the day on which                               
performance or occurrence would otherwise be due                            
hereunder.  All times provided in this Deed of Trust for                    
the performance of any act will be strictly construed, time                 
being of the essence hereof.                                                

47.  Priority.  This Deed of Trust is                         
intended to have, and retain, priority over all other liens                 
and encumbrances upon the Real Property, excepting                          
only: (i) such Impositions as, at the date hereof, have, or,                
by law, gain, priority over the lien created hereby; (ii)                   
covenants, conditions, restrictions, easements, rights of                   
way and Leases which are of record or are disclosed of                      
record and which, on the date hereof, affect the Real                       
Property and are superior in right to or have priority over                 
this Deed of Trust and (iii) Leases, liens, encumbrances                    
and other matters as to which Beneficiary hereafter                         
expressly subordinates the lien of this Deed of Trust by                    
written instrument in recordable form.  Under no                            
circumstances shall Beneficiary be obligated or required to                 
subordinate the lien hereof to any lien, encumbrance,                       
covenant or other matter affecting the Real Property or                     
any portion thereof.  Beneficiary may, however, at                          
Beneficiary's option, exercisable in its sole and absolute                  
discretion, subordinate the lien of this Deed of Trust, in                  
whole or in part, to any or all Leases, liens,                              
encumbrances or other matters affecting all or any portion                  
of the Real Property, by executing and recording, in the                    
Office of the County Recorder of the county or counties in                  
which the Real Property is located, a unilateral declaration                
of such subordination specifying the Lease, lien,                           
encumbrance or other matter or matters to which this                        
Deed of Trust shall thereafter be subordinate.                              

48.  Amendments.  This Deed of Trust                          
cannot be waived, changed, discharged or terminated                         
orally, but only by an instrument in writing signed by the                  
party against whom enforcement of any waiver, change,                       
discharge or termination is sought.                                         

49.  Financing Statement.  Portions of the                    
Personal Property (and portions of the Real Property) are                   
goods which are or are to become fixtures on or relating                    
to the Real Property.  This Deed of Trust constitutes a                     
financing statement filed as a fixture filing, under NRS                    
104.9402(6) of the Nevada Uniform Commercial Code, in                       
the Official Records of the County Recorder of the County                   
in which the Real Property is located with respect to any                   
and all fixtures included within the term "Property" as                     
used herein and with respect to any goods or other                          
Personal Property that may now be or hereafter become                       
such fixtures.  The address of Beneficiary, the secured                     
party, from which information concerning the security                       
interest granted hereunder may be obtained, is set forth in                 
Section 48, below, and the address of Trustor, the debtor,                  
is set forth in Section 48, below.                                          

50.  Attorney-in-Fact.  Trustor hereby                        
appoints Beneficiary the attorney-in-fact of Trustor to                     
prepare, sign, file and record one or more financing                        
statements; any documents of title or registration, or like                 
papers, and to take any other action deemed necessary,                      
useful or desirable by Beneficiary to perfect and preserve                  
Beneficiary's security interest against the rights or                       
interests of third persons.                                                 

51.  Releases, Extensions, Modifications                      
and Additional Security.                        

(a)  From time to time, Beneficiary may                       
perform any of the following acts without incurring any                     
liability or giving notice to any person, and without                       
affecting the personal liability of any person for the                      
payment of the Secured Obligations (except as provided                      
below), and without affecting the security hereof for the                   
full amount of the Secured Obligations on all Property                      
remaining subject hereto, and without the necessity that                    
any sum representing the value of any portion of the                        
Property affected by the Beneficiary's action be credited                   
on the Secured Obligations:                                                 

(i)     Release any person liable for           
payment of any Secured Obligation;                                  

(ii)    Extend the time for payment, or         
otherwise alter the terms of payment, of any                        
Secured Obligation;                                                 

(iii)   Accept additional real or               
personal property of any kind as security for any                   
Secured Obligation, whether evidenced by deeds of                   
trust, mortgages, security agreements or any other                  
instruments of security; or                                         

(iv)    Alter, substitute or release any        
property securing the Secured Obligations.                          

