EXHIBIT 1.1 PURCHASE AGREEMENT

Note Purchase Agreement

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River Rock Entertainment | Dry Creek Rancheria Band of Pomo Indians | CIBC World Markets Corp

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Title: EXHIBIT 1.1 PURCHASE AGREEMENT
Governing Law: New York Date: 5/5/2004
Law Firm: Hughes Hubbard & Reed LLP;Holland & Knight LLP

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EXHIBIT 1.1

PURCHASE AGREEMENT

Dated as of

November 4, 2003

River Rock Entertainment Authority,

as Issuer

The Dry Creek Rancheria Band of Pomo Indians

$200,000,000

9 3/4% Senior Notes due 2011

CIBC World Markets Corp.

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Table of Contents

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Section 1. Representations and Warranties of the Issuer and the Tribe..........................................2

(a) No Registration Required....................................................................2

(b) No Integration of Offerings or General Solicitation.........................................2

(d) Applicability of Tribal Licensing Regulation and State Board Regulation.....................2

(e) Exemptions from or Non-applicability of Compact Licensing Requirements......................3

(f) The Offering Memorandum.....................................................................3

(g) The Purchase Agreement......................................................................3

(h) The Registration Rights Agreement...........................................................3

(i) Authorization of the Notes and the Exchange Notes...........................................3

(j) Authorization of the Indenture and Collateral Documents.....................................4

(k) Authorization of the Expansion Project......................................................4

(l) Descriptions in the Offering Memorandum.....................................................4

(m) No Material Adverse Change..................................................................4

(n) Independent Accountants.....................................................................4

(o) Preparation of the Financial Statements.....................................................4

(p) No Subsidiaries.............................................................................5

(q) Capitalization and Other Matters............................................................5

(r) Non-Contravention of Existing Instruments; No Further Authorizations or

Approvals Required..........................................................................5

(s) No Material Actions or Proceedings..........................................................6

(t) Intellectual Property Rights................................................................6

(u) All Necessary Permits, Etc..................................................................6

(v) Title to Properties.........................................................................6

(w) Tax Law Compliance..........................................................................7

(x) Issuer Not An...............................................................................7

(y) Insurance...................................................................................7

(z) No Price Stabilization or Manipulation......................................................7

(aa) Issuer's Accounting Systems.................................................................7

(bb) Compliance with Environmental Laws..........................................................7

(cc) Taxes; Fees.................................................................................8

(dd) Government Regulation.......................................................................8

(ee) ERISA.......................................................................................8

(ff) Cash........................................................................................8

(gg) Organization and Actions....................................................................9

(hh) The Compact.................................................................................9

(ii) Obligations of Tribe and Issuer under Collateral Documents..................................9

(jj) Settlement Agreement........................................................................9

(kk) Existence of Recourse Obligations..........................................................10

(ll) Gaming Activities of the Tribe.............................................................10

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(mm) No Price Stabilization or Manipulation.....................................................10

(nn) Perfection.................................................................................10

(oo) Trust Indenture Act........................................................................10

(pp) Secured Transactions.......................................................................10

(qq) Arbitration Ordinance......................................................................10

(rr) Tax Status.................................................................................11

Section 2. Purchase, Sale and Delivery of the Notes...........................................................11

(a) The Notes..................................................................................11

(b) The Closing Date...........................................................................11

(d) Delivery of Offering Memorandum to the Initial Purchaser...................................11

(e) Initial Purchaser..........................................................................11

(f) Qualification of Subsequent Purchasers.....................................................12

Section 3. Additional Covenants of the Issuer.................................................................12

(a) Initial Purchaser's Review of Proposed Amendments and Supplements..........................12

(b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters.....12

(d) Blue Sky Compliance........................................................................12

(e) Use of Proceeds............................................................................13

(f) Additional Issuer Information..............................................................13

(g) Future Agreement Not to Offer or Sell Additional Notes.....................................13

(h) Future Reports to the Initial Purchaser....................................................13

(i) No Integration.............................................................................13

