EXHIBIT 10.58 PURCHASE AGREEMENT

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Exhibit 10.58

$160,000,000

HERBST GAMING, INC.

8 ¹ / 8 % Senior Subordinated Notes due 2012

PURCHASE AGREEMENT

New York, New York
May 27, 2004

LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
PIPER JAFFRAY & CO.
WELLS FARGO SECURITIES, LLC
COMERICA SECURITIES, INC.
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

        Herbst Gaming, Inc., a Nevada corporation (the " Company "), proposes, upon the terms and considerations set forth herein, to issue and sell to you (the " Initial Purchasers "), $160,000,000 in aggregate principal amount of its 8 ¹ / 8 % Senior Subordinated Notes due 2012 (the " Series A Notes "). The Series A Notes (i) will have terms and provisions that are summarized in the Offering Memorandum (as defined herein) and (ii) are to be issued pursuant to an Indenture (the " Indenture "), to be dated as of the Closing Date (as defined herein), to be entered into among the Company, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the " Trustee "). The Company's obligations under the Series A Notes, including the due and punctual payment of interest on the Series A Notes, will be unconditionally jointly and severally guaranteed (the " Series A Guarantees " and, together with the Series B Guarantees (as defined herein), the " Subsidiary Guarantees ") by E-T-T, Inc., a Nevada corporation, Flamingo Paradise Gaming, LLC, a Nevada limited-liability company, Market Gaming, Inc., a Nevada corporation, E-T-T Enterprises, L.L.C., a Nevada limited-liability company, Cardivan Company, a Nevada corporation, Corral Coin, Inc., a Nevada corporation, and Corral Country Coin, Inc., a Nevada corporation (each a " Subsidiary Guarantor " and, collectively, the " Subsidiary Guarantors "). As used herein, the term "Series A Notes" shall include the Series A Guarantees, unless the context otherwise requires. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture. This is to confirm the agreement concerning the purchase of the Series A Notes from the Company by the Initial Purchasers.

        1.     Preliminary Offering Memorandum and Offering Memorandum.     The Series A Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the " Act "), in reliance on an exemption pursuant to Section 4(2) under the Act. The Company and the Subsidiary Guarantors have prepared a preliminary offering memorandum, dated May 20, 2004 (the " Preliminary Offering Memorandum "), and an offering memorandum, dated May 27, 2004 (the " Offering Memorandum "), setting forth information regarding the Company, the Subsidiary Guarantors and the Series A Notes. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto. The Company and the Subsidiary Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Series A Notes by the Initial Purchasers.

        It is understood and acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Series A Notes (and all

 

securities issued in exchange therefor, in substitution thereof) shall bear the following legend (along with such other legends as the Initial Purchasers and its counsel deems necessary):

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES."

        You have advised the Company that you will make offers (the " Exempt Resales ") of the Series A Notes purchased by you hereunder on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons (each, a " 144A Purchaser ") whom you reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the Act (" QIBs ") and (ii) outside the United States to certain persons in offshore transactions in reliance on Regulation S under the Act, such persons specified in clauses (i) and (ii) being referred to herein as the " Eligible Purchasers. " You will offer the Series A Notes to Eligible Purchasers initially at a price equal to 99.284% of the principal amount thereof. Such price may be changed at any time without notice.

        Holders (including subsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement (the " Registration Rights Agreement ") among the Company, the Subsidiary Guarantors and the Initial Purchasers, to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Series A Notes constitute " Transfer Restricted Securities " (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (the " Commission ") under the circumstances set forth therein, (i) a registration statement under the Act (the " Exchange Offer Registration Statement ") relating to the Company's 8 ¹ / 8 % Series B Senior Subordinated Notes due 2012 (the " Series B Notes " and, together with the Series A Notes, the " Notes ") and the Series B Guarantees to be offered in exchange for the Series A Notes and the Series A Guarantees (the " Exchange Offer ") and (ii) under certain circumstances a shelf registration statement pursuant to Rule 415 under the Act (the " Shelf Registration Statement " and, together with the Exchange Offer Registration Statement, the " Registration Statements ") relating to the resale by certain holders of the Series A Notes, and to use all commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement, and to consummate the Exchange Offer.

        The Notes and the Subsidiary Guarantees will be unsecured senior subordinated obligations and will be subordinate in right of payment to all of the existing and future senior debt of the Company and the Subsidiary Guarantors.

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        The following documents are hereinafter collectively referred to as the " Transaction Documents ": (i) the Indenture; (ii) the Notes; (iii) the Subsidiary Guarantees; and (iv) the Registration Rights Agreement.

