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1 Case --lbr Doc Entered 0// :0:0 Page of GERALD M. GORDON, ESQ. Nevada Bar No. THOMAS H. FELL, ESQ. Nevada Bar No. 0 Howard Hughes Pkwy., th Floor Telephone (0) - Facsimile (0) - [Proposed] Attorneys for Debtors E-Filed: UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA In re: Case No.: --LBR; Chapter Jointly Administered with: RIVIERA HOLDINGS CORPORATION --LBRRiviera Operating Corp. --LBRRiviera q Affects this Debtor. Black Hawk, Inc. Affects all Debtors. q Affects RIVIERA OPERATING CORPORATION q Affects RIVIERA BLACK HAWK, INC. Date: OST Pending Time: OST Pending EMERGENCY MOTION PURSUANT TO U.S.C. (a) AND FOR AN ORDER DETERMINING THAT ADEQUATE ASSURANCE HAS BEEN PROVIDED TO THE UTILITY COMPANIES 0 0 Howard Hughes Pkwy (0) - Riviera Holdings Corporation, a Nevada corporation ("Riviera"), Riviera Operating Corporation, a Nevada Corporation ("ROC"), Riviera Black Hawk, Inc., a Colorado corporation ("RBH" and, together with the foregoing entities, the "Debtors"), the Debtors and Debtors-inpossession, by and through their proposed attorneys, the law firm of, hereby submit their Motion (the "Motion") pursuant to Sections' (a) and for an order, in the form as attached hereto as Exhibit "," determining that adequate assurance has been provided to utility companies. The Motion is made and based on the points and authorities herein, the Omnibus Declaration Of Phillip B. Simons In Support Of Debtors' First Day Motions (the "Omnibus All references to "Section" herein shall be to the Bankruptcy Code appearing in Title of the U.S. Code; all references to a "Bankruptcy Rule" shall refer to the Federal Rules of Bankruptcy Procedure; and all references to LR shall refer to the Local Rules of Bankruptcy Practice of the U.S. District Court for the District of Nevada. 0-/.doc

2 Case --lbr Doc Entered 0// :0:0 Page of 0 Declaration"), which Declaration is incorporated herein in its entirety by this reference, the papers and pleadings on file herein, judicial notice of which is respectfully requested, and any arguments of counsel made at any hearing on this matter. INTRODUCTION. On July, 0 (the "Petition Date"), the Debtors filed their voluntary petitions for relief under Chapter of the Bankruptcy Code.. The Debtors continue to operate their businesses and manage their properties as debtors and debtors-in-possession pursuant to Sections (a) and of the Bankruptcy Code.. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in the above-captioned cases (collectively, the "Chapter Cases"). JURISDICTION AND VENUE. This Court has jurisdiction over this matter pursuant to U.S.C. and. This is a core proceeding pursuant to U.S.C. (b)()(a).. The statutory basis for the relief sought herein arises from Sections and, and LR 00(e).. Venue of Debtors' Chapter Cases in this District is proper pursuant to U.S.C. and. / / / / / / / / / / / / All references to "Chapter" and "Section" herein shall be to the Bankruptcy Code appearing in Title of the U.S. Code; all references to a "Bankruptcy Rule" shall refer to the Federal Rules of Bankruptcy Procedure; and all references to a "Local Rule" shall refer to the Local Rules of Bankruptcy Practice of the U.S. District Court for the District of Nevada. 0 Howard Hughes Pkwy (0) - 0-/.doc

