HGI - Lakeside Sample Contracts

AGREEMENT
Management and Operation Agreement • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation

THIS AGREEMENT is made and entered into effective as of the 30th day of September 2004, by and among the CITY OF OSCEOLA, IOWA (the "City"), the OSCEOLA WATER WORKS BOARD OF TRUSTEES (the "Water Board"), CLARKE COUNTY DEVELOPMENT CORPORATION ("CCDC"), SOUTHERN IOWA GAMING CO. ("Southern Iowa") and HERBST GAMING, INC. or HGI-LAKESIDE, INC. ("Herbst").

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MEMORANDUM OF LEASE
Memorandum of Lease • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation

This Memorandum of Lease dated the 11th day of September, 2000, entered into between the City of LaGrange, Missouri, a Special Charter City, and Municipal Corporation ("Landlord"), and Mark Twain Casino, L.L.C., a Missouri Limited Liability Company ("Tenant"), whose mailing address is P. O. Box 385, St. Joseph, Missouri 64502.

MASTER REAL ESTATE TRANSFER, FRANCHISE AND LEASE AGREEMENT
Master Real Estate Transfer, Franchise and Lease Agreement • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Missouri

This Real Estate Transfer and Franchise Agreement made and entered into this day of , 2003 by and between the City of LaGrange, Missouri, a municipal corporation, (hereinafter individually referred to as "City" or "Landlord"), and Mark Twain Casino, LLC., a Missouri Limited Liability Corporation (hereinafter referred to as "Franchisee", or "Tenant" or "Purchaser."

AGREEMENT AND LEASE
Lease Agreement • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Iowa

THIS AGREEMENT AND LEASE entered into this 19th day of August, 1997, by and between the CITY OF OSCEOLA, IOWA, a municipal corporation (hereinafter referred to as "CITY"), and the Osceola Water Works Board of Trustees (hereinafter referred to as "BOARD"), and Southern Iowa Gaming Co., an Iowa Corporation (hereinafter referred to as "SOUTHERN").

AMENDMENT TO AGREEMENT AND LEASE
Agreement and Lease • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation

THIS AMENDMENT TO AGREEMENT AND LEASE entered into this 17th day of March 1998 by and between the CITY OF OSCEOLA, IOWA, a municipal corporation (hereinafter referred to as "CITY") and the OSCEOLA WATER WORKS BOARD OF TRUSTEES (hereinafter referred to as "BOARD") and SOUTHERN IOWA GAMING CO., an Iowa Corporation (hereinafter referred to as "SOUTHERN") does amend that one certain Agreement and Lease dated the 19th day of August, 1997 as follows:

AMENDMENT TO SOUTHERN IOWA GAMING CONTRACT
Asset Purchase and Sale Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Iowa

This amendment ("Amendment") to the Asset Purchase and sale Agreement, dated July 20, 2004 (the "Agreement"), by and between Southern Iowa Gaming Co., an Iowa corporation (together with its respective affiliates, "Seller") and Herbst Gaming, Inc., a Nevada corporation, ("Buyer") (collectively, the "Parties") is entered into as of December , 2004.

HERBST GAMING, INC. 7% Senior Subordinated Notes due 2014 PURCHASE AGREEMENT
Purchase Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • New York

In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of Nevada.

AMENDMENT TO ST. JOSEPH RIVERBOAT GAMING CONTRACT
Asset Purchase and Sale Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Missouri

This amendment ("Amendment") to the Asset Purchase and sale Agreement, dated July 20, 2004 (the "Agreement"), by and between St. Joseph Riverboat Partners, a Missouri general partnership (together with its respective affiliates, "Seller") and Herbst Gaming, Inc., a Nevada corporation, ("Buyer") (collectively, the "Parties") is entered into as of December , 2004.

SECOND AMENDMENT TO SOUTHERN IOWA GAMING CONTRACT
Asset Purchase and Sale Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Iowa

This second amendment ("Second Amendment") to the Asset Purchase and Sale Agreement, dated July 20, 2004 (the "Agreement"), by and between Southern Iowa Gaming Co., an Iowa corporation (together with its respective affiliates, "Seller") and Herbst Gaming, Inc., a Nevada corporation, ("Buyer") (collectively, the "Parties") is entered into as of January 25, 2005.

SECOND AMENDMENT TO AGREEMENT AND LEASE
Agreement and Lease • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation

This Amendment to an Agreement and Lease entered into this day of March 1999 by and between the CITY OF OSCEOLA (hereinafter referred to as "City"), the OSCEOLA WATER WORKS BOARD OF TRUSTEES (hereinafter referred to as "Board"), and SOUTHERN IOWA GAMING COMPANY (hereinafter referred to as "Southern"), amends an Agreement and Lease dated August 19, 1997, and amended March 17, 1998, as follows:

OPERATING AGREEMENT OF FLAMINGO PARADISE GAMING, LLC A Nevada Limited Liability Company
Operating Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Nevada

THIS OPERATING AGREEMENT is made and entered into as of the 15th day of September 1999 by the undersigned member of Flamingo Paradise Gaming, LLC (the "Company"). The Company may admit additional members from time to time. The undersigned and the additional members shall hereafter be referred to herein as the "Members."

AMENDMENT TO MARK TWAIN CASINO GAMING CONTRACT
Asset Purchase and Sale Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Missouri

This amendment ("Amendment") to the Asset Purchase and sale Agreement, dated July 20, 2004 (the "Agreement"), by and between Mark Twain Casino, L.L.C., a Missouri limited liability company (together with its respective affiliates, "Seller") and Herbst Gaming, Inc., a Nevada corporation, ("Buyer") (collectively, the "Parties") is entered into as of December , 2004.

OPERATING AGREEMENT OF E-T-T ENTERPRISES LLC, a Nevada limited-liability company
Operating Agreement • February 14th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation • Nevada

THIS OPERATING AGREEMENT (the "Agreement") is entered into as of the 1st day of January, 1997, by and among Ed Herbst, Tim Herbst, and Troy Herbst (the "Members"). In consideration of the mutual promises contained herein, and each act to be performed hereunder, the Members agree as follows:

THIRD AMENDMENT TO AGREEMENT AND LEASE
Agreement and Lease • May 16th, 2005 • HGI - Lakeside • Services-miscellaneous amusement & recreation

THIS THIRD AMENDMENT TO AGREEMENT AND LEASE (the "Amendment") is made and entered into effective as of the day of September 2004, by and among the CITY OF OSCEOLA, IOWA (the "City"), the OSCEOLA WATER WORKS BOARD OF TRUSTEES (the "Board"), SOUTHERN IOWA GAMING CO. ("Southern"), and HERBST GAMING, INC. or HGI-LAKESIDE, INC. ("Herbst").

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