        2.     Representations, Warranties and Agreements of the Company and the Subsidiary Guarantors.     The Company and each of the Subsidiary Guarantors represents, warrants and agrees that:

        (a)   The Preliminary Offering Memorandum and the Offering Memorandum as of their respective dates and the Offering Memorandum as of the Closing Date, did not or will not at any time contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any amendments or supplements to either the Preliminary Offering Memorandum or the Offering Memorandum, as of the date of such amendment or supplement, when read together with the Preliminary Offering Memorandum or the Offering Memorandum, as applicable, will not at any time contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. This representation and warranty does not apply to statements in or omissions from the Preliminary Offering Memorandum and Offering Memorandum made in reliance upon and in conformity with information relating to the Initial Purchasers furnished to the Company in writing by or on behalf of the Initial Purchasers expressly for use therein.

        (b)   The Preliminary Offering Memorandum and Offering Memorandum with respect to the Series A Notes have been prepared by the Company and the Subsidiary Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act has been received by the Company or any of the Subsidiary Guarantors and to the best knowledge after reasonable investigation of the Company and the Subsidiary Guarantors, no proceeding for that purpose has commenced or is pending or contemplated.

        (c)   The Company and each of the Subsidiary Guarantors have been duly incorporated or duly formed, as applicable, and are validly existing as corporations or limited-liability companies, as the case may be, in good standing under the laws of the State of Nevada, are duly qualified to do business and are in good standing as foreign corporations or limited liability companies, as the case may be, in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged.

        (d)   On the Closing Date, the Company will have an authorized capitalization as set forth in the Offering Memorandum. On the Closing Date, all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description thereof contained in the Offering Memorandum; and all of the issued shares of capital stock or all of the outstanding limited-liability company interests, as the case may be, of each of the Subsidiary Guarantors have been duly and validly authorized and issued and are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (collectively, " Liens "). Each of the Subsidiary Guarantors is a direct or indirect wholly-owned subsidiary of the Company and there are no subsidiaries of the Company other than the Subsidiary Guarantors.

        (e)   Each of the Company and the Subsidiary Guarantors has full corporate or limited liability company right, power and authority to enter into this Purchase Agreement (this " Agreement "), to perform their respective obligations hereunder and to consummate the transactions contemplated by this Agreement and the Preliminary Offering Memorandum. The Agreement and the

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transactions contemplated by this Agreement and the Preliminary Offering Memorandum have been duly and validly authorized by the Company and each of the Subsidiary Guarantors. This Agreement has been duly and validly executed and delivered by the Company and the Subsidiary Guarantors and (assuming the due execution and delivery thereof by the Initial Purchasers) constitutes the legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms, subject to the qualification that the enforceability of the Company's and the Subsidiary Guarantors' obligations hereunder may be limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by principles of public policy or state or federal laws relating to the non-enforceability of the indemnification or contribution provisions.

        (f)    Each of the Company and the Subsidiary Guarantors has full corporate or limited liability company right, power and authority to enter into the Registration Rights Agreement and to perform their respective obligations thereunder. The Registration Rights Agreement will be, on or prior to the Closing Date, duly and validly authorized by the Company and each of the Subsidiary Guarantors, and when executed by the Company and the Subsidiary Guarantors in accordance with the terms thereof, will be validly executed and delivered and (assuming the due execution and delivery thereof by the Initial Purchasers) will constitute the legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms, subject to the qualification that the enforceability of the Company's and the Subsidiary Guarantors' obligations thereunder may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by principles of public policy or state or federal laws relating to the non-enforceability of the indemnification or contribution provisions. On the Closing Date, the Registration Rights Agreement will conform in all material respects to the description thereof in the Preliminary Offering Memorandum and the Offering Memorandum.

        (g)   Each of the Company and the Subsidiary Guarantors has full corporate or limited liability company right, power and authority to execute and deliver the Indenture and to perform their respective obligations thereunder. The Indenture will be, on or prior to the Closing Date, duly and validly authorized by the Company and each of the Subsidiary Guarantors, and, when executed by the Company and the Subsidiary Guarantors in accordance with the terms thereof, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by the Trustee) will constitute the legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms, subject to the qualification that the enforceability of the Company's and the Subsidiary Guarantors' obligations thereunder may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by principles of public policy or state or federal laws relating to the non-enforceability of the indemnification or contribution provisions. On the Closing Date, the Indenture will conform in all material respects to the description thereof in the Preliminary Offering Memorandum and the Offering Memorandum. No qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the " TIA " or " Trust Indenture Act ") is required in connection with the offer and sale of the Series A Notes contemplated hereby or in connection with the Exempt Resales. On the Closing Date, the Indenture will conform in all material respects to the requirements of the TIA

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and the rules and regulations of the Commission thereunder applicable to an indenture which is required to be qualified thereunder.