3 Case --lbr Doc Entered 0// :0:0 Page of III. BACKGROUND A. Overview Of Debtors' Operations.. Riviera Las Vegas. The Debtors collectively form a gaming company that owns and manages two gaming operations: Riviera Hotel & Casino (the "Riviera Las Vegas") and Riviera Black Hawk... The Debtors collectively form a gaming company that owns and manages two gaming operations: Riviera Las Vegas and Riviera Black Hawk. See id.. a. Riviera Las Vegas. Riviera Las Vegas is located on the Strip, and occupies approximately acres. Riviera Las Vegas has a long history as one of the oldest and most famous casinos on the Strip having opened originally, though, as previously stated, not through its current ownership, on April 0,. The casino has approximately 0 slot machines, 0 gaming tables, a poker room, and a race and sports book. The hotel has,0 guest rooms, a convention, meeting and banquet space totaling 0,000 square feet as well as various bars and restaurants located on the premises. See id. il.. Riviera Las Vegas's convention center is one of the larger convention facilities in 0 Las Vegas and is an important feature that attracts customers. The facility can be reconfigured for multiple meetings of small groups or large gatherings of up to,000 people. The convention center offers ample convention, meeting and banquet facilities, in addition to teleconferencing, wireless internet, satellite uplink capabilities, and skyboxes. See id... Riviera Las Vegas's casino marketing is directed at mid-level stakes gaming customers (customers that wager less on average) as opposed to high stakes customers (customers that wager more on average). Mid-level stakes gaming customers tend to provide the Debtors with a less volatile, more consistent gaming revenue stream. Consistent with its focus on mid-level stakes gaming customers, Riviera Las Vegas offers lower table game limits, implements stricter credit policies, and emphasizes slot machine play. Riviera Las Vegas's principal strategy is to continue to invest in its slot machines and table game products, market to 0 Howard Hughes Pkwy (0) - 0-/_.doc

4 Case --lbr Doc Entered 0// :0:0 Page of 0 its customer base primarily through a multi-tiered players' club program ("Club Riviera"), and to offer slot machine and poker tournaments and other special events and promotions. See id... Riviera Las Vegas's hotel marketing focuses on its convention customers. To better market to these customers, most of the hotel rooms in Riviera Las Vegas were upgraded during 00 and 00. The convention market consists of two groups: () the trade organizations and groups that hold their events in the banquet and meeting space provided by a single hotel; and () those attending city-wide events, usually held at the Las Vegas Convention Center. The Debtors target convention business because it typically provides patrons willing to pay higher room rates and allows the Debtors to capitalize on certain advance planning benefits because conventions are often booked one to two years in advance of the event date. The Debtors also benefit from Riviera Las Vegas's proximity to the Las Vegas Convention Center as customers stay at Riviera Las Vegas to avoid the congestion that occurs during a major convention, particularly at the south end of the Strip. In 00, Riviera Las Vegas derived approximately % of its hotel occupancy and approximately % of its room revenues from convention customers. Accordingly, the Debtors consider convention customers to be a critical component of their customer base. See id... The Debtors focus capital expenditures for Riviera Las Vegas toward maintaining the hotel rooms and amenities in sufficient condition to compete for customers in the convention and mature adult markets. Room rental rates and slot revenues are the primary factors driving operating margins. See id... The Debtors use technology to maintain labor costs at a reasonable level, including kiosks for hotel check-in, slot club activities, and slot ticket redemptions. See id.. b. Riviera Black Hawk. Riviera Black Hawk, which opened on February, 000, is located in Black Hawk, Colorado, approximately 0 miles west of Denver. Black Hawk is the largest casino market in Colorado, and Riviera Black Hawk is the first casino encountered by visitors arriving from Denver on Highway. Riviera Black Hawk is comprised of a casino with approximately 0 slot machines and gaming tables, a buffet, a delicatessen, a casino bar, and a ballroom with 0 Howard Hughes Pkwy (0) - 0-/_.doc