(b)  From time to time when requested to                      
do so by Beneficiary in writing, Trustee may perform any                    
of the following acts without incurring any liability or                    
giving notice to any person:                                                

(i)     Consent in writing to the making        
of any plat or map of the Property or any part of                   
it;                                                                 

(ii)    Join in granting any easement or        
creating any restriction affecting the Property;                    

(iii)   Join in any subordination or            
other agreement affecting this Deed of Trust or the                 
lien of it or other agreement or instrument relating                
hereto or to the Property or any portion thereof; or                

(iv)    Reconvey the Property or any            
part of it without any warranty.                                    

52.  Exculpation and Indemnification.                         

(a)  Beneficiary shall not be directly or                     
indirectly liable to Trustor or any other person as a                       
consequence of any of the following:                                        

(i)     Beneficiary's exercise of or            
failure to exercise any rights, remedies or powers                  
granted to Beneficiary in this Deed of Trust;                       

(ii)    Beneficiary's failure or refusal to     
perform or discharge any obligation or liability of                 
Trustor under any agreement related to the                          
Property or under this Deed of Trust; or                            

(iii)   Any loss sustained by Trustor or        
any third party resulting from Beneficiary's failure                
to lease the Property, or from any other act or                     
omission of Beneficiary in managing the Property,                   
after an Event of Default, unless the loss is caused                
by the willful misconduct, gross negligence or bad                  
faith of Beneficiary.                                               

To the extent permitted by applicable law, Trustor hereby                   
expressly waives and releases all liability of the types                    
described above, and agrees that no such liability shall be                 
asserted against or imposed upon Beneficiary.                               

(b)  Except for losses caused by the willful                  
misconduct, gross negligence or bad faith of Trustee or                     
Beneficiary, Trustor agrees to indemnify Trustee and                        
Beneficiary against and hold them harmless from all                         
losses, damages, liabilities, claims, causes of action,                     
judgments, court costs, reasonable attorneys' fees and                      
other reasonable legal expenses, cost of evidence of title,                 
cost of evidence of value, and other reasonable costs and                   
expenses which either may suffer or incur:                                  

(i)     In performing any act required          
or permitted by this Deed of Trust or any of the                    
other Loan Documents or by law;                                     

(ii)    Because of any failure of Trustor       
to perform any of Trustor's obligations; or                         

(iii)   Because of any alleged obligation       
of or undertaking by Beneficiary to perform or                      
discharge any of the representations, warranties,                   
conditions, covenants or other obligations in any                   
document relating to the Property other than the                    
Loan Documents.                                                     

This agreement by Trustor to indemnify Trustee and                          
Beneficiary shall survive the release and cancellation of                   
any or all of the Secured Obligations and the full or                       
partial release and/or reconveyance of this Deed of Trust.                  

(c)  Trustor shall pay all amounts arising                    
under the indemnity obligations of this Deed of Trust                       
immediately upon demand by Trustee or Beneficiary.                          

53.  Relationship to Credit Agreement.                        
This Deed of Trust has been executed pursuant to and is                     
subject to the terms of the Credit Agreement executed                       
concurrently herewith and Trustor agrees to observe and                     
perform all provisions contained therein.  If and to the                    
extent of any conflict between the provisions of the Credit                 
Agreement and the provisions of this Deed of Trust, the                     
provisions of this Deed of Trust shall control.                             

54.  Relationship to Security Agreement.                      
Concurrently herewith, Trustor is entering into the                         
Security Agreement with Beneficiary with respect to the                     
Personal Property.  As provided above, the terms of said                    
Security Agreement shall, with respect to the Personal                      
Property and the security interest therein granted hereby,                  
supplement the terms of this Deed of Trust and, if and to                   
the extent of any conflict with the terms hereof applicable                 
to said security interest and Personal Property, shall, to                  
the extent enforceable, control.  Nothing in this Section 44                
shall be deemed or construed, however, to impair the                        
rights of Beneficiary to conduct one or more Trustee's                      
Sales at which real and personal property are sold together                 
pursuant to the laws applicable to the sale of real                         
property.                                                                   