(j) Legended Notes.............................................................................14

(k) PORTAL.....................................................................................14

(l) DTC........................................................................................14

Section 4. Payment of Expenses................................................................................14

Section 5. Conditions of the Obligations of the Initial Purchaser.............................................14

(a) Accountants' Comfort Letters...............................................................14

(b) No Material Adverse Change or Ratings Agency Change........................................14

(d) Opinion of Counsel for the Initial Purchaser...............................................15

(e) Opinion of Special Counsel.................................................................15

(f) Officers' Certificate of the Issuer........................................................15

(g) Chairperson's Certificate..................................................................15

(h) Bring-down Comfort Letter..................................................................15

(i) Portal Listing.............................................................................15

(j) Registration Rights Agreement..............................................................16

(k) Indenture..................................................................................16

(l) Collateral Documents.......................................................................16

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(m) Licensing or Exemption from Licensing......................................................16

(n) No Proceedings.............................................................................16

(o) Distributions..............................................................................16

(p) Payoff Letters.............................................................................16

(q) Settlement Effected........................................................................16

(r) Sixth Amendment............................................................................16

(s) Additional Documents.......................................................................16

Section 6. Offer, Sale and Resale Procedures..................................................................17

(a) Offers and Sales only to Qualified Institutional Buyers....................................17

(b) No General Solicitation....................................................................17

Section 7. Indemnification....................................................................................18

(a) Indemnification of the Initial Purchaser...................................................18

(b) Indemnification of the Issuer and its Directors, Managers and Officers.....................19

Section 8. Contribution.......................................................................................20

Section 9. Termination of this Agreement......................................................................21

Section 10. Representations and Indemnities to Survive Delivery................................................22

Section 11. Notices............................................................................................22

Section 12. Successors.........................................................................................23

Section 13. Partial Unenforceability...........................................................................23

Section 14. Governing Law; Jurisdiction, Governing Law Provisions..............................................23

(a) Governing Law Provisions...................................................................23

(b) Waiver of Sovereign Immunity...............................................................23

(d) Jurisdiction...............................................................................24

(e) Arbitration................................................................................24

(f) Service of Process.........................................................................24

Section 15. General Provisions.................................................................................24

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iii

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PURCHASE AGREEMENT

November 4, 2003

CIBC WORLD MARKETS CORP.

as Initial Purchaser

10880 Wilshire Boulevard

Los Angeles, CA 90024

Ladies and Gentlemen:

The River Rock Entertainment Authority (the "Issuer"), an

unincorporated instrumentality of The Dry Creek Rancheria Band of Pomo Indians,

a federally recognized Indian Tribe (the "Tribe"), proposes to issue and sell to

CIBC World Markets Corp. (the "Initial Purchaser"), $200,000,000 aggregate

principal amount of the Issuer's 9 3/4% Senior Notes due November 1, 2011 (the

"Notes").

The Notes will be issued pursuant to an indenture (the "Indenture"),

to be dated as of the Closing Date (as hereinafter defined) among the Issuer,

the Tribe and U.S. Bank National Association, as trustee (the "Trustee"). The

Notes will be secured obligations and the Issuer will enter into a Pledge and

Security Agreement, Cash Collateral and Disbursement Agreement, Intercreditor

Agreement, and Control Agreements, each to be dated as of the Closing Date, by

and among the Issuer, the Tribe, the Trustee and the other parties thereto, as

applicable (collectively, the "Collateral Documents").

The holders of the Notes will be entitled to the benefits of a

registration rights agreement, to be dated as of the Closing Date (the

"Registration Rights Agreement"), among the Issuer and the Initial Purchaser,

pursuant to which the Issuer will agree to file, pursuant to the circumstances

set forth therein, a registration statement with the Securities and Exchange

Commission (the "Commission") registering the Exchange Notes (as defined below)

under the Securities Act of 1933, as amended (the "Securities Act," which term,

as used herein, includes the rules and regulations of the Commission promulgated

thereunder).