5 Case --lbr Doc Entered 0// :0:0 Page of 0 seating for approximately 00 people. Its casino features the fourth largest number of gaming devices in the market. See id... Riviera Black Hawk caters primarily to the "locals" slot customer. The Debtors attract customers to Riviera Black Hawk by implementing marketing strategies and promotions designed specifically for the Black Hawk/Central City market. The Debtors utilize a player's club at Riviera Black Hawk, which was modeled after Club Riviera used at Riviera Las Vegas. With the players' club program, players earn points based on gaming play, which can be redeemed for cash, food, beverages, and various other items. Riviera Black Hawk's players' club is the Debtors' primary tool for building customer loyalty in Black Hawk. See id... Riviera Black Hawk benefits from strong walk-in traffic, which is primarily the result of its proximity to the Colorado Central Station and Isle of Capri casino properties. The Debtors have and continue to develop specific marketing programs designed to attract these walk-in customers. See id. [[.. Until recently, only limited stakes gaming, which is defined as a maximum single bet of $, was legal in the Black Hawk market. However, on November, 00, the citizens of Colorado approved Amendment 0 to the Colorado Constitution, which allowed residents of Black Hawk to vote to extend casino hours, approve additional games, and increase the maximum bet limit. See id... On January, 00, residents of Black Hawk voted to enable Black Hawk casino operators to extend casino hours, add craps and roulette gaming and increase the maximum betting limit to $0. See id.. 0. On July, 00, the first day permissible to implement the changes associated with the passage of Amendment 0, the Debtors increased betting limits, extended hours, and commenced roulette gaming. See id. 0.. The Debtors focus capital expenditures for Riviera Black Hawk toward See Colo. Const. art. XVIII,. See Div. of Gaming, Dept. of Revenue, State of Colorado, available at: http ://www. colorado. gov/cs/satellite/rev-gaming/rgm/. 0 Howard Hughes Pkwy (0) - 0-/_.doc

6 Case --lbr Doc Entered 0// :0:0 Page of 0 maintaining slot machines and the casino's amenities to remain competitive in the "locals" market. The Debtors also have made limited capital expenditures toward Riviera Black Hawk associated with the implementation of increased betting limits, extended hours, and new games in accordance with the approval of Amendment 0, as referenced above. See id.. IV. RELIEF REQUESTED. In the ordinary course of their businesses, the Debtors incur utility expenses for water, sewer service, electricity, gas, telephone service, internet service, cable television, and waste management. These utility services are provided by the utilities (as such term is used in Section, collectively, the "Utility Providers") limited to those listed on Exhibit "" (the "Utility Service List") attached hereto. See id... On average, the Debtors collectively spend approximately $,000 each month on utility costs. As of the Petition Date, the Debtors believe they are substantially current on their utility payments as set forth on the Utility Service List. See id... Preserving utility services on an uninterrupted basis is essential to the Debtors' ongoing operations and, therefore, to the success of their reorganization. Any interruption of utility services, even for a brief period of time, would disrupt the Debtors' ability to continue servicing their customers, thereby negatively impacting customer relationships, revenues and profits. Such a result could jeopardize the Debtors' reorganizations efforts and, ultimately, value and creditor recoveries. It is therefore critical that utility services continue uninterrupted during these Chapter Cases. See id... The Debtors intend to pay postpetition obligations owed to the Utility Providers in a timely manner. The Debtors expect that they will have ample liquidity, based upon cash on Although the Debtors believe that the Utility Service List includes all of their Utility Providers, the Debtors reserve the right, without the need for further order of the Court, to supplement the Utility Service List if any Utility Provider has been omitted. Additionally, the listing of an entity on the Utility Service List is not an admission that such entity is a utility within the meaning of Section, and the Debtors reserve the right to contest any such characterization in the future. To the extent any of the Utility Providers identified on the Utility Service List provide services to a non-debtor entity, the Debtors do not anticipate that the procedures set forth in this motion would be applicable. 0 Howard Hughes Pkwy (0) - 0-/_.doc

7 Case --lbr Doc Entered 0// :0:0 Page of 0 hand and cash flow from operations, to pay their postpetition obligations to their Utility Providers. Specifically, the Debtors' operations are currently cash flow positive, prior to debt service, and the Debtors presently have approximately $ million either in cash on hand or in their bank accounts as of the Petition Date. See id... To provide additional assurance of payment for future services to the Utility Providers, the Debtors have deposited $,000 (a sum equal to more than 0% of the Debtors' estimated cost of their monthly utility consumption into a separate, interest-bearing account (the "Utility Deposit Account"). The Utility Deposit Account will provide still further assurance of future payment, over and above the Debtors' ability to pay for future utility services in the ordinary course of business based upon their existing cash on hand and cash flow from operations (collectively with the Utility Deposit Account, the "Proposed Adequate Assurance"). The Debtors submit that the Proposed Adequate Assurance provides protection well in excess of that required to grant sufficient adequate assurance to the Utility Providers. See id... Notwithstanding the grant of the Proposed Adequate Assurance, if a Utility Provider is not satisfied that the establishment of the Utility Deposit Account provides adequate assurance of future payment, the Debtors propose the following procedures (the "Procedures") under which the Utility Provider may make additional requests for adequate assurance: a. If a Utility Provider is not satisfied with the assurance of future payment provided by the Debtors, the Utility Provider must serve a written request setting forth the location(s) for which utility services are provided, the account number(s) for such location(s), the outstanding balance for each account, and a summary of the Debtors' payment history in each account (a "Request"). b. The Request must be served upon the Debtors so that it is actually received within thirty (0) days of the date of the order granting this Motion (the "Request Deadline"). c. Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving a timely Request if 0 Howard Hughes Pkwy (0) - 0-/.doc

