Exhibit 2.15

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

among

The Bank of New York Trust Company, N.A.,

as the Disbursement Agent,

The Bank of New York Trust Company, N.A.,

as the Trustee,

and

155 EAST TROPICANA, LLC

and

155 EAST TROPICANA FINANCE CORP.,

together, as the Issuers

Dated as of March 29, 2005

TABLE OF CONTENTS

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EXHIBITS

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CASH COLLATERAL AND DISBURSEMENT AGREEMENT

THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 29, 2005, by and among The Bank of New York Trust Company, N.A., having an office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), The Bank of New York Trust Company, N.A., as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), and 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”) and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” together with the Company, the “Issuers”).

R E C I T A L S

A.                                    Notes .  The Issuers have issued One Hundred Thirty Million Dollars ($130,000,000) in aggregate principal amount of  their 8¾% Senior Secured Notes due 2012 (the “Original Notes” and, together with any additional Notes issued under the Indenture and any new notes issued in exchange for the Original Notes or such additional Notes, the “Notes”) concurrently herewith.  The Notes have been issued pursuant to the provisions of an Indenture (as amended, supplemented or otherwise modified from time to time, the “Indenture”) dated the date hereof, among the Issuers, the Guarantor named therein and the Trustee, on behalf of itself and the holders of the Notes.  Net proceeds from the issuance of Notes will be disbursed as follows:  (a) Fifty Million Eight Hundred Thousand Dollars ($50,800,000) (the “Renovation Proceeds”) will be deposited contemporaneously with the execution of this Agreement into Account No. 171098 held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Renovation Disbursement Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement; and (b) Eleven Million One Hundred Fifty Four Thousand Dollars ($11,154,000) (the “Interest Reserve Proceeds,” which, together with the Renovation Proceeds shall be referred to herein as the “Proceeds”), will be deposited contemporaneously with the execution of this Agreement into Account No. 171097, held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Interest Reserve Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement.

B.                                      Collateral and Collateral Assignment .  As security for their obligations under the Notes and the Indenture, the Issuers have granted security interests to the Trustee, on behalf of itself and the holders of Notes, in certain assets and has collaterally assigned certain contracts to the Trustee.  As further security for its obligations under the Notes and the Indenture, the Issuers also have granted pursuant to the Pledge Agreement a security interest to the Trustee, on behalf of itself and the holders of the Notes, in all of the Issuers’ right, title and interest in the Renovation Disbursement Account, the Interest Reserve Account and the Disbursed Funds Account (as defined herein) and any Proceeds or other amounts held in any such accounts.

C.                                      Purpose .  The parties intend that portions of the Proceeds and the other amounts deposited from time to time in the Renovation Disbursement Account be used to design, renovate and equip the Resort (as defined herein) and complete the Hooters Renovation, all in

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accordance with this Agreement and the Indenture.  The parties have entered into this Agreement in order to set forth the conditions upon which, and the manner in which, funds will be disbursed in order to permit the Company to design, renovate and equip the Resort, complete the Hooters Renovation and to pay certain Debt Financing Costs when due and payable under the Notes.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                        Definitions.

1.1                                  Defined Terms .  In this Agreement (including the preamble and recitals), the terms defined in this Section 1 shall have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined:

“Accounts” means the Interest Reserve Account and the Renovation Disbursement Account.

“Additional Contract Certificate” means an Additional Contract Certificate in the form of Exhibit F-2 attached hereto.

“Additional Revenue” means revenue (including, without limitation, investment income (loss), less any losses or costs associated therewith, earned on amounts in the Renovation Disbursement Account) generated by the Issuers (other than from disposition of its assets), but only to the extent that such revenue is held by the Issuers, free and clear of any claims of any other parties whatsoever, other than claims of the Trustee and holders of the Notes; provided, however, that as of any date of measurement, Additional Revenue also shall include investment income (loss), less any losses or costs associated therewith, which the Issuers reasonably determines (with the reasonable concurrence of the Disbursement Agent (acting in its sole discretion exercised in good faith)) will be earned on funds in the Renovation Disbursement Account through the reasonably anticipated date of Re-Opening, taking into account the current and future reasonably anticipated rates of return on Cash Equivalents in the Renovation Disbursement Account and the reasonably anticipated times and amounts of draws therefrom for the payment of Renovation Expenses or in connection with permitted amendments to the Renovation Disbursement Budget (as applicable).

