Common use of Agreements of the Issuers Clause in Contracts

Agreements of the Issuers. Each of the Issuers, jointly and severally, hereby agrees with the Initial Purchaser as follows: (a) To advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereof, or the initiation of any proceeding by any state securities commission or other federal or state regulatory authority for such purpose and (ii) of the happening of any event during the period referred to in Section 5(c) hereof that makes any statement of a material fact made in the Final Offering Circular untrue or that requires the making of any additions to or changes in the Final Offering Circular in order to make the statements therein in light of the circumstances in which they were made not misleading. The Issuers shall use their best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of Series A Notes under any state securities or Blue Sky laws, and if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Series A Notes under any state securities or Blue Sky laws, the Issuers shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuers as many copies of the Preliminary Offering Circular and the Final Offering Circular, and any amendments or supplements thereto, as the Initial Purchaser may reasonably request. Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 9 hereof, the Issuers consent to the use of the Final Offering Circular, and any amendments and supplements thereto, by the Initial Purchaser in connection with Exempt Resales. (c) During such period as in the opinion of counsel for the Initial Purchaser an Offering Circular is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market- making activities of the Initial Purchaser for so long as any Series A Notes are outstanding, (i) not to make any amendment or supplement to the Offering Circular of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised (unless in the opinion of counsel to the Company, such amendment or supplement is required by law) and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Circular which may be necessary in connection with such Exempt Resales or such market-making activities. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers or in the reasonable judgment of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Circular in order to comply with applicable law or to make the statements therein, in the light of the circumstances when such Offering Circular is delivered to an Eligible Purchaser, not materially misleading, forthwith to notify the Initial Purchaser and to prepare an appropriate amendment or supplement to such Offering Circular so that the Offering Circular complies with applicable law or so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when the Offering Circular is so delivered, be materially misleading, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) To cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Series A Notes for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that neither of the Issuers shall be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Preliminary Offering Circular, the Final Offering Circular or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) To apply the proceeds from the sale of the Series A Notes as set forth under the caption "Use of Proceeds" in the Offering Circular and to comply with the provisions of the Collateral Documents and the Manager Subordination Agreement concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement. (g) So long as any Notes are outstanding and prior to the consummation of the Exchange Offer, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Issuers and their subsidiaries on a consolidated basis (and similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of members' or shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuers' independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (beginning with respect to the fiscal quarter ending on October 26, 1997) (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (h) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Issuers are listed and such other publicly available information concerning the Issuers and/or its subsidiaries as the Initial Purchaser may reasonably request. (i) So long as any of the Series A Notes remain outstanding and during any period in which the Issuers are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make ------------ available to any holder of Series A Notes in connection with any sale thereof and any prospective purchaser of such Series A Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. --------------------- (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, and except as provided in the following paragraph, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Issuers and accountants of the Issuers in connection with the sale and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, and all other fees or expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Circular, the Final Offering Circular and all amendments and supplements to any of the foregoing (including financial statements) specified in Section 5(c) and 5(d) prior to or during the period specified in Section 5(c), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Notes, (iv) the performance by the Issuers of their other obligations under this Agreement and the other Operable Documents, (v) all expenses in connection with the registration or qualification of the Series A Notes for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (vi) the cost of printing any certificates representing the Series A Notes, (vii) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of the National Association of Securities Dealers, Inc. ("NASD"), (viii) the ---- fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Notes, (ix) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (x) any fees charged by rating agencies for the rating of the Notes, (xi) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, (xii) the fees and expenses of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement Agreement, (xiii) reasonable "roadshow" travel and other reasonable expenses incurred in connection with the marketing and sale of the Notes, (xiv) if the sale of the Notes is consummated, reimbursement of the first $75,000 of the Initial Purchaser's reasonable disbursements and out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement, with the exception of the fees and disbursements of counsel for the Initial Purchaser, which shall be borne solely by the Initial Purchaser and (xv) and all other costs and expenses incident to the performance of the obligations of the Issuers hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to effect the inclusion of the Series A Notes in PORTAL and to maintain the listing of the Series A Notes on PORTAL for so long as any Series A Notes are outstanding. (l) To obtain the approval of DTC for "book-entry" transfer of the Notes (other than Definitive Notes), and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (m) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Issuers or any warrants, rights or options to purchase or otherwise acquire debt securities of the Issuers substantially similar to the Notes (other than the Notes), without the prior written consent of the Initial Purchaser. (n) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Notes under the Act. (o) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes. (p) To cause the Exchange Offer to be made in the appropriate form to permit the Series B Notes registered pursuant to the Act to be offered in exchange for the Series A Notes and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (q) To comply with all of its agreements set forth in the Registration Rights Agreement. (r) To diligently seek the issuance of any Authorization (as defined herein) which is necessary for the Company to develop, own and operate the Isle- Black Hawk (as defined in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Gaming Authority or Liquor Licensing Authority. (s) To diligently seek the execution and delivery of the Subdivision Agreement by each of the parties thereto substantially in the form in which it exists on the Closing Date. (t) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes.