8 Case --lbr Doc Entered 0// :0:0 Page of 0 the Debtors in their discretion determine that the Request is reasonable or if the parties negotiate alternate consensual provisions. d. If the Debtors believe that a Request is unreasonable, the Debtors shall file a motion pursuant to Section (c) (a "Determination Motion") within thirty (0) days after the Request Deadline. The Determination Motion shall seek a determination from the Court that the Utility Deposit account, plus any additional consideration offered by the Debtors, constitutes adequate assurance of payment. Pending notice and a hearing of the Determination Motion, the Utility Provider that is the subject of the Determination Motion may not alter, refuse or discontinue services to the Debtors, or recover or set off against a prepetition deposit. e. Any Utility Provider that fails to make a timely Request shall be deemed to be satisfied that the Debtors' Proposed Adequate Assurance provides adequate assurance of payment to such Utility Provider within the meaning of Section, and shall further be deemed to have waived any right to seek additional adequate assurance during the course of these Chapter Cases.. To the extent the Debtors subsequently identify additional providers of utilities, the Debtors seek authority, in their sole discretion, to amend the Utility Service List to add or remove any Utility Provider. For those Utility Providers that are subsequently added to the Utility Service List, the Debtors will serve a copy of this Motion, along with the applicable portion of the amended Utility Service List and any order entered in connection with this Motion. Any subsequently added Utility Provider that objects to the Debtors' Proposed Adequate Assurance will be subject to the Procedures and must file a Request within thirty (0) days of being served with the relevant order.. The Debtors further request that all Utility Providers, including subsequently added Utility Providers, be prohibited from altering, refusing, or discontinuing utility services to the Debtors absent further order of the Court. / / / 0 Howard Hughes Pkwy (0) - 0-/_.doc

9 Case --lbr Doc Entered 0// :0:0 Page of V. LEGAL AUTHORITY Section (c)(), as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 00, specifically addresses utility services to a Chapter debtor. See U.S.C. (c)(). Specifically, Section (c)() provides that a utility company may alter, refuse, or discontinue service, if within thirty (0) days after a chapter filing, such utility has not received adequate "assurance of payment" that is satisfactory to the utility. See U.S.C. (c)(). Section (c)()(a) provides that the term "assurance of payment" means: "(i) a cash deposit; (ii) a letter of credit; (iii) a certificate of deposit; (iv) a surety bond; (v) a prepayment of utility consumption; or, (vi) another form of security that is mutually agreed on between the utility and the debtor or trustee." Id. at (c)()(a). Thus, since Section (c) now specifies the form of assurance that will be deemed adequate, it leaves the question of the amount of assurance that must be provided squarely within the court's discretion. See id. at (c)()(a) ("A court may, after request of a party in interest and after notice and hearing, modify the amount of adequate assurance payment required."); see also In re Haven Eldercare, LLC, 00 WL, at * (Bankr. D. Conn. 00) (court modified the amount of adequate assurance to equal a cash deposit in an amount equal to that Debtor's average monthly invoice over the last months); In re Viking Offshore (USA) Inc., 00 WL, at * (Bankr. S.D. Tex. 00) ("The structure of Section is such that, if [d]ebtors are unable to provide an offer of adequate 0 assurance satisfactory to the utility, the utility may insist on a different amount, subject to a determination by the court."). While the court has discretion in determining the amount of assurance, such discretion is not limitless; Section (c)()(b) lists certain factors that a court may not consider. Specifically, courts may no longer consider: (a) the absence of a security deposit before a debtor's petition date; (b) a debtor's history of timely payments; or (c) the availability of an administrative expense priority. 0 Howard Hughes Pkwy (0) - 0-/_.doc

