FORBEARANCEAGREEMENT; WAIVER; AND FIRST AMENDMENT TO THE CREDIT AGREEMENT

Collateralized) and the denominator of which is the sum of such numerator plus the aggregate principal amount of then outstanding Term Loans, and (y) the amount to be applied pursuant to preceding clause (ii) to equal the aggregate amount to be so prepaid multiplied by a fraction the numerator of which is the aggregate principal amount of then outstanding Term Loans and the denominator of which is the same as the denominator described in preceding clause (x).  On and after the Borrower Forbearance Termination Date, cash payments shall be applied in accordance with the requirements of the Cash Collateral Stipulation.

(c)             Cooperation and Access.  The Borrower shall cooperate reasonably and in good faith with the Administrative Agent, Blackstone Advisory Services, L.P. (together with any successor or replacement selected by the Administrative Agent or its counsel, the “Lender Financial Advisor”) and such other professional advisors retained from time to time by the Administrative Agent, in providing access to the Loan Parties’ books and records, other information relating to their business and financial affairs, properties and senior management team upon reasonable prior notice, during regular business hours and for reasonable durational periods. Notwithstanding the foregoing, the Lender Financial Advisor shall not have access to any area or information with respect to which such access is prohibited or restricted by applicable Gaming Laws, nor shall the Lender Financial Advisor have access to marketing or patron tracking data or other similar trade secret data that is not relevant to measurement of the financial performance of the Borrower or its Subsidiaries and joint ventures.

(d)            Financial and Other Information.  In addition to the financial statements and other reports required to be provided under the Credit Agreement, the Borrower shall deliver to the Administrative Agent:

(i)              on Wednesday (or the immediately succeeding Business Day if Wednesday is not a Business Day) of each week (commencing with the week of March 9, 2009), a rolling 13-week consolidated cash flow forecast of the Borrower and its Restricted Subsidiaries, in the form set forth on Exhibit C (the “13-Week Cash Flow Forecast”), with each delivery of the 13-Week Cash Flow Forecast to be deemed to be a representation by the Borrower that such 13-Week Cash Flow Forecast has been prepared based upon good faith estimates and assumptions that the Borrower believes were reasonable at the time made (it being understood and agreed that such 13-Week Cash Flow Forecast is not to be viewed as fact and that actual results during the period or periods covered thereby may differ from such projected results) and to be accompanied by a certification of the chief financial officer or such other financial officer that is a Responsible Officer that such 13-Week Cash Flow Forecast has been prepared based upon good faith estimates and assumptions that the Borrower believes were reasonable at the time made (it being understood and agreed that such 13-Week Cash Flow Forecast is not to be viewed as fact and that actual results during the period or periods covered thereby may differ from such projected results);

(ii)           on Wednesday (or the immediately succeeding Business Day if Wednesday is not a Business Day) of each week (commencing with the week of March 9, 2009), a variance report showing on a line item basis the percentage and dollar variance of actual cash disbursements and cash receipts for the prior week from the amounts set forth for such week in the applicable 13-Week Cash Flow Forecast; and

(iii)        as soon as available and in any event within thirty (30) days (or, in the case of the MD&A referred to below, forty (40) days) after the end of each month ending after the Forbearance Effective Date, the unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of such month and the related unaudited consolidated statements of income of the Borrower and its Restricted Subsidiaries for such month and for the portion of the Borrower’s fiscal year then elapsed, setting forth in respect of the consolidated

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statements of income in comparative form the corresponding figures for the preceding fiscal year and commencing with the financial statements for the month ended February 28, 2009, the corresponding projected statements of income set forth in the Long-Term Business Plan, together with a CAO Certification and, with respect to the last month of each fiscal quarter, MD&A with respect to the foregoing.

(e)             Draft of Long-Term Business Plan.  The Borrower shall deliver a long-term business plan approved by the Borrower’s Board of Directors (the “Long-Term Business Plan”) to the Administrative Agent by no later than March 1, 2009, which shall include (i) forecasted consolidated balance sheets (assuming a static capitalization) and forecasted consolidated statements of income and cash flows of the Borrower and its Restricted Subsidiaries for the next succeeding three fiscal years and (ii) forecasted consolidated statements of income and cash flows of the Borrower and its Restricted Subsidiaries for each month of the fiscal year ending in 2009.