The Issuer understands that the Initial Purchaser proposes to make

an offering of the Notes (the "Offering") on the terms and in the manner set

forth herein and in the Offering Memorandum (as defined below) and agrees that

the Initial Purchaser may resell, subject to the conditions set forth herein,

all or a portion of the Notes to purchasers (the "Subsequent Purchasers") at any

time after the date of this Agreement. The Notes are to be offered and sold to

or through the Initial Purchaser without being registered with the Commission

under the Securities Act, in reliance upon exemptions therefrom. The terms of

the Notes and the Indenture will require that investors that acquire Notes

expressly agree that Notes may only be resold or otherwise transferred, after

the date hereof, if such Notes are registered for sale under the Securities Act

or if an exemption from the registration requirements of the Securities Act is

available (including the exemption afforded by Rule 144A under the Securities

Act ("Rule 144A")).

The Issuer has prepared and delivered to the Initial Purchaser

copies of a Preliminary Offering Memorandum, dated October 22, 2003 (the

"Preliminary Offering Memorandum"), and has prepared and will deliver to the

Initial Purchaser copies of the Offering Memorandum (as defined below), each

describing the terms of the Notes, for use by the Initial Purchaser in

connection with its solicitation of offers to purchase the Notes. As used

herein, "Offering Memorandum" shall mean, with respect to any date or time

referred to in this Agreement, the Issuer's Offering Memorandum, dated November

4, 2003, including amendments, supplements or exhibits thereto, in the most

recent form that has been prepared and delivered by the Issuer to the Initial

Purchaser in connection with its solicitation of offers to purchase Notes.

Further, any reference to the Preliminary Offering Memorandum or the Offering

Memorandum shall be deemed to refer to and include any Additional Issuer

Information (as defined in Section 4(f)) furnished by the Issuer prior to the

completion of the distribution of the Notes.

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Capitalized terms used herein not otherwise defined shall have the

meanings set forth in the Indenture.

The Issuer and the Tribe hereby confirm their agreements with the

Initial Purchaser as follows:

Section 1. Representations and Warranties of the Issuer and the

Tribe. The Tribe and the Issuer (collectively, the "River Rock Parties"),

jointly and severally, represent and warrant to the Initial Purchaser as

follows:

(a) No Registration Required. Subject to compliance by the Initial

Purchaser with the representations and warranties set forth in Section

2(e) and Section 2(f) hereof and with the procedures set forth in Section

6 hereof, it is not necessary in connection with the offer, sale and

delivery of the Notes to the Initial Purchaser, or the initial resale of

the Notes by the Initial Purchaser to register the Notes under the

Securities Act or, until such time as the Exchange Notes are issued

pursuant to an effective registration statement, to qualify the Indenture

under the Trust Indenture Act of 1939 (the "Trust Indenture Act," which

term, as used herein, includes the rules and regulations of the Commission

promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. Each of the

River Rock Parties has not, directly or indirectly, solicited any offer to

buy or offered to sell, and will not, directly or indirectly, solicit any

offer to buy or offer to sell, in the United States or to any United

States citizen or resident, any security which is or would be integrated

with the sale of the Notes in a manner that would require the Notes to be

registered under the Securities Act. None of the River Rock Parties, their

respective affiliates (as such term is defined in Rule 501(b) under the

Securities Act (each, an "Affiliate")), or any Person (as defined in the

Offering Memorandum) acting on their behalf (other than the Initial

Purchaser, as to whom the River Rock Parties make no representation or

warranty) has engaged or will engage, in connection with the offering of

the Notes, in any form of general solicitation or general advertising

within the meaning of Rule 502(c) under the Securities Act.

the Initial Purchaser with the representations and warranties set forth in

Section 2(e) and Section 2(f) hereof and with the procedures set forth in

Section 6 hereof, the Notes satisfy the eligibility requirements of Rule

144A(d)(3) of the Securities Act and will not be, at the Closing Date, of

the same class as securities listed on a national securities exchange

registered under Section 6 of the Exchange Act of 1934, as amended (the

"Exchange Act," which term, as used herein, includes the rules and

regulations of the Commission promulgated thereunder) or quoted in a U.S.

automated interdealer quotation system.