10 Case --lbr Doc Entered 0// :0:0 Page of 0 Nonetheless, a court's discretion under Section (c) is nearly identical to the discretion it has under Section (b). Compare U.S.C. (b) ("On request of a party in interest and after notice and a hearing, the court may order reasonable modification of the amount of the deposit or other security necessary to provide adequate assurance of payment"), with U.S.C. (c)()(a) ("On request of a party in interest and after notice and a hearing, the court may order modification of the amount of an assurance payment under paragraph ()."). Courts construing Section (b) have long recognized that adequate assurance does not constitute an absolute guaranty of the debtor's ability to pay. See In re Steinebach, 0 B.R., (Bankr. D. Ariz. 00) ("Adequate assurance of payment is not, however, absolute assurance.... a Bankruptcy Court is not required to give a [Utility Provider] the equivalent of a guarantee of payment, but must only determine that the utility is not subject to any unreasonable risk of non-payment for postpetition services.") (citing In re Adelphia Bus. Solutions, Inc., 0 B.R., 0 (S.D.N.Y. 00); see also Virginia Elec. & Power Co. v. Caldor, Inc.-N.Y. (In re Caldor, Inc.-N.Y.), B.R., (S.D.N.Y. ), aff d, F.d (d Cir. ) ("Section (b) requires a Bankruptcy Court to determine whether the circumstances are sufficient to provide a utility with 'adequate assurance' of payment. The statute does not require an 'absolute guaranty of payment."). Courts have recognized that, in analyzing the requisite level of adequate assurance, they should "focus upon the need of the utility for assurance, and to require that the debtor supply no more than that, since the debtor almost perforce has a conflicting need to conserve scarce financial resources." Caldor, Inc.-N.Y., F.d at 0 (citing In re Penn Jersey Corp., B.R. (Bankr. E.D. Pa. )). It is also well-established that Section (b) permits a court to find that no adequate assurance payment at all is necessary to provide a utility with adequate assurance of payment. See id. at 0 ("Even assuming that 'other security' should be interpreted narrowly,... a bankruptcy court's authority to 'modify' the level of the 'deposit or other security' provided for under (b), includes the power to require 'no deposit or other security' where none is necessary to provide a utility supplier with 'adequate assurance of payment."). This principle 0 Howard Hughes Pkwy (0) - 0-/_.doc

11 Case --lbr Doc Entered 0// :0:0 Page of 0 may be applicable in cases where the debtor has made prepetition deposits or prepayments for services that utilities will ultimately render postpetition. See U.S.C. (c)()(a)(v) (recognizing a prepayment for postpetition services as adequate assurance). Accordingly, even after BAPCPA's revisions to Section, courts continue to have discretion to determine the amount of adequate assurance payments and, where appropriate, to determine that no such payment is necessary. The Debtors have sufficient resources to pay, and intend to pay, all valid postpetition obligations for utility services in a timely manner, especially considering that the aggregate amount of the Debtors' utility obligations is not overwhelming. In addition, the Debtors have a powerful incentive to stay current on their utility obligations because of their reliance on utility services for the operation of their business. These factors, which the Court may (and should) consider when determining the amount of any adequate assurance payments, justify a finding that no adequate assurance payment is required in these Chapter Cases. In light of the foregoing, the Debtors respectfully submit that the Debtors' Proposed Adequate Assurance is more than sufficient to assure the Utility Providers of future payment. Moreover, if a Utility Provider disagrees with the Debtors' analysis, the Procedures will enable the parties to negotiate and, if necessary, seek Court intervention without jeopardizing the Debtors' continuing operations. If a Utility Provider fails to timely file a Request in accordance with the Procedures, however, such Utility Provider shall be deemed to consent to the Procedures and shall be bound by any order approving this Motion. See In re Syroco, Inc., No. 0-00, 00 WL 0, at * (Bankr. D.P.R. 00) (a utility provider's lack of objection, response or counter-demand after receiving notice of hearing on utilities motion, notice of interim order and notice of final hearing constitutes tacit acceptance of the debtor's proposed two-week cash deposit as adequate assurance of payment as such term is used in Section ). The proposed Procedures are necessary for the Debtors to carry out their reorganization efforts. If they are not approved, the Debtors could be forced to address a host of requests by their Utility Providers in a disorganized manner during the critical first weeks of their reorganization. Moreover, the Debtors could be blindsided by a Utility Provider unilaterally 0 Howard Hughes Pkwy (0) - 0-/.doc