Agreements of the Issuers. Each of the Issuers, jointly and severally, Issuer hereby agrees with the Initial Purchaser Purchasers as follows: (a) To advise the Initial Purchaser Purchasers promptly and, if requested by the Initial PurchaserPurchasers, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Notes Securities for offering or sale in any jurisdiction designated by the Initial Purchaser Purchasers pursuant to Section 5(e) hereof, or the initiation of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose and (ii) of the happening of any event during the period referred to in Section 5(c) hereof below that makes any statement of a material fact made in the Final Preliminary Offering Circular Memorandum or the Offering Memorandum untrue or that requires the making of any additions to or changes in the Final Preliminary Offering Circular Memorandum or the Offering Memorandum in order to make the statements therein in light of the circumstances in which they were made not misleading. The Issuers shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of Series A Notes Securities under any state securities or Blue Sky lawslaws and, and if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Series A Notes Securities under any state securities or Blue Sky laws, the Issuers shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish the Initial Purchaser Purchasers and those persons identified by the Initial Purchaser Purchasers to the Issuers as many copies of the Preliminary Offering Circular Memorandum and the Final Offering CircularMemorandum, and any amendments or supplements thereto, as the Initial Purchaser Purchasers may reasonably requestrequest for the time period specified in Section 5(c). Subject to the Initial Purchaser's Purchasers' compliance with its the representations and warranties and agreements set forth in Section 9 7 hereof, the Issuers consent to the use of the Final Preliminary Offering CircularMemorandum and the Offering Memorandum, and any amendments and supplements theretothereto required pursuant hereto, by the Initial Purchaser Purchasers in connection with Exempt Resales. (c) During (1) the period commencing on the date hereof and ending on the date the Offering Memorandum is first mailed in connection with Exempt Resales by the Initial Purchasers and (2) such period thereafter as in the opinion of counsel for the Initial Purchaser Purchasers an Offering Circular Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser Purchasers, and in connection with market- market-making activities of the Initial Purchaser Purchasers for so long as any Series A Notes Securities are outstanding, (i) not to make any amendment or supplement to the Offering Circular Memorandum of which the Initial Purchaser Purchasers shall not previously have been advised or to which the Initial Purchaser Purchasers shall reasonably object after being so advised (unless in the opinion of counsel to the Company, such amendment or supplement is required by law) and (ii) to prepare promptly upon the Initial Purchaser's Purchasers' reasonable request, any amendment or supplement to the Offering Circular Memorandum which may be necessary or advisable in connection with such Exempt Resales or such market-making activities. (d) If, during the period periods referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers or in the reasonable judgment opinion of counsel to the Initial PurchaserPurchasers, it becomes necessary to amend or supplement the Offering Circular Memorandum in order to comply with applicable law or to make the statements therein, in the light of the circumstances when such Offering Circular Memorandum is delivered to an Eligible Purchaser, not materially misleading, forthwith or if, in the opinion of counsel to notify the Initial Purchaser and Purchasers, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Circular so that the Offering Circular complies with applicable law or Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when the Offering Circular it is so delivered, be materially misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser Purchasers and such other persons as the Initial Purchaser Purchasers may designate such number of copies thereof as the Initial Purchaser Purchasers may reasonably request. (e) To Prior to the sale of all Units pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser Purchasers and counsel to the Initial Purchaser Purchasers in connection with the registration or qualification of the Series A Notes Units for offer and sale to the Initial Purchaser Purchasers and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that neither of the Issuers Issuer shall be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Preliminary Offering Circular, the Final Offering Circular or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) To apply the proceeds from the sale of the Series A Notes as set forth under the caption "Use of Proceeds" in the Offering Circular and to comply with the provisions of the Collateral Documents and the Manager Subordination Agreement concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement. (g) So long as any Notes the Securities are outstanding and prior to the consummation of the Exchange OfferIndenture or Warrant Agreement so requires, (i) to mail and make generally available as soon as practicable (in the time period required to file a Form 10-K with the Commission if either Issuer was required to file such form) after the end of each fiscal year to the record holders of the Notes or Warrants, a financial report of the Issuers and their subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of members' or shareholdersstockholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuers' independent public accountants and (ii) to mail and make generally available as soon as practicable (in the time period required to file a Form 10-Q with the Commission if either Issuer were required to file such form) after the end of each quarterly period (beginning with respect to the fiscal quarter ending on October 26, 1997) (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (hg) So long as the Notes Securities are outstanding, to furnish to the Initial Purchaser Purchasers as soon as available copies of all reports or other communications furnished by either Issuer to its security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Issuers are either Issuer is listed and such other publicly available information concerning the Issuers and/or its their subsidiaries as the Initial Purchaser Purchasers may reasonably request. (ih) So long as any of the Series A Notes Securities remain outstanding and during any period in which the Issuers are an Issuer is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make ------------ available to any holder of Series A Notes Securities in connection with any sale thereof and any prospective purchaser of such Series A Notes Securities from such holder, upon request, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. ---------------------Act concerning the Issuers or the Securities. (ji) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, and except as provided in the following paragraph, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Issuers and accountants of the Issuers in connection with the sale and delivery of the Series A Notes Securities to the Initial Purchaser Purchasers and pursuant to Exempt Resales, and all other fees or and expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering CircularMemorandum, the Final Offering Circular Memorandum and all amendments and supplements to any of the foregoing (including financial statements) specified in Section 5(c) and 5(d) prior to or during the period specified in Section 5(c), including the mailing and delivering of copies thereof to the Initial Purchaser Purchasers and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Notes Securities to the Initial Purchaser Purchasers and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A NotesSecurities, (iv) the performance by the Issuers of their other obligations under this Agreement and the other Operable Documents, (v) all expenses in connection with the registration or qualification of the Series A Notes Securities for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Initial Purchaser Purchasers in connection with such registration or qualification and memoranda relating thereto), (viv) the cost of printing any certificates representing the Series A NotesSecurities, (viivi) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of Securities in the National Association of Securities Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (viiivii) the ---- fees and expenses of the Trustee Trustee, the Warrant Agent, the Unit Agent and the Trustee's their counsel in connection with the Indenture and Indenture, the Notes, the Warrant Agreement, the Warrants, the Unit Agreement and the Unit, (ixviii) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (xix) any fees charged by rating agencies for the rating of the Notes, (xix) all costs and expenses associated with the performance of the Exchange Offer and any Registration Statement, as set forth in Issuers of their obligations under the Registration Rights AgreementOperative Documents, (xiixi) the all reasonable and documented out-of-pocket expenses (including reasonable legal fees and expenses expenses) of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement AgreementU.S. Bancorp Investments, (xiii) reasonable "roadshow" travel and other reasonable expenses Inc. incurred in connection with the marketing sale and sale delivery of the Notes, (xiv) if Securities; provided that the sale aggregate amount of the Notes is consummated, reimbursement of the first $75,000 of the Initial Purchaser's reasonable disbursements and such out-of-pocket expenses incurred shall not exceed $250,000, as pursuant to an Engagement Letter among Libra Investments, Inc., G+G Retail, Inc., and the other parties thereto, dated as of July 15, 1998; provided, further, that such costs and expenses shall only be payable (x) if (A) an agreement has been reached on or before the Closing Date (in connection with any event prior to the transactions contemplated by this Agreement, with the exception consummation of the fees offering) whereby Cerberus G&G Retail L.L.C. ("Cerberus") waives or otherwise relinquishes its anti-dilution adjustment rights as a result of the issuance of the Warrants and disbursements the issuance of counsel for shares underlying the Warrants, or (B) the Initial PurchaserPurchasers cure or satisfy the effects of the anti-dilution adjustment rights with respect to the Warrants whereby Pegasus Partners, which shall be borne solely by L.P., Pegasus Related Partners, L.P., Pegasus G&G Retail, L.P. and Pegasus G&G Retail II, L.P. do not experience ratable dilution of their common shares of Holdings, or (y) if the Initial Purchaser Company otherwise agrees and (xvxii) and all other costs and expenses incident to the performance of the obligations of the Issuers hereunder for which provision is not otherwise made in this Section. (kj) To use its reasonable best efforts to effect the inclusion of the Series A Units, Warrants and Notes in PORTAL and to maintain the listing of the Series A Units, Warrants and Notes on PORTAL for so long as any Series A Notes such securities are outstanding. (lk) To use its reasonable best efforts to obtain the approval of DTC for "book-entry" transfer of the Notes (other than Definitive Notes)Securities, and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes Securities by DTC for "book-entry" transfer. (m) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Issuers or any warrants, rights or options to purchase or otherwise acquire debt securities of the Issuers substantially similar to the Notes (other than the Notes), without the prior written consent of the Initial Purchaser. (nl) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes Units to the Initial Purchaser Purchasers or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Notes Units under the Act. (om) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any NotesSecurities. (pn) To use its reasonable best efforts to cause the Exchange Offer to be made in the appropriate form to permit the Series B Notes registered pursuant to the Act to be offered in exchange for the Series A Notes Notes, and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (qo) To comply with all of its agreements set forth in the Registration Rights AgreementAgreements. (r) To diligently seek the issuance of any Authorization (as defined herein) which is necessary for the Company to develop, own and operate the Isle- Black Hawk (as defined in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Gaming Authority or Liquor Licensing Authority. (s) To diligently seek the execution and delivery of the Subdivision Agreement by each of the parties thereto substantially in the form in which it exists on the Closing Date. (tp) To use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A NotesUnits. (q) To repay all outstanding indebtedness under the Senior Bridge Notes (as defined in the Offering Memorandum) on or prior to the Closing Date.

Agreements of the Issuers. Each of the Issuers, jointly Issuers covenants and severally, hereby agrees with the Initial Purchaser as followsPurchasers that: (a) To The Issuers shall advise the Initial Purchaser Purchasers as promptly as reasonably practicable, and, if requested by the Initial PurchaserPurchasers, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Notes or the related Guarantees for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereofjurisdiction, or the initiation of any proceeding for such purpose by any state securities commission or other federal or state regulatory authority for such purpose and (ii) for a period of 60 days after the Closing Date of the happening of any event during the period referred to in Section 5(c) hereof that makes any statement of a material fact made in the Final Preliminary Offering Circular Memorandum or the Offering Memorandum untrue or that requires the making of any additions to or changes in the Final Preliminary Offering Circular Memorandum or the Offering Memorandum in order to make the statements therein Preliminary Offering Memorandum or the Offering Memorandum not misleading in the light of the circumstances in which they were made not misleadingexisting at the time it is delivered to an Eligible Purchaser. The Issuers shall use their best commercially reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of Series A Notes or the related Guarantees under any state securities or Blue Sky lawslaws and, and if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Series A Notes or the related Guarantees under any state securities or Blue Sky laws, the Issuers shall use their best commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish The Issuers shall, without charge, provide to the Initial Purchaser Purchasers and to counsel to the Initial Purchasers, and to those persons identified by the Initial Purchaser Purchasers to the Issuers Company as many copies of the Preliminary Offering Circular Memorandum and the Final Offering CircularMemorandum, and any amendments or supplements thereto, as the Initial Purchaser Purchasers may reasonably request. Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 9 hereof, the The Issuers consent to the use of the Final Preliminary Offering CircularMemorandum and the Offering Memorandum, and any amendments and supplements theretothereto required pursuant hereto, by the Initial Purchaser Purchasers in connection with Exempt Resales. (c) During None of the Issuers will amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto during such period as in the reasonable opinion of counsel for the Initial Purchaser an Purchasers the Preliminary Offering Circular Memorandum or the Offering Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market- market-making activities of the Initial Purchaser Purchasers for so long as any Series A Original Notes are outstandingoutstanding unless the Initial Purchasers shall previously have been advised thereof and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent which shall not be unreasonably withheld. The Issuers shall as promptly, (i) not as practicable upon the reasonable request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendment or supplement to the Preliminary Offering Circular of which the Initial Purchaser shall not previously have been advised Memorandum or to which the Initial Purchaser shall reasonably object after being so advised (unless in the opinion of counsel to the Company, such amendment or supplement is required by law) and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Circular which Memorandum that may be reasonably necessary or advisable in connection with such Exempt Resales or such market-market making activities. (d) If, during the period referred to in Section 5(c6(c) above, any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers it is necessary or advisable, in the reasonable judgment opinion of counsel to for the Initial PurchaserPurchasers, it becomes necessary to amend or supplement the Preliminary Offering Circular Memorandum or the Offering Memorandum in order to comply with applicable law make