55.  Relationship to Environmental                            
Indemnity.  Trustor has executed an agreement entitled                      
"Environmental Indemnity" dated as of May 30, 1995, for                     
the benefit of the Lenders.  Trustor hereby acknowledges                    
and agrees that, notwithstanding any other provision of                     
this Deed of Trust to the contrary, the obligations of                      
Trustor under such "Environmental Indemnity" agreement                      
shall be unlimited personal obligations of Trustor, the                     
obligations of Trustor under such instrument shall not be                   
secured by this Deed of Trust and shall survive                             
foreclosure under this Deed of Trust, any transfer in lieu                  
thereof, and any satisfaction of the Secured Obligations.                   

56.  Severability.  If any provision in or                    
obligation under this Deed of Trust shall be invalid, illegal               
or unenforceable in any jurisdiction, the validity, legality                
and enforceability of the remaining provisions or                           
obligations, or of such provision or obligation in any other                
jurisdiction, shall not in any way be affected or impaired                  
thereby.                                                                    

57.  Loan Statement Fees.  Trustor shall                      
pay the amount demanded by Beneficiary or its authorized                    
loan servicing agent for any statement requested by                         
Trustor regarding the obligations secured hereby;                           
provided, however, that such amount may not exceed the                      
maximum amount allowed by law at the time request for                       
the statement is made.                                                      

58.  Notices.                                                 

(a)  Methods; Addresses.  All notices,                        
requests and demands to be made hereunder to the parties                    
hereto shall be in writing and shall be given by any of the                 
following means:  (i) personal service; (ii) electronic                     
communication, whether by telex, telegram or telecopying                    
(if confirmed in writing sent by registered or certified,                   
first class mail, return receipt requested); or                             
(iii) registered or certified, first class mail, return receipt             
requested.  Such addresses may be changed by notice to                      
the other parties given in the same manner as provided                      
above.  Any notice, demand or request sent pursuant to                      
clause (i) of this Section shall be deemed received upon                    
such personal service, and if sent pursuant to clause (ii) of               
this Section shall be deemed received upon receipt if sent                  
prior to 5:00 p.m. on a business day, and otherwise shall                   
be deemed received on the next succeeding business day,                     
and, if sent pursuant to clause (iii) of this Section shall be              
deemed received three (3) days following deposit in the                     
mail.                                                                       

To Beneficiary:     Bank of America National Trust            
and Savings Association                                   

 555 South Flower Street
11th Floor        
Los Angeles,          
California  90071                                                           
Attention:  Janice    
Hammond, Vice President                                                     

With a copy to:     Sheppard, Mullin, Richter &               
Hampton           
333 South Hope Street,
48th Floor                                                                  
 Los Angeles, California
90071                                                                       
 Attn:  William M. Scott
IV                                                                          

To Trustor:         Circus and Eldorado Joint                 
Venture           
   430 North Virginia Street
Reno, Nevada 89503    
Attn: General Manager 

To Trustee:         First American Title Company of           
Nevada                      
241 Ridge Street      
Reno, Nevada 89504    
Attn:  Gene T. Turk   

(b)  Reliance on Faxes.  Each party hereto          
(a "Recipient") who receives from another party hereto (a                   
"Sender") by electronic facsimile transmission (telecopier                  
or fax) any writing which appears to be signed by an                        
authorized signatory of that Sender is authorized to rely                   
and act upon that writing in the same manner as if the                      
original signed writing was in the possession of the                        
Recipient upon oral confirmation of that Sender to the                      
Recipient that the writing was signed by an authorized                      
signatory of that Sender and is intended by that Sender to                  
be relied upon by the Recipient.  Each party transmitting                   
any writing to any other party by electronic facsimile                      
transmission agrees to forward immediately to that                          
Recipient, by expedited means (for next day delivery, if                    
possible), or by first class mail if the Recipient so agrees,               
the signed hard copy of that writing, unless the Recipient                  
expressly agrees to some other disposition of the original                  
by the Sender.                                                              