12 Case --lbr Doc Entered 0// :0:0 Page of 0 deciding--on or after the thirtieth day following the Petition Date--that it is not adequately protected and discontinuing service or making an exorbitant demand for payment to continue service. Discontinuation of utility service, particularly electricity at the Debtors hotel and casino properties, could essentially shut down operations, and any significant disruption of operations could put the Debtors' reorganization efforts in jeopardy. See id.. Under the circumstances of these Cases, the Debtors believe that the establishment of a cash reserve, in an amount that is substantial relative to the Debtors' estimated monthly utilities consumption, constitutes adequate assurance of payment under Section (c). Nothing contained herein is intended or should be construed as an admission as to the validity of any claim against the Debtors, a waiver of the Debtors' rights to dispute any claim, or an approval or assumption of any agreement, contract, or lease under Section. The Debtors expressly reserve their rights to contest any invoice of a Utility Provider under applicable nonbankruptcy law. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the Court's order is not intended and should not be construed as an admission as to the validity of any claim or a waiver of the Debtors' rights to dispute such claim subsequently. VI. NOTICE Prior to the Petition Date, the Debtors used their best efforts to contact all of their Utility Providers and get specific and personal contact information (i.e., not just the general Post Office box where payments are remitted) where notices of bankruptcy and this Motion could be sent, including but not limited to fax and addresses to allow for immediate delivery when such information was available. See id. If. This specific delivery information is reflected in Exhibit "" attached hereto. As such, the Debtors have used their best efforts under the circumstances to provide Utility Providers notice of this Motion and the proposed Procedures going forward. In light of the nature of the relief requested, the Debtors respectfully submit that no further notice is necessary. / / / / / / 0 Howard Hughes Pkwy (0) - 0-/.doc

13 Case --lbr Doc Entered 0// :0:0 Page of VII. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit "," thereby ordering as follows: (a) determining that their Utility Providers have been provided with adequate assurance of payment within the meaning of Section by establishment of the Utility Deposit Account; (b) approving the Debtors' proposed Procedures whereby Utility Providers may request additional or different adequate assurance; (c) prohibiting the Utility Providers from altering, refusing, or discontinuing services on account of prepetition amounts outstanding and on account of any perceived inadequacy of the Debtors' Proposed Adequate Assurance; (d) determining that the Debtors are not required to provide any additional adequate assurance beyond what is proposed by this Motion; and (e) granting such other and further relief as is just and proper. DATED this //, day of July, 0. GORDON SILVER By: GERALD M. GORDO THOMAS H. FELL, ESQ. 0 Howard Hughes Pkwy., th Floor [Proposed] Attorneys for Debtors 0 0 Howard Hughes Pkwy (0) - 0-/.doc