(f)               Prohibition on Assignments and Participations.  From and after the Forbearance Effective Date, the Credit Parties, the Equity Investors, the Permitted Holders and each of their respective Affiliates shall be prohibited from purchasing (by assignment, participation or otherwise), in whole or in part, any Commitment, Loan, Letter of Credit or any other Obligation.

(g)            Subordinated Indebtedness Payments.  The Borrower shall give the Administrative Agent 5 Business Days’ prior notice of its intent to make any payment (including any payment of interest) with respect to any Existing Notes or any other Junior Financing (the “Payment Notice”).

(h)            Restrictions on Cure Rights; Accordion.  Notwithstanding anything in the Credit Agreement to the contrary, the Borrower shall not, directly or indirectly, (x) exercise any “equity cure right” described in Section 8.05 of the Credit Agreement, or (y) request, effect or incur any Revolving Commitment Increase or any Incremental Term Loans pursuant to Section 2.14 of the Credit Agreement.

(i)                Additional Restrictions.  Notwithstanding anything in the Credit Agreement to the contrary (but subject to the additional restrictions in the immediately succeeding sentence), from and after Forbearance Effective Date, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, (A) incur any Indebtedness, (B) create or incur any new Liens, (C) make any Investments, (D) make any Restricted Payments, or (E) consummate any Disposition, except, in the case of each such clause, in the ordinary course of business; provided, however, that the Borrower and its Restricted Subsidiaries shall in any event be permitted to (x) incur Indebtedness permitted under Sections 7.03(f), (m), (o), (p) and (q) of the Credit Agreement and (y) create or incur Liens permitted under Sections 7.01(c), (d), (e), (f), (g), (l) and (t) of the Credit Agreement.  Furthermore, from and after the Forbearance Effective Date, (i) the Borrower and its Restricted Subsidiaries may not take any action that would be prohibited by the express terms of the Credit Agreement at any time while a Default or Event of Default is in existence, (ii) no payments of the type described in Section 7.08(m) of the Credit Agreement may be made to the Holding Company or the Equity Investors, (iii) the Borrower and its Restricted Subsidiaries shall not enter into, or commit to enter into, any Permitted Acquisition or sale-leaseback transaction, (iv) the Borrower may not designate any Restricted Subsidiary as an “Unrestricted Subsidiary” or an “Immaterial Subsidiary” pursuant to Section 6.14 of the Credit Agreement, (v) no payments of the type described in Sections 7.08(f) and (h) of the Credit Agreement may be made to employees or principals of the Equity Investors providing services to the Borrower (including in their capacity as members of the Borrower’s Board of Directors); provided, however, that the payment of reasonable out-of-pocket costs of and provisions of indemnities to such persons shall continue to be permitted as provided in Section 7.08(h) of the Credit Agreement and (vi) no Restricted Subsidiary shall make any Investment in, or Restricted Payment or Disposition to, the Borrower, except for (x) at any time prior to the entry of the Cash Collateral Stipulation by the appropriate bankruptcy court, Investments in

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the Borrower in the ordinary course of business and consistent with past practices and (y) at any time on and after the entry of the Cash Collateral Stipulation by the appropriate bankruptcy court, Investments and/or Restricted Payments permitted by the Cash Collateral Stipulation.

(j)                Fees and Expenses.  The Borrower and, if the Borrower is prohibited from doing so by Applicable Law, the Guarantors shall pay within 10 days of receipt of an invoice therefor (subject to redaction to protect privileges or other confidential communications) all reasonable fees and expenses to be paid to White & Case LLP and the Lender Financial Advisor.

(k)             Special Guarantor Covenants. The Guarantors hereby (i) reaffirm their guaranty of the due and punctual payment of the Obligations (as defined in the Guaranty) when the same come due (whether before or after the Borrower Forbearance Termination Date) pursuant to the Guaranty, (ii) reaffirm their covenants and agreements in Section 2.11 of the Guaranty (to which they shall be bound both before and after the Borrower Forbearance Termination Date), and (iii) covenant and agree (without limiting the generality of the foregoing) at all times on and after the Borrower Forbearance Termination Date to perform and comply with all terms, covenants and agreements contained in this Forbearance Agreement and Articles II and III of the Credit Agreement directly applicable to the Borrower as if the same were directly applicable to the Guarantors.