such Preliminary Offering Memorandum or to make the statements therein, Offering Memorandum not misleading in the light of the circumstances when such Offering Circular existing at the time it is delivered to an Eligible Purchaser, not materially misleading, forthwith to notify or if in the reasonable opinion of counsel for the Initial Purchaser and Purchasers it shall be is necessary or advisable to prepare an appropriate amendment amend or supplement to such the Preliminary Offering Circular so that Memorandum or the Offering Circular complies Memorandum to comply with applicable law laws, rules or regulations, the Issuers shall (subject to Section 6(c)) promptly, as reasonably practicable, amend or supplement such Preliminary Offering Memorandum or Offering Memorandum so that the statements thereinthat, as so amended or supplemented, such Preliminary Offering Memorandum or Offering Memorandum will notnot include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading or so that such Preliminary Offering Memorandum or Offering Memorandum will comply with all applicable laws, in the light of the circumstances when the Offering Circular is so delivered, be materially misleading, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably requestrules or regulations. (e) To The Issuers shall cooperate with the Initial Purchaser Purchasers and counsel to for the Initial Purchaser Purchasers in connection with the qualification or registration or qualification of the Series A Original Notes and the Guarantees thereof for offer offering and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or “Blue Sky Sky” laws of such jurisdictions as the Initial Purchaser Purchasers may request designate and to shall continue such qualification qualifications in effect so for as long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualificationcomplete the Exempt Resales; provided, however, that neither in connection therewith none of the Issuers shall be required in connection therewith to register or qualify as a foreign corporation where it is not now so qualified or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation otherwise subject, in each case, other than as to matters and transactions relating to the Preliminary Offering CircularMemorandum, the Final Offering Circular Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) To If this Agreement shall terminate or shall be terminated after execution because of any failure or refusal on the part of the Issuers to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection herewith. (g) The Company shall apply the net proceeds from the sale of the Series A Original Notes as in the manner set forth under the caption "“Use of Proceeds" ” in the Offering Circular and to comply with the provisions of the Collateral Documents and the Manager Subordination Agreement concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement. (g) So long as any Notes are outstanding and prior to the consummation of the Exchange Offer, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Issuers and their subsidiaries on a consolidated basis (and similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of members' or shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuers' independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (beginning with respect to the fiscal quarter ending on October 26, 1997) (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding yearMemorandum. (h) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the The Issuers are listed and such other publicly available information concerning the Issuers and/or its subsidiaries as the Initial Purchaser may reasonably request. (i) So long as any of the Series A Notes remain outstanding and during any period in which the Issuers are shall not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make ------------ available to any holder of Series A Notes in connection with any sale thereof and any prospective purchaser of such Series A Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. --------------------- (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, and except as provided in the following paragraph, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Issuers and accountants of the Issuers in connection with the sale and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, and all other fees or expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Circular, the Final Offering Circular and all amendments and supplements to any of the foregoing (including financial statements) specified in Section 5(c) and 5(d) prior to or during the period specified in Section 5(c), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Notes, (iv) the performance by the Issuers of their other obligations under this Agreement and the other Operable Documents, (v) all expenses in connection with the registration or qualification of the Series A Notes for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (vi) the cost of printing any certificates representing the Series A Notes, (vii) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of the National Association of Securities Dealers, Inc. ("NASD"), (viii) the ---- fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Notes, (ix) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (x) any fees charged by rating agencies for the rating of the Notes, (xi) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, (xii) the fees and expenses of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement Agreement, (xiii) reasonable "roadshow" travel and other reasonable expenses incurred in connection with the marketing and sale of the Notes, (xiv) if the sale of the Notes is consummated, reimbursement of the first $75,000 of the Initial Purchaser's reasonable disbursements and out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement, with the exception of the fees and disbursements of counsel for the Initial Purchaser, which shall be borne solely by the Initial Purchaser and (xv) and all other costs and expenses incident to the performance of the obligations of the Issuers hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to effect the inclusion of the Series A Notes in PORTAL and to maintain the listing of the Series A Notes on PORTAL for so long as any Series A Notes are outstanding. (l) To obtain the approval of DTC for "book-entry" transfer of the Notes (other than Definitive Notes), and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (m) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Issuers or any warrants, rights or options to purchase or otherwise acquire debt securities of the Issuers substantially similar to the Notes (other than the Notes), without the prior written consent of the Initial Purchaser. (n) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Notes under the Act. (o) Not to voluntarily claim, and to shall actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes. (pi) To The Issuers shall do and perform all things required or necessary to be done and performed under this Agreement prior to or after the Closing Date and to satisfy all conditions precedent to the delivery of the Original Notes and the Guarantees thereof. (j) None of the Issuers or any of their respective “affiliates” (as defined in Rule 144 under the Act) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that could be integrated with the sale of the Original Notes in a manner that would require the registration under the Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Original Notes or to take any other action that would result in the Exempt Resales not being exempt from registration under the Act. (k) For so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Act and not able to be sold in their entirety under Rule 144 under the Act (or any successor provision), for the benefit of holders from time to time of Original Notes, the Company will furnish at its expense, upon request, to any holder or beneficial owner of Original Notes and prospective purchasers of the Original Notes, information specified in Rule 144A(d)(4) under the Act, unless the Issuers are then subject to Section 13 or 15(d) of the Exchange Act. (l) The Issuers shall use commercially reasonable efforts to cause the Exchange Offer to be made in the appropriate form order to permit registered Exchange Notes and the Series B Notes registered pursuant to the Act Guarantees thereof to be offered in exchange for the Series A Original Notes and the Guarantees thereof and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (qm) To The Issuers shall use commercially reasonable efforts to comply with all of its the agreements set forth in the Registration