“Advance Disbursements” means a disbursement from the Renovation Disbursement Account to the Issuers pursuant to Section 7.3 and in accordance with the Renovation Disbursement Budget, notwithstanding the fact that not all certifications and lien releases have been obtained and other disbursement conditions have not been satisfied; provided that the aggregate amount of Advance Disbursements outstanding at any time shall not exceed an amount greater than One Million Five Hundred Thousand Dollars ($1,500,000).

“Advanced Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form of Exhibit D-2 attached hereto.

“Affiliate” has the meaning given in the Indenture.

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“Agreed Permits” has the meaning given in Exhibit B attached hereto.

“Applicable Permits” means the national, state and local license authorizations, certifications, filings, recordings, permits or other approvals with or of any Governmental Instrumentality, including, without limitation, environmental, construction, operating or occupancy permits and any agreements, consents or approvals that are required or that are otherwise necessary for the performance of the design, construction, operation or maintenance of the Resort or the Hooters Renovation in accordance with the Operative Documents.  Without limiting the foregoing, Applicable Permits also include Renovation Period permits for temporary construction utilities and temporary sanitary facilities, dump permits, road use permits, permits related to the use, storage and disposal of hazardous materials introduced to the Property for or in connection with the performance of the design, construction, the operation or maintenance of the Resort or the Hooters Renovation, and permits issued pursuant to any building, mechanical, electrical, plumbing or similar codes.

“Architect” means C&B Nevada, Inc., and its successors identified by notice from the Company to the Disbursement Agent.

“Architect Agreement” means the agreement between the Company and Architect for the Hooters Renovation executed by the Architect and the Company dated December 2, 2004 (as amended, modified or supplemented from time to time in accordance with this Agreement).

“Available Funds” means subject to Section 8.4, at any given time, the sum of (a) the balance of the Renovation Disbursement Account, (b) so long as there is no Default or Event of Default, Additional Revenue expected to be earned from and after such time, (c) the net proceeds of any FF&E Financing that the Issuers have incurred or reasonably expects to incur in accordance with the Indenture, less all amounts previously drawn down from such FF&E Financing and (d) the net proceeds available for loan under any Credit Agreement that the Issuers execute or reasonably expects to execute in accordance with the Indenture.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close.

“Cash Equivalent” has the meaning given in the Indenture.

“Collateral” has the meaning given in the Indenture.

“Collateral Agreements” has the meaning given in the Indenture.

“Contract” means a contract to which the Company is a party pertaining to the design, development, engineering, installation or construction of all or any portion of the Resort or the Hooters Renovation, including, without limitation, any contract, license and performance and payment bond or guarantee, if any; provided, however, such term shall not include any of the Subcontracts, the Subcontractors, the Financing Agreements or any of the documents evidencing or securing the FF&E Financing or the Credit Agreement.

“Contractor” means a party to a Contract other than the Company.

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“Control Account Agreement” means that certain Deposit Account Control Agreement dated as of even date herewith by and among the Trustee, the Issuers, and The Bank of New York Trust Company, N.A., as securities intermediary.

“Credit Agreement” has the meaning given in the Indenture.

“Debt Financing Costs” means all principal, interest, premium fees and other amounts payable or accrued from time to time under the Notes.

“Deed of Trust” means the  Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents, Leases and Leasehold Interests and Assignment of Leases and Rents dated as of even date herewith made by the Issuers in favor of the Trustee, on behalf of itself and the holders of the Notes.

“Default” means any event, omission or failure of a condition that is, or with the passage of time or the giving of notice or both could be, an Event of Default herein.