(l)                Modification of Bank Solicitation.  If the Initial Existing Notes Forbearance and/or the Additional Existing Notes Forbearance are obtained, the Borrower shall cause the Bank Solicitation Statement to be modified to extend the “voting deadline” described therein for the Requisite Lenders to March 16, 2009.

(m)          Filing of Chapter 11 Cases. If the Borrower elects to commence a Borrower Chapter 11 Case or the Holding Companies elect to commence a Holding Company Chapter 11 Case, the Borrower and the Holding Companies shall cause the Borrower Chapter 11 Case and all Holding Company Chapter 11 Cases to be commenced on the same day.

SECTION 5.                                Representations, Warranties And Covenants Of The Borrower and The Other Credit Parties.

To induce the Lenders and the Administrative Agent to execute and deliver this Forbearance Agreement, each of the Borrower and the other Credit Parties represents, warrants and covenants that:

(a)             Organization and Powers. Each Credit Party (a) is a corporation, limited liability company or limited partnership, duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under this Forbearance Agreement, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders, and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)            Authorization of Agreement; No Conflict. The execution, delivery and performance by each Credit Party of this Forbearance Agreement is within such Credit Party’s corporate or other powers, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Credit Party’s Organization Documents, (b) conflict

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with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (i) (x) any Existing Notes Documentation or (y) any other Contractual Obligation to which such Credit Party is a party or affecting such Credit Party or the properties of such Credit Party or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (c) violate any material Law.

(c)             Governmental Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Credit Party of this Forbearance Agreement or (b) the exercise by the Administrative Agent or any Lender of its rights under this Forbearance Agreement, except for those approvals, consents, exemptions, authorizations or other actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect.

(d)            Binding Obligation. This Forbearance Agreement has been duly executed and delivered by each Credit Party.  This Forbearance Agreement constitutes a legal, valid and binding obligation of such Credit Party, enforceable against each such Credit Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(e)             Incorporation of Representations and Warranties and Covenants from Loan Documents. Except with respect to the Potential Pre-Forbearance Defaults and the Permitted Exceptions, the representations and warranties contained in the Credit Agreement and each of the other Loan Documents are and will be true, correct and complete in all material respects on and as of the Forbearance Effective 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 they were true, correct and complete in all material respects on and as of such earlier date, and each of the agreements and covenants in the Credit Agreement and the other Loan Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.

(f)               Absence of Default.  As of the Forbearance Effective Date, (x) after giving effect to the Limited Waiver, no Default or Event of Default has occurred or is continuing under the Credit Agreement or any other Loan Document and (y) except solely with respect to the Specified Events described in item (ii) of Exhibit A as to the 6-1/2% Senior Subordinated Notes and the 7.75% Senior Notes, no “Default” or “Event of Default” (as those terms are defined in the Existing Notes Indentures) has occurred or is continuing in respect of the Existing Notes.

(g)            Collateral. The Lenders’ and the Administrative Agent’s security interests in the Collateral (to the extent required pursuant to the Collateral and Guaranty Requirement) continue to be valid, binding, and enforceable first-priority security interests which secure the Obligations (subject only to the Permitted Liens).

(h)            Plan. The Borrower acknowledges and agrees that if any equity commitment letter attached as Exhibit G to the Credit Facilities Term Sheet is terminated, rescinded, revoked or otherwise modified without the prior written consent of the Administrative Agent, the Plan shall be immediately deemed withdrawn and all “ballots” (as described in the Bank Solicitation Statement) submitted prior thereto (and the Plan support provisions contained therein) shall be deemed null and void and given no further force and effect.