Rights AgreementAgreement and all of the agreements set forth in the representation letters to DTC relating to the approval of the Notes by DTC for “book-entry” transfer. (n) The Issuers shall use commercially reasonable efforts to (i) permit the Notes to be included for quotation on the PORTALsm market and (ii) permit the Notes to be eligible for clearance and settlement through DTC. (o) To the extent not publicly available through electronic means, during a period of three years following the Closing Date, to deliver without charge to the Initial Purchasers, as they may reasonably request, copies of (i) all reports or other publicly available information that the Company and the Guarantors mail or otherwise make available to their securityholders and (ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange and such other publicly available information concerning the Company or any of its subsidiaries, including without limitation, press releases. (p) Prior to the Closing Date, to furnish to the Initial Purchasers, as soon as they have been prepared in the ordinary course by the Company, copies of any unaudited interim financial statements for any period subsequent to the periods covered by the financial statements appearing in the Offering Memorandum. (q) The Issuers shall not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company or any Guarantor to facilitate the sale or resale of the Notes, or take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities and the Exchange Securities contemplated hereby. Except as permitted by the Act, none of the Issuers will distribute any (i) preliminary offering memorandum, including, without limitation, the Preliminary Offering Memorandum, (ii) offering memorandum, including, without limitation, the Offering Memorandum, or (iii) other offering material in connection with the offering and sale of the Securities. (r) To diligently seek For so long as the issuance Notes constitute “restricted” securities within the meaning of Rule 144(a)(3) under the Act, the Issuers shall not, and shall not permit any Subsidiary to, solicit any offer to buy or offer to sell the Notes by means of any Authorization form of general solicitation or general advertising (as defined hereinthose terms are used in Regulation D under the Act) which is necessary for or in any manner involving a public offering within the Company to develop, own and operate meaning of Section 4(2) of the Isle- Black Hawk (as defined in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Gaming Authority or Liquor Licensing AuthorityAct. (s) To diligently seek During the execution and delivery of period from the Subdivision Agreement by each of the parties thereto substantially in the form in which it exists on Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, the Issuers shall not, and shall not permit any of their respective “affiliates” (as defined in Rule 144 under the Act) to, resell any of the Securities or the Exchange Securities that constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (t) To use its best efforts to do The Issuers acknowledge and perform all things required or necessary to be done and performed under agree that (A) the terms of this Agreement and the Offering (including the terms of the Securities) were negotiated at arm’s length between sophisticated parties represented by it prior counsel; (B) no fiduciary, advisory or agency relationship between the Company and/or the Guarantors and the Initial Purchasers has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Initial Purchaser has advised or is advising the Issuers on other matters, (C) the Initial Purchasers’ obligations to the Closing Date and to satisfy all conditions precedent to the delivery Issuers in respect of the Series A NotesOffering are set forth in this Agreement in their entirety; and (D) they have obtained such legal, tax, accounting and other advice as they deem appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and they are not relying on the Initial Purchasers with respect to any such matters.

Agreements of the Issuers. Each of the The Issuers, jointly and severally, hereby agrees with the Initial Purchaser as followsagree: (a) To (i) advise the Initial Purchaser promptly after obtaining knowledge (and, if requested by the Initial Purchaser, confirm such advice in writing, (i) of (A) the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A of the Notes for offering offer or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereofjurisdiction, or the initiation of any proceeding for such purpose by any state securities commission or other federal regulatory authority, or state regulatory authority for such purpose and (iiB) of the happening of any event during the period referred to in Section 5(c) hereof that makes any statement of a material fact made in the Final Offering Circular untrue or that requires the making of any additions to or changes in the Final Offering Circular in order to make the statements therein therein, in the light of the circumstances in under which they were made are made, not misleading. The Issuers shall , (ii) use their best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification of any of Series A the Notes under any state securities or Blue Sky laws, and (iii) if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption from qualification of any Series A of the Notes under any state securities or Blue Sky such laws, the Issuers shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To (i) furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuers Purchaser, without charge, as many copies of the Preliminary Offering Circular and the Final Offering Circular, and any amendments or supplements thereto, as the Initial Purchaser may reasonably request. Subject to , and (ii) promptly prepare, upon the Initial Purchaser's compliance request, any amendment or supplement to the Offering Circular that the Initial Purchaser xxxxx xxx be necessary in connection with its representations Exempt Resales (and warranties and agreements set forth in Section 9 hereof, the Issuers hereby consent to the use of the Final Preliminary Offering Circular and the Offering Circular, and any amendments and supplements thereto, by the Initial Purchaser in connection with Exempt Resales). (c) During such period as in the opinion of counsel for the Initial Purchaser an Offering Circular is required by law Not to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market- making activities of the Initial Purchaser for so long as any Series A Notes are outstanding, (i) not to make any amendment amend or supplement to the Offering Circular of which prior to the Closing Date unless the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser thereof and shall reasonably object not have objected thereto within three business days after being so advised (unless in the opinion of counsel to the Company, such amendment or supplement is required by law) and (ii) to prepare promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Circular which may be necessary in connection with such Exempt Resales or such market-making activitiesfurnished a copy thereof. (d) IfAt any time prior to the completion of the resale by the Initial Purchaser of the Notes, during the period referred to in Section 5(c(i) above, if any event shall occur or condition shall exist as a result of which, in the reasonable judgment of the Issuers or in the reasonable judgment of counsel to the Initial Purchaser, it becomes necessary or advisable to amend or supplement the Offering Circular in order to comply with applicable law or to make the statements therein, in the light of the circumstances when such under which they were made, not misleading, or if it is necessary to amend or supplement the Offering Circular is delivered to an Eligible Purchaser, not materially misleadingcomply with Applicable Law (as defined below), forthwith to notify the Initial Purchaser and to prepare an appropriate amendment or supplement to such the Offering Circular (in form and substance satisfactory to the Initial Purchaser) so that (A) as so amended or supplemented, the Offering Circular will not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the Offering Circular will comply with Applicable Law, and (ii) if it becomes necessary or advisable to amend or supplement the Offering Circular so that the Offering Circular complies with applicable law will contain all of the information specified in, and meet the requirements of, Rule 144A(d)(4) of the Act, forthwith to prepare an appropriate amendment or supplement to the Offering Circular (in form and substance satisfactory to the Initial Purchaser) so that