59.  Governing Law.  THIS DEED OF                   
TRUST SHALL BE GOVERNED BY, AND SHALL                                       
BE CONSTRUED AND ENFORCED IN                                                
ACCORDANCE WITH, THE INTERNAL LAWS OF                                       
THE STATE OF NEVADA, WITHOUT REGARD TO                                      
CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO                                     
THE EXTENT THAT APPLICABLE LAW                                              
PROVIDES THAT THE VALIDITY OR                                               
PERFECTION OF THE SECURITY INTEREST                                         
HEREUNDER, OR REMEDIES HEREUNDER, IN                                        
RESPECT OF ANY PARTICULAR COLLATERAL                                        
ARE GOVERNED BY THE LAWS OF A                                               
JURISDICTION OTHER THAN THE STATE OF                                        
NEVADA.                                                                     

60.  Consent to Jurisdiction and Service of         
Process.  ALL JUDICIAL PROCEEDINGS                                          
BROUGHT AGAINST TRUSTOR ARISING OUT OF                                      
OR RELATING TO THIS DEED OF TRUST MAY                                       
BE BROUGHT IN ANY STATE OR FEDERAL                                          
COURT OF COMPETENT JURISDICTION IN THE                                      
STATE OF NEVADA, AND BY EXECUTION AND                                       
DELIVERY OF THIS DEED OF TRUST TRUSTOR                                      
ACCEPTS FOR ITSELF AND IN CONNECTION                                        
WITH ITS PROPERTIES, GENERALLY AND                                          
UNCONDITIONALLY, THE EXCLUSIVE                                              
JURISDICTION OF THE AFORESAID COURTS                                        
AND WAIVES ANY DEFENSE OF FORUM NON                                         
CONVENIENS AND IRREVOCABLY AGREES TO                                        
BE BOUND BY ANY JUDGMENT RENDERED                                           
THEREBY IN CONNECTION WITH THIS DEED OF                                     
TRUST.  Trustor hereby agrees that service of all process                   
in any such proceeding in any such court may be made by                     
registered or certified mail, return receipt requested, to                  
Trustor at its address provided in the Credit Agreement,                    
such service being hereby acknowledged by Trustor to be                     
sufficient for personal jurisdiction in any action against                  
Trustor in any such court and to be otherwise effective                     
and binding service in every respect.  Nothing herein shall                 
affect the right to serve process in any other manner                       
permitted by law.                                                           

61.  Waiver of Jury Trial.  TRUSTOR                 
AND BENEFICIARY HEREBY AGREE TO WAIVE                                       
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL                                     
OF ANY CLAIM OR CAUSE OF ACTION BASED                                       
UPON OR ARISING OUT OF THIS DEED OF                                         
TRUST.  The scope of this waiver is intended to be all-                     
encompassing of any and all disputes that may be filed in                   
any court and that relate to the subject matter of this                     
transaction, including without limitation contract claims,                  
tort claims, breach of duty claims, and all other common                    
law and statutory claims.  Trustor and Beneficiary each                     
acknowledge that this waiver is a material inducement for                   
Trustor and Beneficiary to enter into a business                            
relationship, that Trustor and Beneficiary have already                     
relied on this waiver in entering into this Deed of Trust                   
and that each will continue to rely on this waiver in their                 
related future dealings.  Trustor and Beneficiary further                   
warrant and represent that each has reviewed this waiver                    
with its legal counsel, and that each knowingly and                         
voluntarily waives its jury trial rights following                          
consultation with legal counsel.  THIS WAIVER IS                            
IRREVOCABLE, MEANING THAT IT MAY NOT                                        
BE MODIFIED EITHER ORALLY OR IN WRITING,                                    
AND THIS WAIVER SHALL APPLY TO ANY                                          
SUBSEQUENT AMENDMENTS, RENEWALS,                                            
SUPPLEMENTS OR MODIFICATIONS TO THIS                                        
DEED OF TRUST.  In the event of litigation, this Deed                       
of Trust may be filed as a written consent to a trial by the                
court.                                                                      