SECTION 6.                                Ratification of Liabilities, etc.. (a) Each of the Borrower and the other Credit Parties hereby ratifies and reaffirms all of its payment and performance obligations and obligations to

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indemnify, contingent or otherwise, under this Forbearance Agreement and each other Loan Document to which such Person is a party, and each such party hereby ratifies and reaffirms its grant of Liens on its properties pursuant to such Loan Documents to which it is a party as security for the Obligations, and confirms and agrees that such Liens hereafter secure all of the Obligations.  Each Guarantor acknowledges the effectiveness and continuing validity of the Guaranty and its liability for the Obligations pursuant to the terms of the Guaranty and that such Obligations are without defense, setoff and counterclaim.

(b)                                 Each Credit Party (i) acknowledges receipt of a copy of this Forbearance Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Loan Documents, (iii) agrees and acknowledges that each of the Loan Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Loan Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Loan Documents to which it is a party.

SECTION 7.                            Reference To And Effect Upon The Credit Agreement.  (a) Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lenders and the Administrative Agent and all of the Obligations, shall remain in full force and effect.  Each of the Borrower and the other Credit Parties hereby confirms that no such party has any right of setoff, recoupment or other offset with respect to any of the Obligations.

(b)            Except as expressly set forth herein, the effectiveness of this Forbearance Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Forbearance Effective Date, (ii) create any obligation to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Documents, (iv) amend, modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, remedy, power or privilege of the Lenders and/or the Administrative Agent, (v) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, or (vi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument.  Except as expressly set forth herein, each of the Administrative Agent and each Lender reserves all of its rights, remedies, powers and privileges under the Credit Agreement, the other Loan Documents, applicable law and/or equity. All of the provisions of the Credit Agreement and the other Loan Documents are hereby reiterated, and if ever waived (other than pursuant to the Limited Waiver or hereafter in writing), are hereby reinstated.  Notwithstanding any other provision in this Forbearance Agreement, it is understood and agreed that during the Borrower Forbearance Period, notwithstanding the Borrower’s inability to make the statements required by Section 4.02 of the Credit Agreement (or in any Request for Credit Extension required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of this Forbearance Agreement, but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) hereof (including the Cash Collateralization of Letters of Credit), any L/C Issuer may issue, renew, extend or replace Letters of Credit and the Borrower shall be permitted to incur L/C Borrowings (and the Revolving Credit Lenders agree to make such L/C Advances), provided that the Revolving Credit Exposure of the Revolving Credit Lenders is not increased after giving effect to such issuance, renewal, extension or replacement of any such Letter of Credit or the incurrence of such L/C Borrowings.

(c)             From and after the Forbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the

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Credit Agreement, and (ii) the term “Loan Document” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Forbearance Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith.

(d)            This Forbearance Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

SECTION 8.                                The Borrower’s Release and Duty to Indemnify for Assigned Claims.  By its execution hereof and in consideration of the mutual covenants contained herein and other accommodations granted to the Credit Parties hereunder, each Credit Party, on behalf of itself and each of its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may have or allege to have as of the date of this Forbearance Agreement (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any Lender that has executed this Forbearance Agreement (other than a Non-Funding Lender), their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the “Released Parties”) arising out of this Forbearance Agreement, the Credit Agreement, the other Loan Documents, the Credit Facilities Term Sheet, the Bank Solicitation Statement and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties (other than a Non-Funding Lender) hereunder or under the Loan Documents.  Each Credit Party hereby acknowledges that the agreements in this Section 8 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims.  In entering into this Forbearance Agreement, each Credit Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof.  Notwithstanding the foregoing, (x) no Non-Funding Lender shall have any rights or benefits under this Section 8 and none of the releases, waivers or other assurances provided by the Credit Parties shall apply to any Claims of the Credit Parties against Non-Funding Lenders, who shall remain fully liable for their obligations to the Credit Parties thereunder and (y) nothing set forth in this Section 8 is intended to, nor shall anything set forth in this Section 8 be construed to, release any Claim that any Credit Party may hold against any Released Party in its capacity as a lender, adviser or agent under: (i) the Casino Sale Leaseback Transaction, (ii) the CMBS Facility and CMBS Loan Documents, including the loans made thereunder, (iii) Land Loan Documents, including the loans made thereunder, or (iv) the Head Office Sale Leaseback Transaction.  The provisions of this paragraph shall survive the termination or expiration of each Applicable Forbearance Period and the termination of the Loan Documents and the payment in full of all Obligations of the Credit Parties under or in respect of the Credit Agreement and other Loan Documents and all other amounts owing thereunder.