the statements thereinOffering Circular, as so amended or supplemented, will not, in contain the light of the circumstances when the Offering Circular is so delivered, be materially misleadinginformation specified in, and to furnish to meet the Initial Purchaser and requirements of, such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably requestRule. (e) To cooperate with the Initial Purchaser and counsel to the Initial Purchaser Purchaser's counsel in connection with the registration or qualification of the Series A Notes for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such qualification in effect so long as reasonably required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualificationResales; provided, however, that neither of the Issuers shall not be required in connection therewith to register file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which where it is not now so qualified or to take any action that would subject it itself to general consent to service taxation in respect of process or taxation other than as to matters and transactions relating to the Preliminary Offering Circular, the Final Offering Circular or Exempt Resales, doing business in any jurisdiction in which it is not now otherwise so subject. (f) To apply the proceeds from the sale of the Series A Notes as set forth under the caption "Use of Proceeds" in the Offering Circular and to comply with the provisions of the Collateral Documents and the Manager Subordination Agreement concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement. (g) So long as any Notes are outstanding and prior to the consummation of the Exchange Offer, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Issuers and their subsidiaries on a consolidated basis (and similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of members' Whether or shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuers' independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (beginning with respect to the fiscal quarter ending on October 26, 1997) (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (h) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Issuers are listed and such other publicly available information concerning the Issuers and/or its subsidiaries as the Initial Purchaser may reasonably request. (i) So long as not any of the Series A Notes remain outstanding and during any period in which the Issuers are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make ------------ available to any holder of Series A Notes in connection with any sale thereof and any prospective purchaser of such Series A Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. --------------------- (j) Whether or not the transactions contemplated in this Agreement Transactions are consummated or this Agreement is terminated, and except as provided in the following paragraph, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers under this Agreement, including: (i) the feesall costs, disbursements and expenses of counsel to the Issuers and accountants of the Issuers in connection with the sale and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resalesexpenses, and all other fees or expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Circular, the Final Offering Circular and all amendments and supplements to any of the foregoing (including financial statements) specified in Section 5(c) and 5(d) prior to or during the period specified in Section 5(c), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Notes, (iv) the performance by the Issuers of their other obligations under this Agreement and the other Operable Documents, (v) all expenses in connection with the registration or qualification of the Series A Notes for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (vi) the cost of printing any certificates representing the Series A Notes, (vii) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of the National Association of Securities Dealers, Inc. ("NASD"), (viii) the ---- fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Notes, (ix) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (x) any fees charged by rating agencies for the rating of the Notes, (xi) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, (xii) the fees and expenses of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement Agreement, (xiii) reasonable "roadshow" travel and other reasonable expenses incurred in connection with the marketing and sale of the Notes, (xiv) if the sale of the Notes is consummated, reimbursement of the first $75,000 of the Initial Purchaser's reasonable disbursements and out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement, with the exception of the fees and disbursements of counsel for the Initial Purchaser, which shall be borne solely by the Initial Purchaser and (xv) and all other costs and expenses taxes incident to the performance of the obligations of the Issuers hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to effect the inclusion of the Series A Notes in PORTAL and to maintain the listing of the Series A Notes on PORTAL for so long as any Series A Notes are outstanding. (l) To obtain the approval of DTC for "book-entry" transfer of the Notes (other than Definitive Notes), and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (m) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Issuers or any warrants, rights or options to purchase or otherwise acquire debt securities of the Issuers substantially similar to the Notes (other than the Notes), without the prior written consent of the Initial Purchaser. (n) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale of the Series A Notes under the Act. (o) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of any Notes. (p) To cause the Exchange Offer to be made in the appropriate form to permit the Series B Notes registered pursuant to the Act to be offered in exchange for the Series A Notes and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (q) To comply with all of its agreements set forth in the Registration Rights Agreement. (r) To diligently seek the issuance of any Authorization (as defined herein) which is necessary for the Company to develop, own and operate the Isle- Black Hawk (as defined in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Gaming Authority or Liquor Licensing Authority. (s) To diligently seek the execution and delivery of the Subdivision Agreement by each of the parties thereto substantially in the form in which it exists on the Closing Date. (t) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes.in

Agreements of the Issuers. Each of the Issuers, jointly and severally, hereby agrees The Issuers agree with the Initial Purchaser as followsPurchasers: (a) To advise the Initial Purchaser Purchasers promptly and, if requested by the Initial PurchaserPurchasers, to confirm such advice in writing, (i) of receipt of any notification with respect to the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any of the Series A Notes for offering or sale in any jurisdiction designated by the Initial Purchaser Purchasers pursuant to Section 5(e) hereof5(f), or the initiation of any proceeding for such purpose by any state securities commission or other federal or state regulatory authority for such purpose authority, and (ii) of the happening of any event during the period referred to in Section 5(c) hereof that makes any statement of a material fact made in the Final Offering Circular Documents (or any amendment or supplement thereto) untrue or that requires the making of any additions to or changes in the Final Offering Circular Documents (or any amendment or supplement thereto) in order to make the statements therein therein, in the light of the circumstances in which they were made are made, not misleading. The Issuers shall use their best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification of any of the Series A Notes under any state securities or Blue Sky laws, and and, if at any time any state securities commission or other federal or state regulatory authority shall issue an any stop order or order suspending the qualification or exemption from qualification of any of the Series A Notes under any state securities or Blue Sky laws, the Issuers shall use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuers Purchasers, without charge, as many copies of the Preliminary Offering Circular and the Final Offering CircularDocuments, and any amendments or supplements thereto, as the Initial Purchaser Purchasers may reasonably request. Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 9 hereof, Each of the Issuers consent consents to the use of the Final Offering CircularDocuments, and any amendments and or supplements thereto, by the Initial Purchaser Purchasers in connection with Exempt Resales. (c) During such period as in Not to amend or supplement the opinion of counsel for Offering Circular, whether before or after the Initial Purchaser an Offering Circular is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market- making activities of the Initial Purchaser for so long as any Series A Notes are outstandingClosing Date, unless (i) not to make any amendment or supplement to the Offering Circular of which the Initial Purchaser shall not previously Purchasers have been previously advised or to which thereof and (ii) the Initial Purchaser shall Purchasers have not reasonably object after being so advised objected thereto (unless unless, in the opinion of counsel to the CompanyIssuers, such amendment or supplement is required by law) necessary, in the judgment of counsel to the Issuers, to make the statements made in the Offering Circular not misleading); and (ii) to prepare prepare, promptly upon the Initial Purchaser's reasonable Purchasers' request, any amendment or supplement to the Offering Circular which may be that the Initial Purchasers deem necessary or advisable in connection with such Exempt Resales (except to the extent any such amendment or such market-making activitiessupplement requested would, in the judgment of counsel to the Issuers, render the statements made in the Offering Circular, as proposed to be amended or supplemented, misleading). (d) If, during after the period referred to date hereof, in Section 5(c) abovethe opinion of counsel for the Initial Purchasers, any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers or in the reasonable judgment of counsel to the Initial Purchaser, which it becomes necessary to amend or supplement the Offering Circular in order to comply with applicable any law or to make the statements therein, in the light of the circumstances when such at the time that the Offering Circular is delivered to an Eligible PurchaserPurchaser which is a prospective purchaser, not materially misleading, forthwith to notify the Initial Purchaser and to promptly (i) prepare an appropriate amendment or supplement to such the Offering Circular so that the statements in the Offering Circular complies with applicable law or so that the statements thereinCircular, as so amended or supplemented, will comply with all applicable laws and will not, in the light of the circumstances when at the Offering Circular time it is so delivered, be materially misleading, and to (ii) furnish to the each Initial Purchaser and such other persons as the Initial Purchaser may designate with such number of copies thereof of the Offering Circular, as the amended or supplemented, as such Initial Purchaser may reasonably request. (e) Prior to the earlier of consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement if, in the reasonable judgment of the Initial Purchasers, the Initial Purchasers or any of their affiliates (as such term is defined in the rules and regulations under the Act) are required to deliver an offering circular in connection with sales of, or market-making activities with respect to, the Notes, (i) to periodically amend or supplement the Offering Circular so that the information contained in the Offering Circular complies with the requirements of Rule 144A of the Act, (ii) to amend or supplement the Offering Circular when necessary to reflect any material changes in the information provided therein so that the Offering Circular will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing as of the date the Offering Circular is so delivered, not misleading, and (iii) to provide the Initial Purchasers with copies of each such amended or supplemented Offering Circular, as the Initial Purchasers may reasonably request. Following the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement and for so long as the Notes are outstanding if, in the reasonable judgment of the Initial Purchasers, the Initial Purchasers or any of their affiliates (as such term is defined in the rules and regulations under the Act) are required to deliver a prospectus in connection with sales of, or market-making activities with respect to, the Notes, (i) to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10(a) of the Act, (ii) to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading, and (iii) to provide the Initial Purchasers with copies of each amendment or supplement filed and such other documents as the Initial Purchasers may reasonably request. The Issuers hereby expressly acknowledge that the indemnification and contribution provisions of Section 8 hereof are specifically applicable and relate to each offering circular, registration statement, prospectus, amendment or supplement referred to in this Section 5(e). (f) To (i) cooperate with the Initial Purchaser Purchasers and counsel to for the Initial Purchaser Purchasers in connection with the registration or qualification of the Series A Notes for offer and sale to by the Initial Purchaser and pursuant to Exempt Resales Purchasers under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may request and to request, (ii) continue such qualification in effect so long as required for Exempt Resales of the Series A Notes and to (iii) file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, provided that neither of the Issuers in no event shall any Issuer be required in connection therewith obligated to register or qualify as a foreign corporation to do business in any jurisdiction in which where it is not now so qualified or to take any action that which would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Preliminary Offering Circular, the Final Offering Circular or Exempt Resales, in any jurisdiction in which where it is not now so subject. (f) To apply the proceeds from the sale of the Series A Notes as set forth under the caption "Use of Proceeds" in the Offering Circular and to comply with the provisions of the Collateral Documents and the Manager Subordination Agreement concerning disbursement of funds, subject to such procedural modifications that are permitted under the Cash Collateral and Disbursement Agreement. (g) So long as any Notes are outstanding and prior to the consummation of the Exchange Offer, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Notes a financial report of the Issuers and their subsidiaries on a consolidated basis (and similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of members' or shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuers' independent public accountants and (ii) to mail and make generally available as soon as practicable after the end of each quarterly period (beginning with respect to the fiscal quarter ending on October 26, 1997) (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (h) So long as the Notes are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Issuers are listed and such other publicly available information concerning the Issuers and/or its subsidiaries as the Initial Purchaser may reasonably request. (i) So long as any of the Series A Notes remain outstanding and during any period in which the Issuers are not subject outstanding, to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), to make ------------ available to any holder and, during the period of Series A Notes in connection with any sale thereof and any prospective purchaser three years following the date of such Series A Notes from such holder, the information ("Rule 144A Information") required by Rule 144A(d)(4) under the Act. --------------------- (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, and except as provided in the following paragraph, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers under this Agreement, including: to deliver to the Initial Purchasers, promptly upon their becoming available, (i) copies of all current, regular and periodic reports filed by the feesCompany with any securities exchange or with the Commission or any governmental authority succeeding to any of the Commission's functions, disbursements and expenses (ii) copies of counsel each report or other publicly available information of the Company mailed to the Issuers holders of Notes and accountants of such other publicly available information concerning the Issuers in connection with Company and its subsidiaries as the Initial Purchasers may request. (h) To use the proceeds from the sale and delivery of the Series A Notes in the manner specified in the Offering Documents (and any amendments or supplements thereto) under the caption "Use of Proceeds." (i) Not to the Initial Purchaser and pursuant to Exempt