“Disbursed Funds Account” means Account No.  11552783 held at Wells Fargo Brokerage Services, LLC, in the name of the Company, or any substitute account selected in accordance with this Agreement, which account shall be funded from disbursements from the Renovation Disbursement Account pursuant to this Agreement and shall be pledged as collateral to the Trustee pursuant to the Control Account Agreement, for the benefit of itself and the holders of the Notes, and from which the Company shall have general check writing authority.

“Disbursement Agent’s Closing Certificate” is an Officer’s Certificate from the Disbursement Agent in the form of Exhibit B-2 attached hereto.

“Disbursement Request” means any Initial Disbursement Request, Renovation Disbursement Request, Interest Disbursement Request, Advance Disbursement Request and any other request for disbursement from the Accounts made pursuant to this Agreement.

“Event of Loss” has the meaning given in the Indenture.

“FF&E” has the meaning given in the Indenture.

“FF&E Financing” has the meaning given in the Indenture.

“Final Plans” means Plans which (i) have received final approval from all Governmental Instrumentalities required to approve such Plans prior to completion of the work or improvements and (ii) contain sufficient specificity to permit the completion of the Hooters Renovation.

“Financing Agreements” means, collectively, this Agreement, the Indenture, the Collateral Agreements, the Notes and any other loan or security agreement entered into on, prior to or after the Issue Date with or for the benefit of the Trustee to finance the Hooters Renovation or any portion thereof, as each of the same may be amended from time to time as permitted thereunder and in accordance with the terms and conditions of this Agreement.

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“Gaming Authority” has the meaning given in the Indenture.

“Gaming License” has the meaning given in the Indenture.

“General Contractor” means The PENTA Building Group, Inc.

“Governmental Instrumentality” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any Gaming Authority, any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“Hard Costs” means the costs and expenses in respect of supplying goods, materials and labor for the construction of improvements relating to the Hooters Renovation or other amounts payable pursuant to the Renovation Documents.

“Hooters Renovation” means the redesign and renovation of the Hotel San Remo Casino & Resort as a Hooters Casino, Resort and Entertainment Center having and using the Hooters Brand and concept.  As part of the Hooters Renovation, the Hotel San Remo Casino & Resort shall be re-themed and re-named, shall include a Hooters Restaurant and may include such concepts such as a Dan Marino Town Tavern, Martini Bar and Howl at the Moon entertainment lounge.

“Hooters Renovation Cost Schedule” means an itemized schedule in the form of Schedule 1 to a Disbursement Request, a form of which is attached hereto as Schedule 1 to Exhibit D.

“Initial Renovation Disbursement Budget” means, collectively, the itemized schedule setting forth on a line item-basis all of the costs which the Company anticipates to expend from and after the Issue Date in connection with the design, development, engineering, construction, installation, equipping and commencement of operations of the Resort, including all Renovation Expenses but excluding all Debt Financing Costs, attached as Exhibit 1 to the Issuers’ Closing Certificate, which costs in the aggregate shall not exceed the Available Funds.

“Initial Disbursements Certificate” means an Officer’s Certificate signed by the Issuers in the form attached hereto as Exhibit A, together with the schedule attached thereto.

“Interest Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit C.

“Interest Payment Date” has the meaning given in the Notes.

“Issuance Fees and Expenses” means fees and expenses incurred on or before the Issue Date by the Issuers or for which the Issuers are liable in connection with the offering of the Notes.

“Issue Date” has the meaning given in the Indenture.

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“Issuers’ Closing Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit B-1, together with the exhibits attached thereto.

“Lien” has the meaning given in the Indenture.

“Manager” means Hawkeye Construction and Millwork, Inc.

“Material Renovation Document” means any of the Renovation Contract, the Architect Agreement, and without duplication, any other Contract with a total contract amount in excess of $100,000.

“Net Loss Proceeds” means Net Cash Proceeds from an Event of Loss, as such terms are defined in the Indenture.