(d) Applicability of Tribal Licensing Regulation and State Bond

Regulation. Regulation DCGC-2EMG (the "Tribal Licensing Regulation")

adopted on October 20, 2003, by the Dry Creek Gaming Commission (the

"Tribal Gaming Agency") is now and will be at the Closing Date in effect

and applicable to the Notes and Exchange Notes, in the form originally

adopted by the Tribal Gaming Agency, with amendment or supplement.

Regulation CGCC-2 of the California Gambling Control Commission (the

"State Bond Regulation") applies to the Notes and the Exchange Notes. The

Indenture complies with the requirements for an indenture described in

Section (g) of the State Bond Regulation.

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(e) Exemptions from or Non-Applicability of Compact Licensing

Requirements. In accordance with the Tribal Licensing Regulation, no

person who purchases less than 10% of the aggregate principal amount of

the issued and outstanding Notes and no federally or state-regulated bank

or savings and loan association is required to be licensed as a "financial

source" under the Tribal State Gaming Compact between the Tribe and the

State of California for which approval was published in the Federal

than the Initial Purchaser or Persons purchasing Notes from the Initial

Purchaser or on initial resale, is required to be licensed as a financial

source under the Compact prior to purchasing the Notes; provided that

neither any holder that is not licensed or exempted from licensing by the

Tribal Gaming Agency, nor any person acting on behalf of the holder, will

have any right to enforce any payment obligation relating to the Notes

against any revenues, property, or rights of the Issuer or the Tribe, or

any branch, department, agency, instrumentality, division, subsidiary,

enterprise, authority or wholly-owned corporation or business of the Tribe

until such time as the holder is licensed by the Tribal Gaming Agency.

(f) The Offering Memorandum. The Offering Memorandum does not, and

at the Closing Date will not, include an untrue statement of a 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; provided that this representation, warranty and

agreement shall not apply to statements in or omissions from the Offering

Memorandum made in reliance upon and in conformity with information

furnished to the River Rock Parties in writing by the Initial Purchaser

expressly for use in the Offering Memorandum. Each of the Preliminary

Offering Memorandum and the Offering Memorandum, as of its respective

date, contains all the information specified in, and meeting the

requirements of, Rule 144A(d)(4). None of the River Rock Parties has

distributed or will distribute, prior to the later of the Closing Date and

the completion of the Initial Purchaser's resales of the Notes, any

offering material in connection with the offering and sale of the Notes

other than the Preliminary Offering Memorandum or the Offering Memorandum.

(g) The Purchase Agreement. This Agreement has been duly authorized,

executed and delivered by, and is a valid and binding agreement of, each

of the River Rock Parties, enforceable in accordance with its terms,

except that rights to indemnification hereunder may be limited by

applicable law and except as the enforcement hereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar laws

relating to or affecting the rights and remedies of creditors or by

general equitable principles.

(h) The Registration Rights Agreement. At the Closing Date, the

Registration Rights Agreement will have been duly authorized, executed and

delivered by, and will be a valid and binding agreement of, each of the

River Rock Parties, enforceable in accordance with its terms, except as

rights to indemnification thereunder may be limited by applicable law and

except as the enforcement thereof may be limited by bankruptcy,

insolvency, reorganization, moratorium, or other similar laws relating to

or affecting the rights and remedies of creditors or by general equitable

principles.