Resalesvoluntarily claim, and to resist actively any attempts to claim, the benefit of any usury laws against the holders of the Notes. (j) Except as otherwise agreed to by the parties hereto, to pay all other costs, expenses, fees or expenses in connection with and taxes incident to: (1) the preparation, printing, filing printing and distribution of the Preliminary Offering Circular, the Final Offering Circular Documents (including financial statements and exhibits) and all amendments and supplements to any of them; (2) the foregoing printing and delivery of the Operative Documents, the Series A Notes, the preliminary and supplemental Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection herewith and with the Exempt Resales (including financial statements) specified including, in Section 5(c) and 5(d) prior to or during the period specified in Section 5(c)each case, including the mailing and delivering any disbursements of copies thereof counsel to the Initial Purchaser Purchasers relating to such printing and persons designated by it in delivery); (3) the quantities specified herein, (ii) all costs and expenses related to the transfer issuance and delivery by the Issuers of the Series A Notes to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Series A Notes, (iv) the performance by the Issuers of their other obligations under this Agreement and the other Operable Documents, Guarantees; (v4) all expenses in connection with the registration or qualification of the Series A Notes and the Guarantees for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda (including, in connection therewith (including each case, the filing fees and reasonable fees and disbursements of counsel for to the Initial Purchaser in connection with Purchasers relating to such registration or qualification and memoranda relating thereto), ; (vi5) furnishing such copies of the Offering Documents (including all documents incorporated by reference therein) and all amendments and supplements thereto as may be reasonably requested for use in connection with the Exempt Resales; (6) the cost rating of printing any certificates representing the Series A NotesNotes by rating agencies, if any; (vii7) all expenses and listing fees in connection with the application for quotation of the Series A Notes on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") system of in the National Association of Securities Dealers, Inc. Automated Quotation System - PORTAL ("NASDPORTAL"), ; (viii) the ---- 8) all fees and expenses (including fees and expenses of counsel) of the Trustee and the Trustee's counsel Issuers in connection with the Indenture and the Notes, (ix) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (x) any fees charged by rating agencies for the rating of the Notes, (xi) all costs and expenses of the Exchange Offer and any Registration Statement, as set forth in the Registration Rights Agreement, (xii) the fees and expenses of the Disbursement Agent (as defined in the Indenture) pursuant to the Cash Collateral and Disbursement Agreement, (xiii) reasonable "roadshow" travel and other reasonable expenses incurred in connection with the marketing and sale of the Notes, (xiv) if the sale of the Notes is consummated, reimbursement of the first $75,000 of the Initial Purchaser's reasonable disbursements and out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement, with the exception of the fees and disbursements of counsel for the Initial Purchaser, which shall be borne solely by the Initial Purchaser and (xv) and all other costs and expenses incident to the performance of the obligations of the Issuers hereunder for which provision is not otherwise made in this Section. (k) To use its best efforts to effect the inclusion approval of the Series A Notes in PORTAL and to maintain the listing of the Series A Notes on PORTAL for so long as any Series A Notes are outstanding. (l) To obtain the approval of DTC for "book-entry" transfer of the Notes (other than Definitive Notes), and to comply with all of its agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for "book-entry" transfer; and (9) the performance by the Issuers of their other obligations under this Agreement. (k) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than a default by the Initial Purchasers) or, if for any reason the Issuers shall be unable or unwilling to perform their obligations hereunder, the Issuers shall, except as otherwise agreed by the parties hereto, reimburse the Initial Purchasers for the fees and expenses to be paid or reimbursed pursuant to Section 5(j) above, and reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel to the Initial Purchasers) incurred by the Initial Purchasers in connection with the transactions contemplated by this Agreement. (l) Prior to the Closing Date, to furnish to the Initial Purchasers, as soon as they have been prepared by the Company, a copy of any consolidated financial statements of the Company for any period subsequent to the period covered by the financial statements appearing in the Offering Documents. (m) During the period beginning on the date hereof and continuing Not to and including distribute prior to the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of Date any debt securities of offering material in connection with the Issuers or any warrants, rights or options to purchase or otherwise acquire debt securities of the Issuers substantially similar to the Notes (Offering other than the Notes), without the prior written consent of the Initial PurchaserOffering Documents. (n) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes to the Initial Purchaser or pursuant to Exempt Resales in a manner that would require the registration of any such sale under the Act of the sale to the Initial Purchasers or the Eligible Purchasers of Series A Notes. (o) For so long as any of the Notes remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any Eligible Purchaser or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of such Notes from such Eligible Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act. (op) Not to voluntarily claimTo comply with their agreements in the Registration Rights Agreement, and all agreements set forth in the representation letters of the Company to actively resist any attempts DTC relating to claim, the benefit approval of any usury laws against the holders of any NotesSeries A Notes by DTC for "book-entry" transfer. (pq) To cause the Registered Exchange Offer Offer, if available, to be made in the appropriate form form, as contemplated by the Registration Rights Agreement, to permit registration of the Series B Notes registered pursuant to the Act to be offered in exchange for the Series A Notes and to comply with all applicable federal and state securities laws in connection with the Registered Exchange Offer. (q) To comply with all of its agreements set forth in the Registration Rights Agreement. (r) To diligently seek use their best efforts to effect the issuance inclusion of any Authorization (as defined herein) which is necessary for the Company to develop, own and operate the Isle- Black Hawk (as defined Series A Notes in the Indenture) to be issued, including without limitation, any necessary Authorization to be issued by any Gaming Authority or Liquor Licensing AuthorityPORTAL. (s) To diligently seek the execution and delivery of the Subdivision Agreement by each of the parties thereto substantially in the form in which it exists on the Closing Date. (t) To use its their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes and the issuance of the Guarantees. (t) During the period beginning from the date hereof and continuing to and including the date that is 180 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company (other than the Series B Notes) that are substantially similar to the Notes including, without limitation, any securities that are convertible into or exchangeable for, or that represent the right to receive, Notes or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Initial Purchasers. (u) Not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, except such advertisements that include the statements required by Regulation S. (v) The Company and its affiliates and all persons acting on its behalf (other than the Initial Purchasers, as to whom the Company makes no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the Offering of the Series A Notes outside the United States and, in connection therewith, the Offering Circular will contain the disclosure required by Rule 902(h). (w) The Series A Notes sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(c)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.