“Obligations” means (a) all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company and its direct and indirect Subsidiaries under the Indenture or otherwise to the Trustee or any holder of the Notes of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of this Agreement, any of the other Financing Agreements or any of the other Operative Documents, including all interest, fees, charges, expenses, attorney’s fees and accountants fees chargeable to the Company in connection with its dealings with the Company and payable by the Company hereunder or thereunder; (b) any and all sums advanced by the Disbursement Agent or the Trustee in order to preserve the Collateral or preserve the Disbursement Agent’s or the Trustee’s security interest in the Collateral, including all advances pursuant to Section 7.5(ii) of this Agreement; and (c) in the event of any proceeding for the collection or enforcement of the Obligations after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Disbursement Agent or the Trustee of its respective rights under the Collateral Documents, together with reasonable attorney’s fees and court costs.

“Officer’s Certificate” means a certificate signed by one of the following officers of the Person on whose behalf or for whose benefit the certificate is being executed or delivered:  the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Treasurer or Assistant Treasurer.

“Operative Documents” means the Financing Agreements and the Renovation Documents.

“Operator Licensing Event” has the meaning given in the Indenture.

“Operator Licensing Event Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit D-3.

“Permitted Lien” has the meaning given in the Indenture.

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“Person” means any individual, corporation, limited liability company, partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental regulatory entity, county, state, agency or political subdivision thereof, municipality or other entity.

“Plans” means the plans, specifications, working drawings, design documents and any change orders relating thereto, which may be amended by the Company as necessary or appropriate, that collectively:  (a) provide for and detail the manner of construction of improvements for the Resort; (b) call for construction which will permit the Re-Opening to occur on or prior to the Re-Opening Deadline; (c) call for construction which will cause the Hooters Renovation to be completed for a total cost consistent with the Renovation Disbursement Budget and the line items set forth therein, taking into consideration the availability of Available Funds, including Realized Savings; (d) are consistent with constructing the Hooters Renovation; (e) have been signed by an architect who is licensed to practice architecture in the State of Nevada; and (f) to the extent such Plans are amended, such Plans are consistent with previous Plans and are reasonably inferable therefrom, as the same may be amended or supplemented form time to time.

“Pledge Agreement” means each of the Security Agreement and/or Control Account Agreement among any of the Disbursement Agent, the Trustee and the Issuers relating to the Trustee’s security interest in the Accounts and the Disbursed Funds Account and the proceeds thereof.

“Property” means the real property located at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada.

“Property Documents” means each easement or material agreement affecting the Property or the Company’s use thereof.

“Realized Savings” means the excess of the amount budgeted in the Renovation Disbursement Budget for a line item over the amount of funds expended or owed by the Company to complete the tasks set forth in such line item and for the materials and services used to complete such tasks, so long as the terms for such tasks are final and unconditional (other than the satisfactory completion of such tasks), including without limitation the execution of fixed price purchase orders to acquire the materials that are the subject of such line item (as applicable); provided, however, that Realized Savings for any line item shall be deemed to be zero (i) if such savings are obtained in a manner that materially detracts from the overall value, quality and amenities of the Resort and (ii) unless and until the Issuers have delivered a fully executed Renovation Disbursement Budget Amendment Certificate (together with all exhibits thereto) which includes such Realized Savings.

“Remaining Costs” means, at any given time, the amount of Renovation Expenses (including Retainage Amounts) set forth in the Renovation Disbursement Budget that remain unpaid at such time (including amounts that have not yet accrued at such time).

“Renovation Contract” means the Standard Form of Agreement Between Owner and Contractor for the Hooters Renovation executed by the General Contractor and the Company,

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dated February 25, 2005 (as amended, modified or supplemented from time to time in accordance with this Agreement).

“Renovation Disbursement Budget” means the Initial Renovation Disbursement Budget, as the same may be amended from time to time pursuant to this Agreement.

“Renovation Disbursement Budget Amendment Certificate” means an Officer’s Certificate in the form of Exhibit E attached hereto.

“Renovation Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form of Exhibit D-1 attached hereto.

“Renovation Documents” means the Renovation Contract, the Architect Agreement, and any other Contract entered into by the Company on, prior to or after the Issue Date with respect to construction of all or any portion of the Resort or the Hooters Renovation (other than the Financing Agreements and the documents evidencing or securing the FF&E Financing or a Credit Agreement), as the same may be amended from time to time as permitted thereunder and in accordance with this Agreement.