(i) Authorization of the Notes and the Exchange Notes. (i) The Notes

are in the form contemplated by the Indenture, have been duly authorized

by the Issuer for issuance and sale pursuant to this Agreement and the

Indenture and, at the Closing Date, will have been duly executed by the

Issuer and, when authenticated in the manner provided for in the Indenture

and delivered against payment by the Initial Purchaser of the purchase

price therefor on the Closing Date, will constitute valid and binding

agreements of the Issuer, enforceable against the Issuer in accordance

with their terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar laws

relating to or affecting the rights and remedies of creditors or by

general equitable principles, and will be entitled to the benefits of the

Indenture; and (ii) the Exchange Notes have been duly and validly

authorized for issuance by the Issuer, and if and when issued and

authenticated in accordance with the terms of the Indenture and delivered

in accordance with the Registration Rights Agreement, would, if issued

today, constitute valid and binding obligations of the Issuer, enforceable

against the Issuer in accordance with their terms, except as the

enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium, or similar laws relating to or affecting

enforcement of the rights and remedies of creditors or by general

principles of equity and will be entitled to the benefits of the

Indenture.

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(j) Authorization of the Indenture and Collateral Documents. Each of

the Indenture and the Collateral Documents has been duly authorized by

each of the River Rock Parties and, at the Closing Date, will have been

duly executed and delivered by each of the River Rock Parties and will

constitute a valid and binding agreement of such River Rock Party,

enforceable in accordance with its terms, except as the enforcement

thereof may be limited by bankruptcy, insolvency, reorganization,

moratorium or other similar laws relating to or affecting the rights and

remedies of creditors or by general equitable principles.

(k) Authorization of the Expansion Project. The Tribal Approving

Resolution (defined below) authorizes the Expansion Project and the

financing of the improvements related thereto as described in the Offering

Memorandum.

(l) Descriptions in the Offering Memorandum. The Notes, the

Indenture, the Registration Rights Agreement and the Collateral Documents

conform in all material respects to the descriptions thereof contained in

the Offering Memorandum.

(m) No Material Adverse Change. Subsequent to the respective dates

as of which information is given in the Offering Memorandum, (i) there has

been no material adverse change, or any development that could reasonably

be expected to result in a material adverse change, in the condition,

financial or otherwise, or in the earnings, business, operations or

prospects of either River Rock Party (any such change is called a

"Material Adverse Change"); and (ii) the Issuer has not incurred any

material liability or obligation, indirect, direct or contingent, not in

the ordinary course of business nor entered into any material transaction

or agreement not in the ordinary course of business.

(n) Independent Accountants. Deloitte & Touche LLP (the "Independent

Accountants"), who have expressed their opinion with respect to the

financial statements (which term as used in this Agreement includes the

related notes thereto) and supporting schedules included in the Offering

Memorandum for the fiscal year ended December 31, 2002, are independent

public or certified public accountants, with respect to the Issuer within

the meaning of Regulation S-X under the Securities Act and the Exchange

Act.

(o) Preparation of the Financial Statements. The financial

statements of the River Rock Casino, together with the related schedules

and notes included in the Offering Memorandum, present fairly in all

material respects the financial position of the River Rock Casino as of

and at the dates indicated and the results of its operations and cash

flows for the periods specified. Such financial statements have been

prepared in conformity with generally accepted accounting principles as

applied in the United States applied on a consistent basis throughout the

periods involved, except as may be expressly stated in the related notes

thereto. The financial data with respect to the River Rock Casino set

forth in the Offering Memorandum under the captions "Offering Memorandum

Summary--Summary Historical Financial and Other Data" and "Selected

Historical Financial and Other Data" fairly present the information set

forth therein on a basis consistent with that of the audited and unaudited

financial statements contained in the Offering Memorandum.

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(p) No Subsidiaries. The Issuer does not own or control any direct

or indirect subsidiaries or other enterprises or business entities.

(q) Capitalization and Other Matters. At June 30, 2003 after giving

effect to the issuance and sale of the Notes pursuant hereto and the

application of the proceeds from the sale of the Notes, the Issuer would

have the capitalization as set forth in the Offering Memorandum under the

caption "Capitalization." The Issuer is an instrumentality of the Tribe

and there are no other ownership or equity interests of any nature

authorized under the Issuer Ordinance (as defined below) or otherwise.

There are no authorized or outstanding options, warrants, preemptive

rights, rights of first refusal or other rights to purchase, or equity or

debt securities convertible into or exchangeable or exercisable for, any

equity interests of the Issuer.