62.  Nonforeign Entity.  Section 1445 of            
the Internal Revenue Code of 1986, as amended (the                          
"Code") provides that a transferee of a U.S. real property                  
interest must withhold tax if the transferor is a foreign                   
person.  To inform Beneficiary that the withholding of tax                  
will not be required in the event of the disposition of the                 
Property pursuant to the terms of this Deed of Trust,                       
Trustor hereby certifies, under penalty of perjury, that:                   

(a)  Trustor is not a foreign corporation,          
foreign partnership, foreign trust or foreign estate, as                    
those terms are defined in the Code and the regulations                     
promulgated thereunder; and                                                 

(b)  Trustor's U.S. employer identification         
number is 88-0310787; and                                                   

(c)  Trustor's principal place of business is       
430 North Virginia Street, Reno, Nevada 89503.                              

It is understood that Beneficiary may disclose the contents                 
of this certification to the Internal Revenue Service and                   
that any false statement contained herein could be                          
punished by fine, imprisonment or both.  Trustor                            
covenants and agrees to execute such further certificates,                  
which shall be signed under penalty of perjury, as                          
Beneficiary shall reasonably require.  The covenant set                     
forth herein shall survive the foreclosure of the lien of this              
Deed of Trust or acceptance of a deed in lieu thereof.                      

63.  Counterparts.  This Deed of Trust              
may be executed in any number of counterparts, each of                      
which shall be deemed an original and all of which shall                    
constitute one and the same document with the same effect                   
as if all parties had signed the same signature page.  Any                  
signature page and acknowledgment page of this Deed of                      
Trust may be detached from any counterpart of this Deed                     
of Trust and reattached to any other counterpart of this                    
Deed of Trust identical in form hereto but having attached                  
to it one or more additional signature and acknowledgment                   
pages.                                                                      

[SIGNATURES ON NEXT PAGE]   

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IN WITNESS WHEREOF, Trustor has                     
executed this instrument as of the day and year first above                 
written.                                                                    

TRUSTOR:                                                                    

CIRCUS AND ELDORADO JOINT VENTURE,                                          
a Nevada general partnership                                                

By:  GALLEON, INC.                                                          
Its: Managing Partner                                                       

By:    Glenn Schaeffer                                        

Title: President                                              

By: ELDORADO LIMITED LIABILITY COMPANY                                      
Its:  General Partner                                                       

By:  ELDORADO RESORTS LLC                                               
Its: Manager                                                            

By:    Donald Carano                                              

Title:                                                            

By:    EXECUTIVE COMMITTEE                                                  

By:  Gary Carano                                                  

Title: General Manager                                            

By: Bruce Sexton                                                  

Title: Director of Finance and Administration                 

EXHIBIT A     

Legal Description                                                               

THE LAND REFERRED TO HEREIN IS                                
SITUATED IN THE COUNTY OF WASHOE,                             
STATE OF NEVADA, AND IS DESCRIBED AS                          
FOLLOWS:                                                      

PARCEL 1:                                                                       

Beginning at the intersection of the Southern line of         
West Fifth Street with the Western line of North              
Virginia Street; thence Southerly along said Western          
line of North Virginia Street, 88.00 feet; thence             
Westerly parallel with the Northern line of West              
Fourth Street 140.00 feet to the Eastern line of alley;       
thence Northerly along the last mentioned line 88.00          
feet to said Southern line of West Fifth Street; thence       
Easterly along said Southern line of West Fifth               
Street, 140.00 feet to the point of beginning.                

PARCEL 2:                                                                       

Beginning at the intersection of the West line of             
North Virginia Street with the North line of Lot 10           
in Block "B" of ORIGINAL TOWN, NOW CITY                       
OF RENO, according to the map thereof, filed in the           
office of the County Recorder of Washoe County,               
State of Nevada, on June 27,  1871;  thence                   
Northerly along the Westerly line of North Virginia           
Street, 12 feet, more or less, to the Southeast corner        
of the parcel of land described in the deed to Ivanhoe        
Corporation of record in Book 453, File No.                   
278019, Deed Records; thence Westerly along the               
Southern line of said Ivanhoe Corporation parcel 140          
feet to the Easterly line of an alley; thence Southerly       
along the last mentioned line, 12 feet, more or less,         
to the Northwest corner of said Lot 10; thence                
Easterly to the point of beginning.                           