“Renovation Expenses” means expenses incurred in connection with the design, development, engineering, construction, installation, equipping and commencement of operations of the Hooters Renovation in accordance with the Renovation Disbursement Budget, excluding, however (a) any such expenses paid on or prior to the Issue Date, (b) any Debt Financing Costs and (c) any Issuance Fees and Expenses.

“Renovation Period” means the period from the Issue Date to and including the initial date of the Re-Opening.

“Renovation Schedules” mean, collectively, schedules describing the sequencing of the components of work to be undertaken in connection with the Hooters Renovation, which schedules demonstrate that the Re-Opening will occur on or prior to the Re-Opening Deadline.

“Re-Opening” means the time when the Hooters Renovation shall have been substantially completed and the facilities of the Hooters Hotel Casino have been opened to the general public, are receiving customers in the ordinary course of business and are operating in accordance with applicable laws.

“Re-Opening Deadline” means June 1, 2006.

“Reserved Renovation Amount” means the amount (exclusive of any Retainage Amounts) necessary as of the date of the Final CDA Disbursement to complete the Hooters Renovation in accordance with the Final Plans, including punch list items.

“Resort” means that certain resort hotel and all restaurants therein and other facilities, related assets and real and personal property used in connection therewith, which, upon completion of the Hooters Renovation, will be commonly known as the Hooters Casino, Resort and Entertainment Center and located at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada.

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“Retainage Amounts” means, at any given time, amounts which have accrued and are owing under the terms of a Contract for work or services to the Company already provided but which at such time (and in accordance with the terms of the Contract) are being withheld from payment to the respective Contractor until certain subsequent events (e.g., completion benchmarks or required to release to a Subcontractor) have been achieved under the Contract.

“Security Agreement” means that certain Senior Secured Note Security Agreement dated as of even date herewith, made by the Issuers in favor of the Trustee, acting in the capacity of collateral agent for the benefit of itself and the holders of the Notes.

“Soft Costs” means all costs and expenses (other than Hard Costs) set forth in the Renovation Disbursement Budget, including without limitation pre-opening costs.

“Subcontracts” has the meaning given in the Renovation Contract.  “Subcontractors” means the Persons performing the obligations under the Subcontracts.

“Title Insurer” means Lawyers Title of Nevada, Inc.

“Title Policy” means the lender’s policy or policies of title insurance to be provided by the Title Insurer to the Trustee with respect to the Properties, together with all endorsements thereto, in the form attached as Exhibit H.

“Trustee’s Closing Certificate” is the Officer’s Certificate from the Trustee in the form of Exhibit B-3 attached hereto.

1.2                                  Additional Defined Terms .  In addition, the terms listed below in the left column below shall have the respective meanings assigned to such terms in the Section of this Agreement listed opposite such terms in the right column below.  All other capitalized terms not defined herein, but defined in the Indenture, shall have the meanings ascribed to them in the Indenture.

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1.3                                  Rules of Interpretation .  The following rules of interpretation shall apply herein.

1.3.1                                 The singular includes the plural and the plural includes the singular.

1.3.2                                 The word “or” is not exclusive.

1.3.3                                 A reference to a Person includes its permitted successors and permitted assigns.

1.3.4                                 Accounting terms have the meanings assigned to them by U.S. GAAP (as defined in the Indenture), as applied by the accounting entity to which they refer.

1.3.5                                 The words “include,” “includes” and “including” are not limiting.

1.3.6                                 A reference in a document to an Article, Section, Exhibit, Schedule is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated.  Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.

1.3.7                                 References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

1.3.8                                 The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

1.3.9                                 References to “days” shall mean calendar days, unless the term “Business Days” shall be used.

2.                                        Establishment of Accounts .

2.1                                  Appointment of Disbursement Agent .  The Trustee and the Company hereby appoint The Bank of New York Trust Company, N.A. as the Disbursement Agent, and The Bank of New York Trust Company, N.A. hereby accepts such appointment, as the Disbursement Agent upon the terms and conditions set forth in this Agreement.  The Disbursement Agent agrees to act in good faith at all times herein.