SECTION 9.                                Construction.  This Forbearance Agreement and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the parties hereto. Neither the provisions of this Forbearance Agreement or any such other agreements and documents nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Forbearance Agreement or such other agreements and documents, or based on any other rule of strict construction.  Each of the parties hereto

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represents and declares that such party has carefully read this Forbearance Agreement and all other agreements and documents executed in connection therewith, and that such party knows the contents thereof and signs the same freely and voluntarily.  The parties hereto acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Forbearance Agreement and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect.

SECTION 10.                          Counterparts.  This Forbearance Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Forbearance Agreement by delivering by facsimile or other electronic transmission a signature page of this Forbearance Agreement signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature.

SECTION 11.                          Severability.  The invalidity, illegality, or unenforceability of any provision in or obligation under this Forbearance Agreement in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Forbearance Agreement or of such provision or obligation in any other jurisdiction.

SECTION 12.         Further Assurances.  The Borrower and each other Credit Party agrees to, and to cause any other Credit Party to, take all further actions and execute all further documents as the Administrative Agent may from time to time reasonably request to carry out the transactions contemplated by this Forbearance Agreement and all other agreements executed and delivered in connection herewith. Any failure to comply with the agreements in this Section 12 shall be an Event of Default for all purposes of the Credit Agreement if such failure has not been remedied or waived within 5 Business Days after the Borrower’s receipt of notice from the Administrative Agent.

SECTION 13.                          Section Headings.  Section headings in this Forbearance Agreement are included herein for convenience of reference only and shall not constitute part of this Forbearance Agreement for any other purpose.

SECTION 14.                          Notices.  All notices, requests, and demands to or upon the respective parties hereto shall be given in accordance with the Credit Agreement.

SECTION 15.                          Governing Law. This Forbearance Agreement and the rights and obligations of the parties under this Forbearance Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 16.                          Acknowledgements.  Each Credit Party hereby acknowledges that:

(a)             it has carefully read and fully understood all of the terms and conditions of this Forbearance Agreement;

(b)            it has consulted with, or had a full and fair opportunity to consult with, and has been advised by fully competent counsel in the negotiation, execution and delivery of this Forbearance Agreement;

(c)             it has had a full and fair opportunity to participate in the drafting of this Forbearance Agreement and that no provision of this Forbearance Agreement shall be construed against or

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interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of any party hereto having or being deemed to have structured, dictated or drafted such provision;

(d)            it is freely, voluntarily, knowingly and intelligently entering into this Forbearance Agreement;

(e)             none of the Lenders or the Administrative Agent has a fiduciary relationship to any Credit Party, and the relationship between the Administrative Agent and the Lenders, on the one hand, and the Credit Parties, on the other, is solely that of creditor and debtor; and

(f)               no joint venture exists among the Credit Parties, the Administrative Agent and the Lenders.

SECTION 17.                          Effectiveness.  This Forbearance Agreement shall become effective at the time (the “Forbearance Effective Date”) that all of the following conditions precedent have been satisfied as determined by the Administrative Agent in its sole discretion:

(a)             Agreement. The Administrative Agent shall have received duly executed signature pages for this Forbearance Agreement signed by the Borrower, each other Credit Party, the Required Lenders and the Revolving Credit Lenders (which shall be at least three in number) holding more than 50% of the Revolving Credit Commitments.

(b)            Due Authorization. The Administrative Agent shall have received resolutions from each Credit Party evidencing the corporate or similar authority of such Credit Party to execute, deliver and perform its obligations under this Forbearance Agreement and, as applicable, all other agreements and documents executed in connection therewith.

(c)             Accuracy of Representations. The representations and warranties contained in Section 5 of this Forbearance Agreement are and will be true, correct and complete in all material respects on and as of the Forbearance Effective 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 they were true, correct and complete in all material respects on and as of such earlier date.

(d)            Opinions.  The Administrative Agent shall have received opinions of counsel to the Credit Parties as to the transactions contemplated hereby in form and substance reasonably acceptable to the Administrative Agent.