        (h)   The Company has all the requisite power and authority to offer and sell the Series A Notes. The Series A Notes have been duly and validly authorized by the Company and when duly executed by the Company in accordance with the terms of the Indenture and, assuming due authentication of the Series A Notes by the Trustee, upon delivery to the Initial Purchasers against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Preliminary Offering Memorandum and the Offering Memorandum, which summary description is accurate in all material respects.

        (i)    The Series B Notes have been duly and validly authorized by the Company and if and when duly issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer provided for in the Registration Rights Agreement, upon receipt of approval of the Exchange Offer from the Nevada Gaming Commission, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). When the Series B Notes are issued, the Series B Notes will conform as to legal matters to the description thereof contained in the Preliminary Offering Memorandum and the Offering Memorandum, which summary description is accurate in all material respects.

        (j)    The Subsidiary Guarantors have all the requisite power to offer and sell the Series A Guarantees. The Series A Guarantees have been duly and validly authorized by the Subsidiary Guarantors and when duly executed and delivered by the Subsidiary Guarantors in accordance with the terms of the Indenture and upon the due execution, authentication and delivery of the Series A Notes in accordance with the Indenture and the issuance of the Series A Notes and the sale to the Initial Purchasers contemplated by this Agreement, will constitute valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, subject to the qualification that the enforceability of the Subsidiary Guarantors' obligations thereunder may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). On the Closing Date, the Series A Guarantees to be endorsed on the Series A Notes will conform as to legal matters to the description thereof contained in the Preliminary Offering Memorandum and the Offering Memorandum, which summary description is accurate in all material respects.

        (k)   The Subsidiary Guarantors have all the requisite power to offer and sell the unconditional guarantee of the Company's obligations under the Series B Notes, including the due and punctual payment of interest on the Series B Notes (the " Series B Guarantees "). The Series B Guarantees have been duly and validly authorized by the Subsidiary Guarantors and if and when duly executed and delivered by the Subsidiary Guarantors in accordance with the terms of the Indenture and upon receipt of approval of the Exchange Offer from the Nevada Gaming Commission and upon the due execution and authentication of the Series B Notes in accordance with the Indenture and the issuance and delivery of the Series B Notes in the Exchange Offer contemplated by the

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Registration Rights Agreement, will constitute valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, subject to the qualification that the enforceability of the Subsidiary Guarantors' obligations thereunder may be limited by bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). When the Series B Guarantees are issued, the Series B Guarantees to be endorsed on the Series B Notes will conform as to legal matters to the description thereof contained in the Preliminary Offering Memorandum and the Offering Memorandum, which summary description is accurate in all material respects.

        (l)    When issued, the Subsidiary Guarantees will be a general unsecured obligation of the Subsidiary Guarantors and will be subordinated in right of payment to all of the Subsidiary Guarantors' other existing and future Senior Debt. The Subsidiary Guarantees will be pari passu in right of payment with any future subordinated Indebtedness of the Subsidiary Guarantors.

        (m)  Neither the Company nor any of the Subsidiary Guarantors (i) is in violation of its charter, by-laws or operating agreement (or similar organizational document), (ii) is in default and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, except for any such default, violation or event that would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a whole (any such event, a " Material Adverse Effect "), (iii) (assuming compliance with all applicable state securities or "Blue Sky" laws and assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 3 hereof) is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except for any such violation or event that would not, individually or in the aggregate, have a Material Adverse Effect, or (iv) has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except for any such failure that would not, individually or in the aggregate, have a Material Adverse Effect.

        (n)   The execution, delivery and performance of this Agreement and the Transaction Documents by the Company and Subsidiary Guarantors and the consummation of the transactions contemplated hereby and thereby have not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiary Guarantors is a party or by which the Company or any of the Subsidiary Guarantors is bound or to which any of the property or assets of the Company or any of the Subsidiary Guarantors is subject, nor have or will such actions result in any violation of the provisions of the charter, by-laws or operating agreement or other organizational document of the Company or any of the Subsidiary Guarantors or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiary Guarantors or any of their properties or assets, except for (i) such as have been or will be obtained and made on or prior to the Closing Date (or, in the case of the Registration Rights Agreement, will be obtained and made under the Act, the TIA, and state securities or Blue Sky laws and regulations), (ii) routine corporate filings and renewals of licenses, (iii) routine filings under the Act and the Securities Exchange Act of 1934, as amended (the " Exchange Act "), (iv) routine filings with applicable gaming authorities and (v) those which the failure to obtain the same would not, individually or in the aggregate, have a Material Adverse Effect.

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        (o)   No consent, approval, authorization or order of, or filing, qualification or registration with, any court or governmental agency or body is required for the execution, delivery and performance of the Transaction Documents by the Company and the Subsidiary Guarantors or the consummation of the transactions contemplated hereby and thereby, except for the filing of a registration statement by the Company with the Commission pursuant to the Act as required by the Registration Rights Agreement and such consents, approvals, authorizations, orders, filings, registrations or qualifications (x) as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Initial Purchasers and (y) as have been obtained or will be obtained prior to the Closing Date.