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15 Case --lbr Doc - Entered 0// :0:0 Page of 0 0 Howard Hughes Pkwy (0) - GERALD M. GORDON, ESQ. Nevada Bar No. ggordon@gordonsilver.com THOMAS H. FELL, ESQ. Nevada Bar No. tfell@gordonsilver.com 0 Howard Hughes Pkwy., th Floor Telephone (0) - Facsimile (0) - [Proposed] Attorneys for Debtors In re: RIVIERA HOLDINGS CORPORATION Affects this Debtor. Affects all Debtors. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA q Affects RIVIERA OPERATING CORPORATION q Affects RIVIERA BLACK HAWK, INC. Case No.: -xxxxx-xxx; Chapter Jointly Administered with: Date: Time: -xxxxx Riviera Operating Corporation -xxxxx Riviera Black Hawk, Inc. ORDER GRANTING DEBTORS' EMERGENCY MOTION PURSUANT TO U.S.C. (a) AND FOR AN ORDER DETERMINING THAT ADEQUATE ASSURANCE HAS BEEN PROVIDED TO UTILITY COMPANIES Riviera Holdings Corporation, a Nevada corporation ("Riviera"), Riviera Operating Corporation, a Nevada Corporation ("ROC"), Riviera Black Hawk, Inc., a Colorado corporation ("RBH" and, together with the foregoing entities, the "Debtors"), the Debtors and Debtors-inpossession, filed their Emergency Motion Pursuant To U.S.C. (a) And For An Order Determining That Adequate Assurance Has Been Provided To Utility Companies (the "Motion"). All undefined, capitalized terms shall have the meaning ascribed to them in the Motion. 0-/. doc

16 Case --lbr Doc - Entered 0// :0:0 Page of 0 The Motion came on for hearing before the above-captioned Court and Debtors appeared by and through their proposed counsel, the law firm of, and all other appearances were noted in the record. The Court reviewed the Motion and the other pleadings and papers on file, and heard and considered the argument of counsel. The Court stated its findings of fact and conclusions of law on the record at the hearing on the Motion, which findings of fact and conclusions of law are incorporated herein by this reference in accordance with Fed. R. Civ. P., made applicable pursuant to Fed. R. Bankr. P. 0. It appearing that the relief requested in the Motion is in the best interest of the Debtors, their estates, and their creditors, and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED as follows:. The Motion is granted in its entirety;. Except in accordance with the procedures set forth below, absent further order of the Court, the Debtors' utilities (as such term is used in Section of Title of the United States Code (the "Bankruptcy Code"), collectively, the "Utility Providers") are prohibited from (a) altering, refusing, or discontinuing service to, or discriminating against the Debtors solely on the basis of the commencement of these cases or on account of any unpaid invoice for services provided before the Petition Date, and (b) requiring the payment of a deposit or other security in connection with the Utility Providers' continued provision of utility services, including the furnishing of gas, heat, electricity, water, telephone service, or any other utility of like kind, to the Debtors;. If a Utility Provider is not satisfied with the assurance of payment provided under this order, the Utility Provider must serve a written request (a "Request") for additional assurance of payment, which Request must be served upon the Debtors' counsel so that it is actually received within thirty (0) days of the date of this order (the "Request Deadline"). The Request must set forth the location(s) for which utility services are provided, the last digits of the account number(s) for such location(s), the outstanding balance for each account and a summary of the Debtors' payment history on each account. Without further order of the Court, the Debtors may enter into agreements granting additional adequate assurance to a Utility 0 Howard Hughes Pkwy (0) - 0-/.doc

17 Case --lbr Doc - Entered 0// :0:0 Page of 0 Provider serving a timely Request if the Debtors in their discretion determine that the Request is reasonable or if the parties negotiate alternate consensual provisions;. If the Debtors believe that a Request is unreasonable, the Debtors shall file a motion pursuant to Section (c)() of the Bankruptcy Code (a "Determination Motion") within thirty (0) days after the Request Deadline, seeking a determination from the Court that the interest-bearing account established by the Debtors, holding an amount equal to 0 percent of the Debtors' estimated cost of their monthly utility consumption (the "Utility Deposit Account") constitutes adequate assurance of payment. Pending notice and a hearing on the Determination Motion, the Utility Provider that is the subject of the Request may not alter, refuse, or discontinue services to the Debtors nor recover or set off against a prepetition deposit;. Any Utility Provider that fails to make a timely Request shall be deemed to be satisfied that the Debtors' Adequate Assurance provides adequate assurance of payment to such Utility Provider within the meaning of Section of the Bankruptcy Code, and shall further be deemed to have waived any right to seek additional adequate assurance during the course of these Chapter Cases;. The Debtors shall serve this order upon each of the Utility Providers listed on Exhibit "" (the "Utility Providers List") attached to the Motion, at the addresses listed thereon, by first-class mail, postage prepaid, within five () business days after the date of entry of this order;. The Debtors may supplement the Utility Providers List. Any subsequently identified Utility Provider set forth on a supplemental exhibit will fall within the scope of this order from the date of the filing of such supplemental exhibit. Any Utility Provider not listed on the original Utility Provider List but included on a supplemental exhibit shall be served with notice and a copy of this order within five () business days after the supplemental exhibit is filed with the Court, and is afforded thirty (0) days from the date of service to make a Request. Such Request must otherwise comply with the requirements of this order;. Nothing in this order or the Motion shall be deemed to vacate or modify any other restrictions on the termination of service by a Utility Provider as provided by Sections 0 Howard Hughes Pkwy (0) - 0-/_.doc