(e)             Designated Senior Indebtedness.  The Borrower shall have designated the Designated Obligations as “Designated Senior Indebtedness” pursuant to an Officer’s Certificate (as defined in each of the Existing Senior Subordinated Notes Indentures) of the Borrower and delivered the same to the trustee under each Existing Senior Subordinated Notes Indenture.

(f)               L/C Cash Collateral. The Borrower shall have Cash Collateralized all L/C Obligations (in an amount equal to the Outstanding Amount thereof) in the manner contemplated by Section 2.03(g) (without regard to whether such Cash Collateralization is expressly required by such Section on the date hereof).

(g)            Other Fees.  The Borrower shall have paid (x) all the reasonable fees, expenses and disbursements of White & Case LLP, the Lender Financial Advisor and a single legal counsel to

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each Lender which delivers its original or facsimile signature page to this Forbearance Agreement to the Administrative Agent or its designee no later than 5:30 p.m. (New York City time) on February 27, 2009, and for which invoices (subject to redaction to protect privileges or other confidential communications) have been presented to the Borrower and (y) an “evergreen” retainer of $250,000 to White & Case LLP.

SECTION 18.                          Assignments; No Third Party Beneficiaries.  This Forbearance Agreement shall be binding upon and inure to the benefit of the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and their respective successors and assigns; provided, that neither the Borrower nor any other Credit Party shall be entitled to delegate any of its duties hereunder and shall not assign any of its rights or remedies set forth in this Forbearance Agreement without the prior written consent of the Administrative Agent in its sole discretion. No Person other than the parties hereto and their permitted successors and assigns, shall have any rights hereunder or be entitled to rely on this Forbearance Agreement and all third-party beneficiary rights are hereby expressly disclaimed.

SECTION 19.                          Amendments.  This Forbearance Agreement constitutes a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents.  No provision of this Forbearance Agreement may be amended, modified, waiver or supplemented, except as provided in Section 10.01 of the Credit Agreement.

SECTION 20.                          Final Agreement.  This Forbearance Agreement, the Credit Agreement, the other Loan Documents, and the other written agreements, instruments, and documents entered into in connection herewith and therewith (collectively, the “Credit Support Documents”) set forth in full the terms of agreement between the parties hereto and thereto and are intended as the full, complete, and exclusive contracts governing the relationship between such parties, superseding all other discussions, promises, representations, warranties, agreements, undertakings and understandings between the parties with respect thereto.  No term of the Credit Support Documents may be amended, restated, waived or otherwise modified except in a writing signed by the party against whom enforcement of the modification, amendment, or waiver is sought, unless otherwise provided in the applicable Credit Support Documents.  Any waiver of any condition in, or breach of, any of the foregoing in a particular instance shall not operate as a waiver of other or subsequent conditions or breaches of the same or a different kind.  The Lenders’ and/or the Administrative Agent’s exercise or failure to exercise any rights or remedies under any of the foregoing in a particular instance shall not operate as a waiver of its right to exercise the same or different rights, remedies, powers and privileges in any other instances.  There are no oral agreements among the parties hereto.

SECTION 21.                          Special Reservations.  (a) The confirmation of the Existing Commitment Fees in Section 1(a) of this Forbearance Agreement shall not be construed to be (x) a waiver of any rights any Credit Party may have against a Non-Funding Lender on grounds that such Non-Funding Lender is a Defaulting Lender or otherwise or (y) an acknowledgment by the Credit Parties that a Non-Funding Lender is entitled to the payment of the Existing Commitment Fees pursuant to Section 2.09(a) of the Credit Agreement.

(b) Nothing contained in, or arising out of the execution and delivery of, this Forbearance Agreement shall be construed as a waiver of any of the rights of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuers reserved pursuant to that certain Reservation of Rights Letter, dated January 16, 2009, from the Administrative Agent to the Borrower, with respect to the Designation described therein (and its effectiveness), all of which rights remain expressly reserved as described therein.

[Signature pages to follow]

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IN WITNESS WHEREOF, this Forbearance Agreement has been executed by the parties hereto as of the date first written above.