        (p)   When the Series A Notes and Series A Guarantees are issued and delivered pursuant to this Agreement, the Company will not have any securities listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system.

        (q)   None of the Company or any of the Subsidiary Guarantors is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

        (r)   Assuming (i) that your representations and warranties in Section 3 are true (ii) compliance by you with your covenants set forth in Section 3 and (iii) that each of the Eligible Purchasers is a QIB or a person who acquires the Series A Note in an "offshore transaction" and is not a "U.S. Person" (within the meaning of Regulation S under the Act), the purchase and resale of the Series A Notes pursuant hereto (including pursuant to the Exempt Resales) is exempt from the registration requirements of the Act. No form of general solicitation, general advertising or any direct selling efforts within the meaning of Regulation S was used by the Company, the Subsidiary Guarantors or any of their representatives (other than you, as to whom the Company and the Subsidiary Guarantors make no representation) in connection with the offer and sale of the Series A Notes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. No securities of the same class as the Series A Notes have been issued and sold by the Company or the Subsidiary Guarantors within the six-month period immediately prior to the date hereof.

        (s)   The Company is not required to deliver the information specified in Rule 144A(d)(4) under the Act in connection with the Exempt Resales.

        (t)    The market-related and customer-related data and estimates included under the captions "Summary—Herbst Gaming, Inc.," "Summary—Business Strategy," "Summary—Recent Developments," "Risk Factors—Risks Related to Our Company," "Risk Factors—Risks Related to the Offering," "Management's Discussion and Analysis of Financial Conditions and Results of Operations," "Business—General," "Business—Recent Developments," "Business—Route Operations," "Business—Casino Operations," "Business—Business Strategy," "Business—Las Vegas Market" and "Business—Competition" in the Preliminary Offering Memorandum and the Offering Memorandum are based on or derived from sources which the Company believes to be reliable and accurate.

        (u)   There are no contracts or other documents which are required to be described in the Offering Memorandum by the Act or by the rules and regulations thereunder which have not been described in the Offering Memorandum.

        (v)   No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders, Terrible Herbst, Inc., a Nevada corporation, Jerry

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Herbst, customers or suppliers of the Company on the other hand, which is required to be described in the Offering Memorandum which is not so described.

        (w)  There are no contracts, agreements or understandings between the Company or any Subsidiary Guarantor and any person granting such person the right to require the Company or any Subsidiary Guarantor to file a registration statement under the Act with respect to any securities of the Company or such Subsidiary Guarantor owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Exchange Offer Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

        (x)   Neither the Company nor any of the Subsidiary Guarantors has sustained, since the date of the latest audited financial statements included in the Offering Memorandum, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, that would reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Offering Memorandum; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of the Subsidiary Guarantors or any adverse change, or development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the Subsidiary Guarantors that would reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Offering Memorandum.

        (y)   Each of the financial statements and the pro forma information (including the related notes and supporting schedules) included in the Offering Memorandum present fairly the financial condition and results of operations of the Company and each of the Subsidiary Guarantors at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved.

        (z)   Deloitte & Touche LLP who have certified certain financial statements of the Company, whose report appears in the Offering Memorandum and who have delivered the initial letter referred to in Section 9(e) hereof, are independent public accountants as required by the Act and the rules and regulations thereunder.

        (aa) The Company and each of the Subsidiary Guarantors have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all Liens except for Permitted Liens; and all real property and buildings held under lease by the Company and the Subsidiary Guarantors are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiary Guarantors, and no material default on the part of either the Company or the Subsidiary Guarantors or, to the knowledge of the Company and the Subsidiary Guarantors, any other party thereto has occurred and is continuing thereunder, and the Company and the Subsidiary Guarantors enjoy peaceful and undisturbed possession under all such leases to which any of them is a party lessee. The operation and use of the all real property owned and leased by the Company and the Subsidiary Guarantors are currently in compliance with all applicable municipal, county, state and federal laws, regulations, ordinances, standards, orders, and other regulations, where the failure to comply therewith could have a Material Adverse Effect. Under currently applicable zoning and use laws, ordinances, rules and regulations, the real property owned and leased by the Company and the Subsidiary Guarantors may be used for the purposes described in the Offering Memorandum and the Indenture.

        (bb) Except as described in the Offering Memorandum, the Company and each of the Subsidiary Guarantors own or possess adequate rights to use all material patents, patent

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applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses presently employed by them for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others.

