0001144204-12-025256 Sample Contracts

TRADEMARK AND DOMAIN NAME LICENSE AGREEMENT
Trademark and Domain Name License Agreement • May 1st, 2012 • Riviera Holdings Corp • Hotels & motels • Nevada

This Trademark and Domain Name License Agreement (this “Agreement”) is entered into by and between Riviera Operating Corporation, a Nevada corporation (“Licensor”), on the one hand, and Riviera Black Hawk, Inc., a Colorado corporation (“Licensee”), on the other hand. Licensor and Licensee (each, a “Party,” and, collectively, the “Parties”) agree to the terms herein as of April 26, 2012 (the “Effective Date”).

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SERIES A AMENDMENT AND CONSENT AGREEMENT
And Consent Agreement • May 1st, 2012 • Riviera Holdings Corp • Hotels & motels • New York

This Series A Amendment and Consent Agreement, dated as of April 25, 2012 (this “Agreement”), is by and among RIVIERA HOLDINGS CORPORATION, a Nevada corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER (collectively, and as identified on the signature pages hereto, the “Guarantors”) and those financial institutions party to the Credit Agreement (as defined below) as “Lenders” (collectively, the “Lenders”) as identified on the signature pages hereto (such Lenders constituting the Required Lenders and Required Revolving Lenders under and as defined in the Credit Agreement). All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.

SERIES B AMENDMENT AND CONSENT AGREEMENT
And Consent Agreement • May 1st, 2012 • Riviera Holdings Corp • Hotels & motels • New York

This Series B Amendment and Consent Agreement, dated as of April 25, 2012 (this “Agreement”), is by and among RIVIERA HOLDINGS CORPORATION, a Nevada corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER (collectively, and as identified on the signature pages hereto, the “Guarantors”) and those financial institutions party to the Credit Agreement (as defined below) as “Lenders” (collectively, the “Lenders”) as identified on the signature pages hereto (such Lenders constituting the Required Lenders under and as defined in the Credit Agreement). All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.

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