COMPANY LETTERHEAD]Restructuring and Lock-Up Agreement • July 14th, 2010 • Riviera Holdings Corp • Hotels & motels • New York
This restructuring and lock-up letter agreement (this “Agreement”) sets forth the terms on which each of the undersigned Persons (each a “Consenting Lender”) and Riviera Holdings Corporation (“Riviera Holdings”), Riviera Operating Corporation and Riviera Black Hawk, Inc. (collectively, the “Company” or the “Debtors”) agrees, among other things, to support a restructuring (the “Restructuring”) with respect to the capital structure of the Company, including, without limitation, the Company’s outstanding obligations under that certain Credit Agreement dated as of June 8, 2007 (the “Senior Secured Credit Agreement”) by and among Riviera Holdings, as borrower, certain of its affiliates, as guarantors, various financial institutions, as lenders (“Lenders”), and Cantor Fitzgerald Securities, as administrative agent (together with any successor administrative agent, the “Agent”) and (ii) the Company agrees to implement such Restructuring, in each case, in accordance with the proposed Joint Pla
July 12, 2010 Riviera Holdings Corporation Las Vegas, NV 89109 Attention: Re: Backstop Commitment Agreement Ladies and Gentlemen:Backstop Commitment Agreement • July 14th, 2010 • Riviera Holdings Corp • Hotels & motels • New York
IN WITNESS WHEREOF, the parties hereto have caused this Backstop Commitment Agreement to be duly executed as of the day and year first written above.