        (cc) There are no legal or governmental proceedings pending to which the Company or any of the Subsidiary Guarantors is a party or of which any property or assets of the Company or any of the Subsidiary Guarantors is the subject which, if determined adversely to the Company or any of the Subsidiary Guarantors, might have a Material Adverse Effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and the Subsidiary Guarantors; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

        (dd) No labor disturbance by the employees of the Company exists or, to the knowledge of the Company, is imminent which might be expected to have a Material Adverse Effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and the Subsidiary Guarantors.

        (ee) The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (" ERISA "), except where the failure to be in compliance would not have a Material Adverse Effect; no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Code (as defined below); and each "pension plan" for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would be likely to cause the loss of such qualification.

        (ff)  Neither the Company nor any corporation considered an affiliate of the Company within the meaning of Section 407(d)(7) of ERISA (an " Affiliate ") is a party in interest or disqualified person to any employee pension or benefit plan. The representation made by the Company in the preceding sentence is made in reliance upon and subject to the accuracy of, and compliance with, the representations and covenants made or deemed made by the Eligible Purchasers as set forth in the Offering Memorandum under the Section entitled "Notice to Investors."

        (gg) The Company is, and has been at all times since its incorporation, an "S Corporation" (within the meaning of Section 1361(a) of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations issued thereunder (the " Code ")) for which a valid election under Section 1362 of the Code has been in effect (and which has also been in effect (or a similar state, local or foreign tax election has been in effect) for state, local or foreign income tax purposes in all jurisdictions in which the Company can make such election and each of the Company and Subsidiary Guarantors has filed tax returns). The election by the Company under Section 1362 (and applicable provisions of state, foreign or local law) has not been revoked or otherwise terminated and is still in full force and effect.

        (hh) The Company and the Subsidiary Guarantors have filed all federal, state and local income and franchise tax returns required to be filed through the date hereof and have paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of the Subsidiary Guarantors which has had (nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of its subsidiaries, might have) a

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Material Adverse Effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the Company and the Subsidiary Guarantors.

        (ii)   Neither the Company nor any of the Subsidiary Guarantors nor any agent thereof acting on behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Notes to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

        (jj)   No "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act has (i) has imposed (or has informed the Company or any Subsidiary Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company's or any Subsidiary Guarantor's retaining any rating assigned to it, or to any securities of the Company or such Subsidiary Guarantor or (ii) has indicated to the Company or any Subsidiary Guarantor that it is considering (a) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (b) any change in the outlook for any rating of the Company or any Subsidiary Guarantor or any securities of any of them.

        (kk) Since the date as of which information is given in the Preliminary Offering Memorandum through the date hereof, and except as may otherwise be disclosed in the Offering Memorandum, neither the Company nor any of the Subsidiary Guarantors (i) has issued or granted any securities, (ii) has incurred any liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business, (iii) has entered into any transaction not in the ordinary course of business or (iv) has declared or paid any extraordinary distribution on its capital stock.

        (ll)   Each of the Company and the Subsidiary Guarantors (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals.

        (mm) Neither the Company nor any of the Subsidiary Guarantors, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiary Guarantors, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

        (nn) There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company or any of the Subsidiary Guarantors (or, to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or the Subsidiary Guarantors in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have, or could not be reasonably likely to have, singularly or in the aggregate with all such violations and remedial actions, a Material Adverse Effect on the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the Subsidiary Guarantors; there has been no material spill,

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discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of the Subsidiary Guarantors or with respect to which the Company or any of the Subsidiary Guarantors have knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have or would not be reasonably likely to have, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect on the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the Subsidiary Guarantors; and the terms "hazardous wastes", "toxic wastes", "hazardous substances" and "medical wastes" shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

        (oo) Except as would not have a Material Adverse Effect, each of the Company and the Subsidiary Guarantors (i) possesses the permits, licenses, consents and other authorizations (collectively, the " Government Licenses ") issued by, and has made all filings with, the appropriate regulatory entities necessary to own, lease and operate its properties and to conduct businesses now operated by it and (ii) all such Government Licenses are valid and in full force and effect. Except as would not have a Material Adverse Effect, each of the Company and the Subsidiary Guarantors is in compliance with the terms and conditions of all such Government Licenses. No event has occurred (including, without limitation, the receipt of any notice from any regulatory entity) that allows, or after notice or lapse of time or both, would allow revocation, modification, suspension or termination of any Government License or would result in any other material impairment of the rights of the holder of any such Government License that would have a Material Adverse Effect. To the knowledge of the Company and the Subsidiary Guarantors, no regulatory entity is considering limiting, suspending or revoking any Government License or is investigating any of them, other than ordinary course administrative reviews or any ordinary course review of the transactions contemplated hereby.

        Each certificate signed by any officer, member or manager of the Company or any Subsidiary Guarantor and delivered to the Initial Purchasers or counsel to the Initial Purchasers shall be deemed to be a representation and warranty by the Company and the Subsidiary Guarantors, as the case may be, to the Initial Purchasers as to the matters covered thereby.