PARCEL 3:                                                                       

Lots 10, 11, 12 and the North 13 feet of Lot 13 in            
Block "B" of ORIGINAL TOWN, NOW CITY OF                       
RENO, according to the map thereof, filed in the              
office of the County Recorder of Washoe County,               
State of Nevada, on June 27, 1871.                            

PARCEL 4:                                                                       

The Northerly 9.25 feet of Lot 3 and all of Lots 4,           
5, 6, 7 and 8 in Block "B" of ORIGINAL TOWN,                  
NOW CITY OF RENO, according to the map                        
thereof, filed in the office of the County Recorder of        
Washoe County, State of Nevada, on June 27, 1871.             

ALSO a parcel of land bounded on the South by the             
Southern line of the 40 foot alley as laid out on the         
map of the Town, now City of Reno, in said Block              
"B", bounded on the West by the Eastern line of               
North Sierra Street, bounded on the North by the              
Southern line of West Fifth Street and bounded on             
the East by the Western line of the 20 foot alley             
running Northerly and Southerly through said Block            
"B".                                                          

PARCEL 5:                                                                       

The South 37 feet of Lot 13 in Block "B" of the               
"ORIGINAL TOWN, NOW CITY OF RENO",                            
according to the official map thereof, filed in the           
office of the County Recorder of Washoe County,               
State of Nevada, on June 27, 1871.                            

PARCEL 6:                                                                       

Lot 14 in Block B of ORIGINAL TOWN, NOW                       
CITY OF RENO, according to the map thereof, filed             
in the office of the County Recorder of Washoe                
County, State of Nevada, on June 27, 1871.                    

PARCEL 7:                                                                       

The West forty (40) feet of Lot Fifteen (15) in Block         
"B" fronting forty (40) feet on the North line of             
Fourth Street, as designated on the official map of           
said City of Reno, Nevada, on file and of record in           
the office of the County Recorder in and for the said         
County of Washoe; the property hereby conveyed                
being the same property described in a Deed from              
May J. A. Nadon and others to Dale V. Clanton,                
dated November 18, 1920, and filed for record on              
the 29th day of November,  1920,  in the office of            
the County Recorder in and for the County of                  
Washoe, and therein recorded in Book 56 of Deeds,             
at Page 440.                                                  

PARCEL 8:                                                                       

The East 100 feet of Lot 15 in Block B of original            
town, now City of Reno, according to the map                  
thereof, filed in the office of the County Recorder of        
Washoe County, State of Nevada, on June 27, 1871.             

PARCEL 9:                                                                       

All of Lots 1 and 2, and the South 40.75 feet of Lot          
3 in Block B of the ORIGINAL TOWN, NOW                        
CITY OF RENO, according to the map thereof, filed             
in the office of the County Recorder of Washoe                
County, State of Nevada, on June 27, 1871.                    

PARCEL 10:                                                                      

The South 20 feet of Lot 10, and all of Lots 11, 12,          
13, 14, 15 and 16, in Block A, of ORIGINAL                    
TOWN, NOW CITY OF RENO, according to the                      
map thereof, filed in the office of the County                
Recorder of Washoe County, State of Nevada, on                
June 27, 1871.                                                

TOGETHER WITH the East 1/2 of the North-South                 
alley running through said Block A, immediately               
adjoining Lots 11, 12, 13, 14, 15 and 16 on the               
West,  and more particularly described in those               
certain Orders of Abandonment recorded January 19,            
1977 in Book 1044, Page 521 as Document No.                   
445058, and recorded November 14, 1985 in Book                
2251, Page 933 as Document No. 1034253 of                     
Official Records.                                             

PARCEL 11:                                                                      

The East 78 feet of Lot 9 and the East 78 feet of the         
North 30 feet of Lot 10 in Block A of the                     
ORIGINAL TOWN, NOW CITY OF RENO,                              
according to the Official Map thereof, filed in the           
office of the County Recorder of Washoe County,               
State of Nevada, on June 27, 1871.                            