18 Case --lbr Doc - Entered 0// :0:0 Page of 0 and of the Bankruptcy Code or other applicable law, and nothing herein or in the Motion shall constitute postpetition assumption or adoption of any agreement pursuant to Section of the Bankruptcy Code nor shall anything herein be deemed a waiver by the Debtors or any other party of any right with respect to the assumption or rejection of an executory contract;. Any interested party who fails to file and serve a written objection to this order within thirty (0) days after service of this order shall be deemed to have consented to the provisions thereof. Any objection to this order shall be adjudicated by the Court following a hearing on notice;. Notwithstanding the possible applicability of Bankruptcy Rules 00(h), the terms and conditions of this order shall be immediately effective and enforceable upon its entry, and;. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this order. IT IS SO ORDERED. PREPARED AND SUBMITTED: GORDON SILVER By: GERALD M. GORDON, ESQ. THOMAS H. FELL, ESQ. 0 Howard Hughes Pkwy., th Floor Proposed Attorneys for Debtors 0 Howard Hughes Pkwy (0) - 0-/.doc

19 Case --lbr Doc - Entered 0// :0:0 Page of LR 0 CERTIFICATION In accordance with LR 0, counsel submitting this document certifies as follows: =I The Court waived the requirement of approval under LR 0. q This is a chapter or case, and either with the motion, or at the hearing, I have delivered a copy of this proposed order to all counsel who appeared at the hearing, any unrepresented parties who appeared at the hearing, and each has approved or disapproved the order, or failed to respond as indicated below [list each party and whether the party has approved, disapproved, or failed to respond to the document]: This is a chapter,, or case, and I have delivered a copy of this proposed order to all counsel who appeared at the hearing, any unrepresented parties who appeared at the hearing, and each has approved or disapproved the order, or failed to respond, as indicated below [list each party and whether the party has approved, disapproved, or failed to respond to the document]: q I have certified that I have served a copy of this order with the motion, and no parties appeared or filed written objections. ### 0 0 Howard Hughes Pkwy (0) - 0-/.doc

20 Case --lbr Doc - Entered 0// :0:0 Page of EXHIBIT

21 Case --lbr Doc - Entered 0// :0:0 Page of Name Address Account Riviera Operating Corporation Utilities Companies NV Energy PO Box 00, Reno, NV 0-0 Commerce Energy Remittance Drive Suite 0, Chicago, IL 0-0 Southwest Gas PO Box 0, Las Vegas, NV -0 Southwest Gas PO Box 0, Las Vegas, NV - Southwest Gas PO Box, Las Vegas, NV - Clark County Water Reclamation District PO Box, Las Vegas, NV - Las Vegas Valley Water District 0 S Valley View Blvd., Las Vegas, NV Telrite Corporation PO Box 0, Dallas TX -00 Verizon Wireless PO Box 0, Dallas TX 0 Century Link PO Box 00, Dallas TX -00 Mpower Communications PO Box 00, LA, CA DC T RBH Utilities Companies Xcel Energy Black Hawk/Central City Sanitation District City of Black Hawk Qwest Qwest Qwest Qwest Qwest Qwest Qwest Qwest P.O. Box 0 Denver, CO 00 P.O. Box Black Hawk, CO 0 P.O. Box Black Hawk, CO 0 P.O. Box 00 Phoenix, AZ 0-00 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ 0-0 P.O. Box 00 Phoenix, AZ b k m b b 0-- b 0--0 b m