        3.     Initial Purchasers' Representations.     Each of the Initial Purchasers, severally and not jointly, represents and warrants to, and agrees with, the Company and the Subsidiary Guarantors as set forth below in this Section 3.

        (a)   Such Initial Purchaser is a QIB with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes.

        (b)   Such Initial Purchaser (i) is purchasing the Series A Notes pursuant to a private sale exempt from registration under the Act; (ii) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any State of the United States or any other applicable jurisdiction; and (iii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and in offshore transactions meeting the requirements of Regulation S.

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        (c)   Such Initial Purchaser also understands that the Company and, for purposes of the opinions to be delivered to it pursuant to Section 9(c) hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations and such Initial Purchaser hereby consents to such reliance.

        (d)   Such Initial Purchaser will offer the Series A Notes for sale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum as soon as is practicable after this Agreement is entered into and as in the judgment of such Initial Purchaser is advisable and will not offer or sell the Series A Notes by means of, nor has it offered or sold the Series A Notes by means of, or otherwise engaged in a public offering within the meaning of Section 4(2) of the Act or any form of general solicitation or general advertising (within the meaning of Regulation D; including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) in connection with the offering of the Series A Notes.

        (e)   Such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Series A Notes.

        (f)    The sale of the Series A Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Act.

        (g)   Such Initial Purchaser agrees that the Series A Notes have not been registered under the Act and that neither it or its affiliates has offered or sold and will not offer or sell the Series A Notes in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor) (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering of the Series A Notes pursuant hereto and the Closing Date (the " distribution compliance period "), other than in accordance with Regulation S or another exemption from the registration requirements of the Act. Such Initial Purchaser agrees that, during such 40-day distribution compliance period, it will not cause any advertisement with respect to the Series A Notes (including any "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Series A Notes, except such advertisements as permitted by and include the statements required by Regulation S. Such Initial Purchaser also agrees that, at or prior to confirmation of a sale of Series A Notes offered and sold pursuant to Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Series A Notes from it during the restricted period a confirmation or notice substantially to the following effect:

"The Series A Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Series A Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S."

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        (h)   Such Initial Purchaser has taken no action, and will take no action, in any jurisdiction (either on its own or as an agent of the Company) in connection with the offering of the Series A Notes that would independently require any action, filing or registration to be made for that purpose in any jurisdiction, or that would independently result in the breach of the applicable laws, statutes, rules or regulations (whether by such Initial Purchaser or the Company) in any such jurisdiction. Such Initial Purchaser will comply with all applicable laws, statutes, rules and regulations in each jurisdiction in which it purchases, offers, sells or delivers Series A Notes or distributes or causes to be distributed the Offering Memorandum or any other offering materials prepared in connection with the Exempt Resales.

        4.     Purchase and Sale.     On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers and the Initial Purchasers, severally and not jointly, agree to purchase from the Company, at a purchase price of 97.284% of the principal amount thereof, $160,000,000 aggregate principal amount of Series A Notes set forth opposite their respective names on Schedule I hereto.

        5.     Delivery and Payment.     Delivery to the Initial Purchasers of and payment for the Series A Notes shall be made (the " Closing ") at 10:00 a.m., New York City time, on June 11, 2004 or such later date as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Company (the " Closing Date ") at the offices of Latham & Watkins LLP, 633 West Fifth Street, Suite 4000, Los Angeles, California 90071, or such other time or place as you and the Company shall designate.

        The Series A Notes will be delivered to the Initial Purchasers against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing The Depository Trust Company ("DTC") to credit the Series A Notes to the account of the Initial Purchasers at DTC. The Series A Notes will be evidenced by a single global security in definitive form (the " Global Note ") and/or by additional definitive securities, and will be registered, in the case of the Global Note, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as the Initial Purchasers shall request prior to 12:00 p.m., New York City time, on the second business day preceding the Closing Date. The Series A Notes to be delivered to the Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date.

        6.     Offering by Initial Purchasers.     It is understood that the Initial Purchasers propose to offer the Series A Notes for sale only to Eligible Purchasers as set forth in the Final Memorandum.

        7.     Agreements of the Company and the Subsidiary Guarantors.     The Company and the Subsidiary Guarantors jointly and severally agree with each Initial Purchaser as follows:

        (a)   The Company and the Subsidiary Guarantors will furnish to the Initial Purchasers, without charge, as of the date of the Offering Memorandum, such number of copies of the Offering Memorandum as may then be amended or supplemented as they may reasonably request.

        (b)   The Company and the Subsidiary Guarantors will not make any amendment or supplement to the Preliminary Offering Memorandum or to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised or to which they shall reasonably object after being so advised.