(r) Non-Contravention of Existing Instruments; No Further

Authorizations or Approvals Required. Neither River Rock Party is in

violation of the Articles of Association (defined below), the Issuer

Ordinance, any other organizational, statutory or legal documents of the

Issuer or the Tribe, or in default (or, with the giving of notice or lapse

of time, would be in default) ("Default") under the Compact or any

indenture, mortgage, loan or credit agreement, note, contract, franchise,

lease or other agreement or instrument to which it is a party or by which

it may be bound or to which any of its property or assets is subject

(each, an "Existing Instrument"), or in violation of any local, tribal,

state or federal law, statute, ordinance, rule, regulation, requirements,

judgment or court decree (including, without limitation, any requirement,

regulation or decree of the California Gambling Control Commission or the

Tribal Gaming Agency or under the Indian Gaming Regulatory Act of 1988, as

amended ("IGRA")), except, in each case, for such Defaults or violations

as would not, individually or in the aggregate, result in a Material

Adverse Change. Each River Rock Party's (a) execution, delivery and

performance of (i) this Agreement, (ii) the Registration Rights Agreement,

(iii) the Indenture, and (iv) the Collateral Documents, and the (b)

issuance and delivery of the Notes or the Exchange Notes, and (c)

consummation of the transactions contemplated hereby and thereby (other

than any resales of Notes or Exchange Notes), (i) will not result in any

violation of the provisions of the Articles of Association or the Issuer

Ordinance or any other organizational, statutory or legal documents of the

Issuer or the Tribe, (ii) will not conflict with or constitute a breach

of, or Default or a Debt Repayment Triggering Event (as defined below)

under, or result in the creation or imposition of any lien, charge or

encumbrance upon any property or assets of the Issuer or the Tribe

pursuant to, or require the consent of any other party to, any Existing

Instrument, except, in each case, for such conflicts, breaches, Defaults,

liens, charges or encumbrances as would not, individually or in the

aggregate, result in a Material Adverse Change and (iii) will not result

in any violation of any law, administrative regulation or administrative

or court decree (including, without limitation, any requirement,

regulation or decree of the California Gambling Control Commission or

Tribal Gaming Agency or under IGRA) applicable to the Issuer or the Tribe

or any of their respective properties or assets, except, in each case, for

such violations of law or regulation as will not, in the aggregate, be

reasonably likely to result in a Material Adverse Change or have a

material adverse effect on the offering and sale of the Notes and the

transactions contemplated hereby. As of the Closing Date, no consent,

approval, authorization or other order of, or registration or filing with,

any court or other governmental or regulatory authority or agency

(including, without limitation, any Gaming Authority, as such term is

defined in the Indenture) is required for the Issuer's or the Tribe's, as

applicable, execution, delivery and performance of this Agreement, the

Registration Rights Agreement, the Indenture or Collateral Documents, or

the creation of the liens intended to be created by the Collateral

Documents, or the issuance and delivery of the Notes or the Exchange

Notes, or consummation of the transactions contemplated hereby and

thereby, except (i) such as will be obtained under the Act and such as may

be required under the Blue Sky laws of any jurisdiction in connection with

the purchase and distribution of the Notes by the Initial Purchaser in the

manner contemplated herein and in the Offering Memorandum and the

Registration Rights Agreement, and (ii) such as will not result in a

Material Adverse Change or have a material adverse effect on the offering

and sale of the Notes and the transactions contemplated hereby. As used

herein, a "Debt Repayment Triggering Event" means any event or condition

which gives, or with the giving of notice or lapse of time would give, the

holder of any note, debenture or other evidence of indebtedness (or any

Person acting on such holder's behalf) the right to require the

repurchase, redemption or repayment of all or a portion of such

indebtedness by the Issuer or the Tribe.