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2.2                                  Establishment of Accounts .   Concurrently with the execution and delivery hereof, the Disbursement Agent shall establish the Accounts and the Disbursed Funds Account at the Disbursement Agent and credit thereto, in accordance with the provisions of Recital A hereof, the Proceeds.  All funds in the Accounts and the Disbursed Funds Account shall be held in trust and not commingled with any deposit or commercial bank account.  The Disbursement Agent hereby waives any and all liens, claims, encumbrances and rights of set off which it may have in the Accounts and the Disbursed Funds Account, including all rights of offset, deductions and liens, whether statutory or otherwise afforded by law, agreement or otherwise set forth herein.  All funds accepted by the Disbursement Agent pursuant to this Agreement shall be held in the appropriate Account or the Disbursed Funds Account for the benefit of the Issuers subject to the terms and conditions of this Agreement and the Pledge Agreement (including, without limitation, the rights of the Trustee hereunder and thereunder).  The Disbursement Agent may, upon the written request of the Issuers, establish sub-accounts for accounting purposes within the Accounts and the Disbursed Funds Account, it being understood and agreed that the creation of such sub-accounts shall in no way affect the pledge in favor of the Trustee in the Accounts and the Disbursed Funds Account hereunder.

2.3                                  Pledge Agreement .  Pursuant to the Pledge Agreement, the Issuers have granted to the Trustee, for the benefit of the holders of the Notes, a first priority security interest in the Accounts and the Disbursed Funds Account and all funds and assets from time to time deposited therein, and all products and proceeds thereof.  The Disbursement Agent shall note in its records that all funds and other assets in the Accounts and the Disbursed Funds Account have been pledged to the Trustee and that the Disbursement Agent is holding such items as agent for the Trustee, as secured party.  The Disbursement Agent shall maintain dominion and control over the Accounts and the Disbursed Funds Account and the funds and assets therein solely for the benefit of the Trustee, as secured party, and for no other parties or Persons; provided, however, that the Issuers shall be able to obtain disbursements from the Accounts and the Disbursed Funds Account in accordance with the terms hereof and upon such disbursement to the Issuers, such pledge and security interest shall be extinguished and released with respect to the amount so disbursed.  Accordingly, it is the intention of the parties that all such funds and assets shall not be within the bankruptcy “estate” (as such term is used in 11 U.S.C. § 541, as amended) of the Disbursement Agent.  All such funds and all earnings accruing from time to time thereon shall be held in the applicable Account or the Disbursed Funds Account until disbursed or transferred in accordance with the terms hereof or until transferred to such other account as the Trustee and the Issuers may direct the Disbursement Agent to establish.

2.4                                  Investment of Funds in Accounts .  All funds from time to time credited to and contained in each of the Renovation Disbursement Account (other than those to be disbursed pursuant to the Initial Disbursement Request, which shall be so disbursed on the Issue Date) and the Interest Reserve Account shall be invested only in Cash Equivalents from time to time by written instructions by the Issuers delivered to the Disbursement Agent, pending disbursement of such funds pursuant to this Agreement. If no such investment instructions are received by the Disbursement Agent within 15 days of the date hereof or after the occurrence and during a continuance of a Default or Event of Default, such funds shall be invested in Black Rock Temp Fund No. 9999054 Dollar Share Account No. 20.  The Disbursement Agent shall not be liable for any investment, reinvestment or similar losses, fees, taxes or charges or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in

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accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Financial Institution (as defined in the Control Agreement) in writing (i) to purchase Cash Equivalents in accordance herewith and (ii) to reduce to cash any Cash Equivalents (without regard to maturity) in any Account in order to make any application or disbursement required hereunder.