        (c)   Prior to the execution and delivery of this Agreement, the Company and the Subsidiary Guarantors shall have delivered or will deliver to the Initial Purchasers, without charge, in such quantities as the Initial Purchasers shall have requested or may hereafter reasonably request, copies of the Preliminary Offering Memorandum. The Company and each of the Subsidiary Guarantors consent to the use, in accordance with the securities or Blue Sky laws of the

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jurisdictions in which the Series A Notes are offered by the Initial Purchasers and by dealers, prior to the date of the Offering Memorandum, of each Preliminary Offering Memorandum so furnished by the Company and the Subsidiary Guarantors. The Company and each of the Subsidiary Guarantors consent to the use of the Offering Memorandum in accordance with the securities or Blue Sky laws of the jurisdictions in which the Series A Notes are offered by the Initial Purchasers and by all dealers to whom Series A Notes may be sold, in connection with the offering and sale of the Series A Notes.

        (d)   If, at any time prior to completion of the distribution of the Series A Notes by the Initial Purchasers to Eligible Purchasers, any event shall occur that in the judgment of the Company, any of the Subsidiary Guarantors or in the opinion of counsel for the Initial Purchasers should be set forth in the Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Offering Memorandum in order to comply with any law, the Company and the Subsidiary Guarantors will forthwith prepare an appropriate supplement or amendment thereto or such document, and will expeditiously furnish to the Initial Purchasers and dealers a reasonable number of copies thereof.

        (e)   The Company and each of the Subsidiary Guarantors will cooperate with the Initial Purchasers and with their counsel in connection with the qualification of the Series A Notes for offering and sale by the Initial Purchasers and by dealers under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification; provided, that in no event shall the Company or any of the Subsidiary Guarantors be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Series A Notes, in any jurisdiction where it is not now so subject.

        (f)    For a period of 180 days from the date of the Offering Memorandum, the Company and each of the Subsidiary Guarantors agree not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company or any of the Subsidiary Guarantors, except (i) for the Series B Notes in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchasers.

        (g)   So long as any of the Notes are outstanding, the Company and the Subsidiary Guarantors will deliver without charge to the Initial Purchasers, as they may reasonably request, promptly upon their becoming available, copies of (i) all reports or other publicly available information that the Company and the Subsidiary Guarantors shall mail or otherwise make available to their security holders and (ii) all reports, financial statements and proxy or information statements filed by either the Company or any of the Subsidiary Guarantors or any successor of either of them with the Commission or any national securities exchange and such other publicly available information concerning either of the Company or any of the Subsidiary Guarantors or any successor of any of them or any of their respective subsidiaries, including without limitation, press releases.

        (h)   If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof or if this Agreement shall be terminated by the Initial Purchasers because of any failure or refusal on the part of the Company or any of the Subsidiary Guarantors to comply with the terms or fulfill any of the conditions of this Agreement, the Company and the Subsidiary Guarantors agree to reimburse the Initial Purchasers for all out-of-pocket expenses (including reasonable fees and expenses of its counsel) reasonably incurred

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by them in connection herewith, but without any further obligation on the part of the Company or any of the Subsidiary Guarantors for loss of profits or otherwise.

        (i)    The Company and the Subsidiary Guarantors will apply the net proceeds from the sale of the Series A Notes to be sold by it hereunder substantially in accordance with the description set forth in the Offering Memorandum under the caption "Use of Proceeds."

        (j)    Except as stated in this Agreement and in the Preliminary Offering Memorandum and Offering Memorandum, the Company, the Subsidiary Guarantors and their respective affiliates have not taken, nor will any of them 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 the Notes to facilitate the sale or resale of the Notes. Except as permitted by the Act, the Company and the Subsidiary Guarantors will not distribute any offering material in connection with the Exempt Resales.

        (k)   The Company and the Subsidiary Guarantors will use their best efforts to permit the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages (" PORTAL ") market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL market and to permit the Notes to be eligible for clearance and settlement through DTC.

        (l)    From and after the Closing Date, so long as any of the Notes are outstanding and are "restricted securities" within the meaning of the Rule 144(a)(3) under the Act or, if earlier, until three years after the Closing Date, and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Subsidiary Guarantors will furnish to holders of the Notes and prospective purchasers of Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act to permit compliance with Rule 144A in connection with resale of the Notes.

        (m)  The Company and the Subsidiary Guarantors agree 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 in a manner that would require the registration under the Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Series A Notes.

        (n)   The Company and the Subsidiary Guarantors agree to comply with all the terms and conditions of the Registration Rights Agreement and all agreements set forth in the representation letters of the Company and the Subsidiary Guarantors to DTC relating to the approval of the Notes by DTC for "book entry" transfer.