<PAGE>

(s) No Material Actions or Proceedings. Except as disclosed in the

Offering Memorandum, there are no legal or governmental actions, suits or

proceedings pending or, to the best of the River Rock Parties' knowledge,

threatened (i) against or affecting the Issuer or the Tribe, (ii) which

has as the subject thereof any property owned or leased by the Issuer or

used by the Issuer in the operation of its business, (iii) calling into

question the membership of the Tribe, or (iv) to the actual knowledge of

the River Rock Parties, calling into question the validity of all or any

portion of any tribal-state compact substantially similar to the Compact,

entered into by the State of California and any other Indian Tribe, where

in any such case (A) there is a reasonable possibility that such action,

suit or proceeding might be determined adversely to the Issuer or the

Tribe and (B) any such action, suit or proceeding, if so determined

adversely, would reasonably be expected to result in a Material Adverse

Change or adversely affect the consummation of the transactions

contemplated by this Agreement. No labor dispute with the employees of the

Issuer exists or, to the best of the Issuer's knowledge, is threatened or

imminent except as would not be reasonably expected to result in a

Material Adverse Change.

(t) Intellectual Property Rights. The Tribe or the Issuer owns or

possesses, and on the Closing Date the Issuer will own or possess,

sufficient trademarks, trade names, patent rights, copyrights, licenses,

approvals, trade secrets and other similar rights (collectively,

"Intellectual Property Rights") necessary for the Issuer to conduct its

business as now conducted; and the expected expiration of any of such

Intellectual Property Rights would not reasonably be expected to result in

a Material Adverse Change. The Issuer has not received any notice of

infringement or conflict with asserted Intellectual Property Rights of

others, which infringement or conflict, if the subject of an unfavorable

decision, would reasonably be expected to result in a Material Adverse

Change.

(u) All Necessary Permits, Etc. Other than as described in the

Offering Memorandum, the Tribe possesses, and on the Closing Date the

Issuer will possess, such valid and current licenses, certificates,

authorizations or permits issued by the appropriate municipal, state,

federal or foreign regulatory agencies or bodies (including the Tribal

Gaming Agency and any Gaming Authority) necessary to conduct the business

of the Issuer as now conducted, and neither the Issuer nor the Tribe has

received any notice of proceedings relating to the revocation or

modification of, or non-compliance with, any such license, certificate,

authorization or permit which, singly or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, could result in a Material

Adverse Change.

(v) Title to Properties. All lands on which class III gaming (as

defined in the IGRA) or the Gaming Business (As defined in the Offering

Memorandum), is presently conducted constitute "Indian lands" as defined

in the IGRA, and all such lands are lands are now and have been since

before October 17, 1988, held in trust in the name of the United States

for the benefit of the Tribe and located on the reservation of the Tribe

within the meaning of IGRA. At the Closing Date the Issuer will hold all

Gaming Assets (as defined in the Offering Memorandum) in its name, to the

extent required by the Issuer Ordinance, and the Tribe or the Authority

will have good and marketable title to all Gaming Assets, including those

set forth on the balance sheet of the River Rock Casino contained in the

Offering Memorandum or reflected as owned in the Offering Memorandum

(except for real property held in trust by the United States of America

for the benefit of the Tribe), in each case free and clear of any security

interests, mortgages, liens, encumbrances, equities, claims and other

defects, except such as are disclosed in the Offering Memorandum, arise

out of the Security Agreement executed April 26, 2001 and as amended on

February 14, 2003 between the Tribe and Dry Creek Casino, LLC, or as do

not materially and adversely affect the value of such property and do not

materially interfere with the use made or proposed to be made of such

property by the Issuer, including in connection with the Project,

including the Expansion Project (as such terms are defined in the Offering

Memorandum). Any real property, improvements, equipment and personal

property held under lease by the River Rock Parties for use in the Gaming

Enterprise are held under valid and enforceable leases, with only such

exceptions as are not material or do not materially interfere with the use

made or proposed to be made of such real property, improvements, equipment

or personal property by the Issuer. No such property is held under lease

by the Tribe except as to which the Issuer has all rights of enjoyment to

the same extent as the Tribe.