2.5                                  Agency .  The Disbursement Agent shall act solely as the Trustee’s agent in connection with its duties under this Agreement, notwithstanding any other provision contained herein, without any authority to obligate the Trustee outside of the scope of the authority set forth in this Agreement or to compromise or pledge its security interest hereunder; provided, however, that the Disbursement Agent is authorized to make disbursements from the Accounts on behalf of the Trustee pursuant to the terms of this Agreement.  The Issuers acknowledge and agree that in no event shall the Trustee or the holders of the Notes be liable for, nor shall the obligations of the Issuers under the Indenture, the Notes or the other Collateral Agreements be affected or diminished as a consequence of, any action or inaction of the Disbursement Agent with respect to the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited herein.

2.6                                  Waiver of Set-off Rights .  The Disbursement Agent hereby acknowledges the Trustee’s security interest as set forth in this Agreement and the Pledge Agreement and waives any security interest or other lien in the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited herein and further waives any right to set-off said funds, assets or investments now or in the future against any indebtedness of the Issuers to the Disbursement Agent.  The waivers set forth in this Section are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as agent for the Trustee.  Nothing in this Section shall be construed as waiving, limiting or diminishing any rights of the Trustee or the Issuers against the Disbursement Agent or one another.

3.                                        Disbursements from Accounts .

3.1                                  Conditions to Disbursement .  The Disbursement Agent shall disburse funds from the Accounts only upon satisfaction of the applicable conditions to disbursement set forth herein.

3.2                                  Method of Disbursement .  Upon satisfaction of the applicable conditions to disbursement set forth herein, the Disbursement Agent shall disburse funds from the applicable Account as specified in the applicable Disbursement Request.

3.3                                  Disbursement Agent’s Compensation .  So long as the Trustee also serves as Disbursement Agent hereunder, the Disbursement Agent shall not, except as otherwise provided in Section 13, be entitled to any fee for its services hereunder.  If the Trustee is not also serving as Disbursement Agent hereunder, the Disbursement Agent shall be entitled to such reasonable fee payable by the Issuers as is set forth in the separate agency agreement with the Trustee.  The Disbursement Agent hereunder (whether or not serving as the Trustee) shall be entitled to reimbursement for its reasonable expenses (including, without limitation, the reasonable fees and expenses of the Disbursement Agent’s counsel) as compensation for services performed under this Agreement.  The Disbursement Agent shall receive such payments without the requirement

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of obtaining any further consent or action on the part of the Issuers with respect to the payment; provided, however, that, without limiting the foregoing, the Disbursement Agent shall provide written itemization of requested reimbursement of such expenses within thirty (30) days of receiving a written request therefor from the Issuers.  Disbursements for each calendar month shall be made on the first day of the subsequent calendar month.  The provisions of this Section 3.3 shall survive the termination of this Agreement.

3.4                                  Transfer of Funds to the Trustee .  Upon the receipt of written notice executed by the Trustee, which states that (a) an Event of Default hereunder has occurred and is continuing and (b) the Trustee is entitled to the funds in the Accounts and the Disbursed Funds Account (a copy of which notice shall be sent by the Trustee to the Issuers concurrently therewith), the Disbursement Agent shall, without need for further authorization or notice to the Issuers, deliver to the Trustee all funds in the Accounts and the Disbursed Funds Account, other than amounts the Trustee has directed the Disbursement Agent to disburse under clauses (i), (ii) and (iii) of Section 7.5 hereof.

4.                                        Agreements of the Issuers, the Disbursement Agent and the Trustee .  The Issuers, the Disbursement Agent and the Trustee severally agree as follows:

4.1                                  Disbursement Requests and Disbursements .

(a)                                   The Issuers shall concurrently with the execution and delivery of this Agreement have the right to submit to the Disbursement Agent, with a copy to the Trustee, the Initial Disbursement Certificate, requesting the disbursement of funds from the Renovation Disbursement Account in an aggregate amount not to exceed $100,000 for the Initial Disbursements (the “Initial Disbursement Request”).

(b)                                  The Issuers or, as set forth in Section 5.1, the Trustee (with a copy provided to the Issuers), shall have the right to submit to the Disbursement Agent, with a copy to the Trustee, the Interest Disbursement Certificate, requesting the disbursement of funds from the Interest Reserve Account to pay the interest due on the Notes (an “Interest Disbursement Request”) on the applicable Interest Payment Date.