Together with that portion of the vacated alley lying         
Southerly of the Southerly line of West Fifth Street          
and Westerly of the Westerly line of North Sierra             
Street adjoining said Lot 9 at its most Northeasterly         
corner.                                                       

PARCEL 12:                                                                      

A portion of the Southwest 1/4 of the Northeast 1/4           
of Section 11, Township 19 North, Range 19 East,              
M.D.B&M., lying and being in the City of Reno,                
County of Washoe,  State  of  Nevada,  and more               
particularly described as follows:                            

The Westerly 74 feet of Lot 9 and the Westerly 74             
feet of the North 30 feet of Lot 10, all in Block A of        
the ORIGINAL TOWN, NOW CITY OF RENO,                          
according to the official map thereof, filed in the           
office of the County Recorder of Washoe County,               
State of Nevada, on June 27, 1871.                            

PARCEL 13:                                                                      

BEGINNING at the Northeast corner of Lot 8, Block             
A, as shown on the official plat of the town, now             
City of Reno, Nevada, filed in the office of the              
County Recorder of Washoe County, Nevada, on                  
June 27, 1871; thence Southerly along the Easterly            
lines of Lots 8 and 7 of said Block A to the                  
Southeast corner of Lot 7; thence Westerly along the          
Southerly line of Lot 7 and the Southerly line of Lot         
7 projected to its intersection with the Easterly line        
of West Street; thence Northerly along the Easterly           
line of West Street to the Southerly line of West             
Fifth Street; thence Easterly along the Southerly line        
of West Fifth Street to the point of beginning.               

PARCEL 14:                                                                      

Lots 1, 2, 3, 4, 5, 6, in Block A, of ORIGINAL                
TOWN, NOW CITY OF RENO, according to the                      
map thereof, filed in the office of the County                
Recorder of Washoe County, State of Nevada, on                
June 27, 1871, together with that parcel immediately          
adjoining Lots 5 and 6 on the West, that is more              
particularly described as follows:                            

BEGINNING at the Northeasterly corner of Lot 6, in            
Block A of ORIGINAL TOWN, NOW CITY OF                         
RENO, according to the map thereof, filed in the              
office of the County Recorder of Washoe County,               
State of Nevada, on June 27, 1871; thence Southerly           
along the Easterly line  of  said Lots  5  and  6,  in        
Block A,  100  feet  to  the Southeasterly corner             
thereof; thence Westerly along the Southerly line of          
said Lot 5 and the Southerly line of Lot 5 extended           
Westerly to the Easterly line of West Street, as now          
located in the City of Reno, a distance of 140 feet;          
thence Northerly along the Easterly line of West              
Street 100 feet to a point which would be intersected         
by a line extended Westerly from the Northeasterly            
corner of said Lot 6 and along the Northerly line of          
said Lot 6; thence Easterly and along said line and           
the Northerly line of said Lot 6, a distance of 140           
feet to the Northeasterly corner of said Lot 6, the           
point of beginning; said premises being Lots 5 and 6          
in Block A of the TOWN OF RENO, according to                  
the map above mentioned, and that portion of the 40           
foot alley around the Town of Reno, according to the          
map above mentioned, lying Westerly of Lots 5 and             
6 and East of the East line of West Street, as now            
located and between the Northerly and Southerly line          
of said Lots 5 and 6 if said lines were extended              
Westerly to the Easterly line of West Street as now           
located.                                                      

TOGETHER WITH the West one-half of the                        
North-South alley running through said Block A,               
immediately adjoining said LOTS 1, 2, 3, 4, 5 and 6           
on the East, and more particularly described in those         
certain Orders of Abandonment recorded January 19,            
1977 in Book 1044, Page 521 as Document No.                   
445058, and recorded on November 14, 1985 in                  
Book 2251, Page 533 as Document No. 1034253,                  
Official Records, Washoe County, State of Nevada.             