        (o)   The Company and the Subsidiary Guarantors agree to cause the Exchange Offer (as defined in the Registration Rights Agreement), if available, to be made in the appropriate form, as contemplated by the Registration Rights Agreement, to permit registration of the Series B Notes 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.

        (p)   The Company and the Subsidiary Guarantors agree that prior to any registration of the Notes pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA.

        (q)   The Company and the Subsidiary Guarantors will not voluntarily claim, and will resist actively all attempts to claim, the benefit of any usury laws against holders of the Notes.

        (r)   The Company and the Subsidiary Guarantors will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date, and

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to satisfy all conditions precedent to the Initial Purchasers' obligations hereunder to purchase the Series A Notes.

        8.     Expenses.     Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company and the Subsidiary Guarantors agree to pay all costs, expenses, fees and taxes incident to and in connection with: (i) the preparation, printing, filing and distribution of the Preliminary Offering Memorandum and the Offering Memorandum (including, without limitation, financial statements and exhibits) and all amendments and supplements thereto (but not, however, legal fees and expenses of your counsel incurred in connection therewith), (ii) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of your counsel incurred in connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda), (iii) the issuance and delivery by the Company of the Notes and the Subsidiary Guarantees, (iv) the qualification of the Notes and the Subsidiary Guarantees for offer and sale under the securities or Blue Sky laws of the several states (including, without limitation, the reasonable fees and disbursements of your counsel relating to such registration or qualification), (v) furnishing such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales, (vi) the preparation of certificates for the Notes and the Subsidiary Guarantees (including, without limitation, printing and engraving thereof), (vii) the application for quotation of the Notes in the PORTAL market, (ix) approval of the Notes by DTC for "book-entry" transfer, (x) rating the Series A Notes and the Series B Notes, (xi) the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Notes and (xii) the performance by the Company and the Subsidiary Guarantors of their other obligations under this Agreement.

        9.     Conditions of Initial Purchasers' Obligations.     The respective obligations of the Initial Purchasers hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties of the Company contained herein, to the performance by the Company and the Subsidiary Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions:

        (a)   The Initial Purchasers shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of the Initial Purchasers, is material or omits to state a fact which, in the opinion of the Initial Purchasers, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

        (b)   All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement and the Offering Memorandum, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company and the Subsidiary Guarantors shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

        (c)   The Initial Purchasers shall have received on the Closing Date an opinion, dated the Closing Date, in form and substance satisfactory to the Initial Purchasers and counsel for the Initial Purchasers, of (i) Kummer Kaempfer Bonner & Renshaw, counsel for the Company and the Subsidiary Guarantors, to the effect set forth in Exhibit B hereto and (ii) McDonald Carano Wilson LLP to the effect that (1) the Company and the Subsidiary Guarantors possess all licenses,

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including licenses issued by the Nevada Gaming Commission and the Nevada Gaming Control Board, and has made all filings with, the appropriate regulatory entities necessary to own, lease and operate its properties and to conduct the business now conducted by it and as proposed to be conducted in the Offering Memorandum, that all such licenses are in full force and effect, that to its knowledge each of the Company and the Subsidiary Guarantors is in compliance with the terms and conditions of such licenses, and that to its knowledge no event has occurred (including, without limitation, the receipt of any notice from any regulatory entity) which allows, or after notice or lapse of time, or both, would allow the revocation, modification, suspension or termination of any such license or would result in any other material impairment of the rights of the Company and the Subsidiary Guarantors under such license, and (2) the information contained in the Offering Memorandum under the caption "Regulation and Licensing" has been reviewed by it and fairly summarizes the matters therein described in all material respects.

        (d)   The Initial Purchasers shall have received from Latham & Watkins LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Series A Notes, the Offering Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

        (e)   At the time of execution of this Agreement, the Initial Purchasers shall have received from Deloitte & Touche LLP a letter, in form and substance satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings.

        (f)    With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Initial Purchasers concurrently with the execution of this Agreement (the " initial letter "), the Company shall have furnished to the Initial Purchasers a letter (the " bring-down letter ") of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of their bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of their bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by their initial letter and (iii) confirming in all material respects the conclusions and findings set forth in their initial letter.

        (g)   The Company shall have furnished to the Initial Purchasers a certificate, dated the Closing Date, of its Chairman of the Board, its President or a Vice President and its Chief Financial Officer stating that:

        (i)    The representations, warranties and agreements of the Company in Section 2 are true and correct as of the Closing Date; the Company has complied with all its agreements contained herein; and the conditions set forth in Section 9 have been fulfilled; and

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        (ii)   They have carefully examined the Offering Memorandum and, in their opinion (A) as of its date, the Offering Memorandum did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the date of the Offering Memorandum no event has occurred which should have been set forth in a supplement or amendment to the Offering Memorandum.

        (h)   Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations pursuant to the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities.

        (i)    Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities gener