(c)                                   In accordance with Section 7.2 or Section 7.3 hereof, the Issuers shall have the right from time to time during the course of this Agreement (but no more frequently than twice per calendar month (other than disbursements related to the Initial Disbursements Certificate), to submit to the Disbursement Agent, with a copy to the Trustee, a Renovation Disbursement Certificate (a “Renovation Disbursement Request”) or an Advance Disbursement Certificate (an “Advanced Disbursement Request”).

(d)                                  In accordance with Section 7.2 and Section 7.4 hereof, upon the occurrence of the Operator Licensing Event, the Issuers shall have the right to submit to the Disbursement Agent, with a copy to the Trustee, an Operator Licensing Event Disbursement Certificate, requesting the disbursement of funds from the Renovation Disbursement Account in an aggregate amount not to exceed $4,300,000 for cage and other working capital cash required upon the Company receiving its Gaming License (a “Operator Licensing Event Disbursement Request”).

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(e)                                   The Disbursement Agent shall review each Disbursement Request submitted pursuant to Sections 4.1(a) through (d) above to determine that they meet the requirements of this Agreement and of Exhibits A, C, D-1, D-2 and D-3 respectively, including all attachments, exhibits and certificates required thereby (as the case may be) have been satisfied, and provided, that a Responsible Officer (as defined in the Indenture, except substituting “Trustee” for “Disbursement Agent”) of the Disbursement Agent (i) has determined that the requirements of this Agreement and of Exhibits A, C, D-1, D-2 and D-3, as applicable, including all attachments, exhibits and certificates required thereby (as the case may be), and (ii) has no actual knowledge of any material error, inaccuracy, misstatement or omission of fact in such Disbursement Request or an attachment, exhibit or certificate attached thereto or information provided by the Issuers upon the request of the Disbursement Agent, then the Disbursement Agent shall approve the request.  Except as to the Initial Disbursement, which shall be made on the Issue Date, the Disbursement Agent shall notify the Issuers and the Trustee as soon as reasonably possible (and in any event within two (2) Business Days after the Disbursement Agent receives the required documents) if any Disbursement Request, or any portion thereof, is disapproved and the reason(s) therefor.

(f)                                     Provided that a Disbursement Request submitted in accordance with to Sections 4.1(a) through (d) above is approved by the Disbursement Agent in accordance with this Agreement, then, within two (2) Business Days following submission of such Disbursement Request, the Disbursement Agent shall disburse to the Disbursed Funds Account the funds requested in such Disbursement Request (other than those to be disbursed pursuant to (i) the Initial Disbursement Request, which shall be disbursed on the Issue Date, or (ii) an Interest Disbursement Request, which shall be disbursed on the applicable Interest Payment Date), or such portion thereof as is approved by the Disbursement Agent.  The Issuers shall withdraw funds from and write checks on the Disbursed Funds Account solely for the purpose of paying Renovation Expenses identified on such Disbursement Request.

4.2                                  Insufficient Available Funds .  The Issuers shall promptly, and in no event later than two (2) Business Days following knowledge thereof, notify the Trustee and the Disbursement Agent in writing if at any time the Issuers reasonably believe that there are insufficient Available Funds (a) to permit the Re-Opening on or before the Re-Opening Deadline or (b) to complete the Hooters Renovation in accordance with the Final Plans and/or the Renovation Disbursement Budget (as in effect at such time).  Such notice shall specify in reasonable detail (i) the amount of such deficiency and (ii) the steps which the Issuers intend to take to cure such deficiency and the anticipated timing thereof.

5.                                        Interest Reserve .

5.1                                  Interest Disbursements .  Ten (10) days prior to each of the first two (2) Interest Payment Dates, the Issuers shall deliver to the Disbursement Agent an Interest Disbursement Request, setting forth the amount required to be paid and the Interest Payment Date upon which such payment is due and payable.  Subject to the Disbursement Agent’s review and approval under Section 4.1(e), on each such Interest Payment Date, the Disbursement Agent sh