PARCEL 15:                                                                      

All that certain 20.0 ft. wide alley connecting West          
Fourth Street with West Fifth Street, Reno, Nevada,           
lying within Block B of the original Town, now City           
of Reno, according to the map thereof, filed in the           
Office of the Washoe County Recorder on June 27,              
1871, and within Block B of the Evans North                   
Addition, according to the map thereof, filed in the          
office of the Washoe County Recorder on December              
16, 1879.                                                     

PARCEL 16:                                                                      

All that certain 20.0 ft. wide alley lying between            
Lots 7, 8, 9 and 10 of Block A of the Original                
Town, now City of Reno, according to the map                  
thereof, filed in the office of the Washoe County             
Recorder on June 27, 1871.                                    

PARCEL 17: (Air Rights Only)                                                    

All that certain piece or parcel of land located within       
a portion of the Northeast 1/4 of Section 11,                 
Township 19 North, Range 19 East, M.D.B.&M.                   
more particularly described as follows:                       

That certain air space located above Sierra Street            
commencing at an elevation of 4,521 and extending             
vertically 32 feet to an elevation of 4,553 feet, which       
height is measured from the finished floor elevation          
of the Silver Legacy Casino at 4,503 feet, and                
located directly over that certain parcel of real             
property described as follows:                                

Commencing at the Southwest corner of Block B                 
Reno Townsite as shown on Record-of-Survey 2665,              
recorded January 27, 1994,                                    

thence North 13degrees 48'48" West 97.13 feet to the True     
Point of Beginning                                            

thence North 13 degrees 48'48" West 223.17 feet               

thence South 76 degrees 11'12" West 80.00 feet                

thence South 13 degrees 48'48" East 223.17 feet               

thence North 76 degrees 11'12" East 80.00 feet to the True    
Point of Beginning                                            

PARCEL 18: (Subterranean Rights Only)                                           

All that certain piece or parcel of land located within       
a portion of the Northeast 1/4 of Section 11,                 
Township 19 North, Range 19 East, M.D.B.&M.                   
more particularly described as follows:                       

That certain subterranean space located beneath               
Sierra Street commencing at an elevation of 4,480             
and extending vertically 20 feet to an elevation of           
4,500 feet, which height is measured from the                 
finished floor elevation of the Silver Legacy Casino          
at 4,503 feet,  and located directly below that certain       
parcel of real property described as follows:                 

Commencing at the Southwest corner of Block B                 
Reno Townsite as shown on Record-of -Survey                   
2665, recorded January 27, 1994,                              

thence North 13 degrees 48'48" West 181.05 feet to the        
True Point of Beginning                                       

thence North 13 degrees 48'48" West 24.33 feet                

thence South 76 degrees 11'12" West 80.00 feet                

thence South 13 degrees 48'48" East 24.33 feet                

thence North 76 degrees 11'12" East 80.00 feet to the True    
Point of Beginning                                                              

EXCEPTING THEREFROM the above Parcels 1                       
through 18, all those certain parcels as conveyed to          
THE CITY OF RENO, a Nevada municipal                          
corporation, by Deed of Dedication recorded March             
9, 1995 in Book 4259, Page 956 as Document No.                
1876631 of Official Records, and as amended by                
Deed of Dedication recorded May 5, 1995 in Book               
4297, Page 667 as Document No. 1891266 of                     
Official Records.                                             

Part II:                                                                        

PARCEL 19:                                                                      

Together with the reciprocal easement rights, as              
contained in those certain Bridge Easements dated             
May ___, 1995 by and between CIRCUS AND                       
ELDORADO JOINT VENTURE, a Nevada general                      
partnership and CIRCUS CIRCUS CASINO, INC.,                   
a Nevada corporation and ELDORADO HOTEL                       
ASSOCIATES LIMITED PARTNERSHIP, a                             
Nevada limited partnership, recorded May __ 1995              
as Document Numbers _________________ and                     
_________________ Official Records, Washoe                    
County, Nevada.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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