EXHIBIT A (Specified Events)

(i) The failure of the Borrower and its Restricted Subsidiaries to comply with the financial covenants contained in Section 7.11 of the Credit Agreement as of the last day of the Test Periods ended December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009.

(ii) The failure of the Borrower, on or after February 1, 2009, to pay regular scheduled interest payments with respect to any Existing Notes when and as due in accordance with the terms of the Existing Notes Indenture governing such Existing Notes.

(iii) The failure of the Borrower to furnish certain periodic reports pursuant to, and in accordance with the time periods required by, each Existing Notes Indenture.

(iv) The filing of the Borrower Chapter 11 Case.

(v)  The occurrence of a default under the Borrower’s Completion Guaranty, dated October 7, 2007, arising by reason of a demand for performance by the Borrower thereunder or a cross default thereunder to Aliante’s Credit Agreement, dated October 5, 2007 (“Aliante Credit Agreement”), which demand or cross default arises as a consequence of the alleged existence of a cross-default under the Aliante Credit Agreement to the alleged existence of an Event of Default under the Credit Agreement.

(vi) The filing of the Holding Company Chapter 11 Cases.

EXHIBIT B (Potential Specified Defaults)

(i) Any Event of Default arising under Section 8.01(b) of the Credit Agreement solely as a result of the failure of the Borrower and its Restricted Subsidiaries to comply with the financial covenants contained in Section 7.11(a), (b) and (c) of the Credit Agreement as of the last day of the Test Period ended December 31, 2008.

(ii) Any Event of Default arising under Section 8.01(b) of the Credit Agreement as a result of the failure of the Borrower and its Restricted Subsidiaries to comply with the financial covenants contained in Section 7.11 of the Credit Agreement as of the last day of the Test Periods ended March 31, 2009, June 30, 2009 and September 30, 2009.

(iii) Any Event of Default pursuant to Section 8.01(e) of the Credit Agreement occurring on or after February 1, 2009 arising solely as a result of an “Event of Default” under (and as defined in) any Existing Notes Indenture which occurs as a result of the Borrower’s failure to pay regular scheduled interest payments with respect to the Existing Notes when and as due in accordance with the terms of the Existing Notes Indenture governing such Existing Notes.

(iv) Any Event of Default pursuant to Section 8.01(e) of the Credit Agreement solely as a result of a default each Existing Notes Indenture arising in connection with the failure of the Borrower to furnish certain periodic reports pursuant thereto.

(v) Any Event of Default under Section 8.01(a), (f) or (g) of the Credit Agreement arising on March 3, 2009 (or, if the Borrower shall have obtained (and at all times thereafter maintain) (x) the Initial Existing Notes Forbearance, arising on and after March 3, 2009 and on or prior to March 31, 2009 or (y) the Additional Existing Notes Forbearance, arising on and after March 31, 2009 and on or prior to the Extended Forbearance Deadline), in any case solely as a result of the filing of the Borrower Chapter 11 Case.

(vi) Any Event of Default pursuant to Section 8.01(e) of the Credit Agreement arising solely as a result of the occurrence of a default under the Borrower’s Completion Guaranty, dated October 7, 2007, arising by reason of a demand for performance by the Borrower thereunder or a cross default thereunder to the Aliante Credit Agreement, which demand or cross default arises as a consequence of the alleged existence of a cross-default under the Aliante Credit Agreement to the alleged existence of an Event of Default under the Credit Agreement.

(vii)  Any Event of Default under Section 8.01(f) or (g) of the Credit Agreement arising on March 3, 2009 (or, if the Borrower shall have obtained (and at all times thereafter maintain) (x) the Initial Existing Notes Forbearance, arising on and after March 3, 2009 and on or prior to March 31, 2009 or (y) the Additional Existing Notes Forbearance, arising on and after March 31, 2009 and on or prior to the Extended Forbearance Deadline), in any case solely as a result of the filing of the Holding Company Chapter 11 Case.

EXHIBIT C

13-Week Cash Flow Forecast

(Attached)

EXHIBIT D

Plan of Reorganization

(Attached)

EXHIBIT E

Credit Facilities Term Sheet

(Attached)