EFTA00724705.txt

"A deposit in the amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000; the "Deposit") to be paid... by Buyer to and held by McCarter & Engl"

"the business operation of the AC Hilton are subject to intensive regulatory oversight by the New Jersey Casino Control Commission"

"the business operation of the AC Hilton are subject to intensive regulatory oversight by... the New Jersey Division of Gaming Enforcement"

"Seller holds fee simple title to the Property... ownership and operation of the AC Hilton"

"this ASSET PURCHASE AGREEMENT... is made and entered into as of the 13th day of October, 2010 by and among RIH ACQUISITIONS NJ, LLC... and RIH PROPCO "

"this ASSET PURCHASE AGREEMENT... is made and entered into as of the 13th day of October, 2010 by and among RIH ACQUISITIONS NJ, LLC... and RIH PROPCO "

"Seller shall assign to Buyer all its rights under the Assigned Contracts"

"Buyer shall use its best efforts to obtain the financing contemplated by (i) that certain letter, dated as of October 1, 2010, provided by Empire Stat"

"Buyer will have, sufficient cash and cash equivalents on hand to complete the purchase of the Assets without third-party financing and has provided ev"

"Buyer shall execute (as applicable) and deliver or cause to be delivered to Seller the following: (a) The Purchase Price"

"Buyer shall execute (as applicable) and deliver or cause to be delivered to Seller the following: (a) The Purchase Price"

"all liabilities of Seller arising from or related to the AC Hilton"

"The balance of the Purchase Price... shall be paid to Lender (as directed by Seller prior to Closing)"

"the Deposit amount paid by the Escrow Agent in accordance with Section 4.1(a)) shall be paid to Lender"

"Upon reasonable prior notice by Buyer to Seller, during the Due Diligence Period, Seller shall provide Buyer and its representatives with reasonable a"

"investigation or inquiry with respect to Seller and/or its Affiliated Casinos"

"Seller is the owner of certain real estate and business assets used in connection with the operation of that certain casino hotel complex in Atlantic "

"Seller is the owner of certain real estate and business assets used in connection with the operation of that certain casino hotel complex in Atlantic "

"that certain License Agreement between Seller and RIH Acquisitions NJ, LLC and Hilton Inns, Inc. ("Hilton Inns"), dated as of April 26, 2005"

"Mutual Termination Agreement between RIH Acquisitions NJ, LLC and HLT Existing Franchise Holding LLC, successor-in-interest to Hilton Inns, dated as o"

"Buyer is purchasing the assets "AS-IS, WHERE IS AND WITH ALL FAULTS" in its present condition"

"Seller shall diligently commence and pursue restoration of the Property"

"SELLER: RIM ACQUISITIONS NJ, LLC... BUYER: NEW NUGGET GAMING, LLC... (Signature Page to Asset Purchase Agreement)"

"SELLER: RBI PROPCO NJ, LW... BUYER: NEW NUGGET GAMING, LLC... (Signature Page to Asset Purchase Agreement)"

"Willkie Farr & Gallagher LLP... Attention: Adam M. Turteltaub, Esq."

"The obligation of Seller to effect the Closing is subject to the satisfaction of each of the following conditions... The obligation of Buyer to effect"

"Seller shall operate and conduct the business of the AC Hilton in the ordinary course of business"

"Seller may continue to accept reservations for periods after the Closing in the ordinary course of business in operating the Property"

"Seller shall promptly sign and deliver to Buyer such other documents and instruments as may be reasonably necessary or required to effect a full and c"

"Closing in accordance with Exhibit F of that certain Settlement Agreement... by among Seller, certain of Seller's affiliates, and Lender"

"If to Seller: RIH Acquisitions NJ, LLC... with a copy to: Willkie Farr & Gallagher LLP"

"If to Buyer: NEW NUGGET GAMING, LLC... with a copy to: Wolff & Samson PC"

"Copies of all resolutions, approvals and licenses granted by the CCC to Buyer"

"references to "Seller's knowledge" and "knowledge of Seller" shall mean the actual knowledge of each of the individuals set forth on Schedule 9... wit"

"This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby"

"NEW NUGGET GAMING, LLC... with a copy to: Wolff & Samson PC... Attention: David M. H man, Esq."

"If to Buyer: NEW NUGGET GAMING, LLC... with a copy to: Wolff & Samson PC"

"nothing in this Agreement shall restrict Seller from making any payments contemplated by the Hilton Termination Agreement"

"neither Manager, Seller, nor any other Released Party"