<PAGE>

(w) Tax Law Compliance. The River Rock Parties have filed all

federal, state, tribal and foreign income and franchise tax returns

required to be filed and have paid all taxes shown on such returns

required to be paid by either of them which are due and payable and, if

due and payable, any related or similar assessment, fine or penalty levied

against either of them. The River Rock Casino has made adequate charges,

accruals and reserves in the applicable financial statements referred to

in Section 1(o) above in respect of all federal, state, tribal and foreign

income and franchise taxes for all periods as to which the tax liability

of the Issuer has not been finally determined, except where such failure

would not reasonably be expected to result in a Material Adverse Change.

There are no tax audits or investigations pending, which if adversely

determined would reasonably be expected to result in a Material Adverse

Change; nor are there any material proposed additional tax assessments

against the Issuer or Tribe.

(x) Issuer Not an "Investment Company." The Issuer is not, nor after

receipt of payment for the Notes and the application of proceeds as

described in the Offering Memorandum under the caption "Use of Proceeds"

will it be, an "investment company" within the meaning of Investment

Company Act of 1940, as amended (the "Investment Company Act") and will

conduct its business in a manner so that it will not become subject to the

Investment Company Act.

(y) Insurance. The Issuer maintains insurance covering its

properties, operations, personnel and business, insuring against such

losses and risks as are consistent with industry practice to protect the

Issuer and its business. The Issuer has not received notice from any

insurer or agent of such insurer that substantial expenditures will have

to be made in order to continue such insurance. The Issuer has no reason

to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage

from similar insurers as may be necessary to continue its business at a

cost that is not materially greater than the current cost.

(z) No Price Stabilization or Manipulation. The Issuer has not taken

and will not take, directly or indirectly, any action designed to or that

might be reasonably expected to cause or result in stabilization or

manipulation of the price of any security of the Issuer to facilitate the

sale or resale of the Notes.

(aa) Issuer's Accounting Systems. The Issuer maintains a system of

accounting controls sufficient to provide reasonable assurances that (i)

transactions are executed in accordance with management's general or

specific authorization; (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with generally

accepted accounting principles as applied in the United States and to

maintain accountability for assets; (iii) access to material assets is

permitted only in accordance with management's general or specific

authorization; and (iv) the recorded accountability for assets is compared

with existing assets at reasonable intervals and appropriate action is

taken with respect to any differences.

<PAGE>

(bb) Compliance with Environmental Laws. Except as would not,

individually or in the aggregate, result in a Material Adverse Change (i)

each River Rock Party is not, to its knowledge, in violation of the

Compact or any federal, state, tribal, local or foreign law or regulation

relating to pollution or protection of human health or the environment

(including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata) or wildlife, including without

limitation, laws and regulations relating to emissions, discharges,

releases or threatened releases of chemicals, pollutants, contaminants,

wastes, toxic substances, hazardous substances, petroleum and petroleum

products (collectively, "Materials of Environmental Concern"), or

otherwise relating to the manufacture, processing, distribution, use,

treatment, storage, disposal, transport or handling of Materials of

Environmental Concern (collectively, "Environmental Laws"), which

violation includes, but is not limited to, noncompliance with any permits

or other governmental authorizations required for the operation of the

business of the Issuer under applicable Environmental Laws, or

noncompliance with the terms and conditions thereof, nor has any River

Rock Party received any written communication, whether from a governmental

authority, citizens group, employee or otherwise, that alleges that the

Issuer is in violation of any Environmental Law; (ii) there is no claim,

action or cause of action filed with a court or governmental authority, no

investigation with respect to which the Issuer has received written

notice, and no written notice by any Person or entity alleging potential

liability for investigatory costs, cleanup costs, governmental responses

costs, natural resources damages, property damages, personal injuries,

attorneys' fees or penalties arising out of, based on or resulting from

the presence, or release into the environment, of any Material of

Environmental Concern at any location owned, leased or operated by the

Issuer, now or in the past (collectively, "Environmental Claims"), pending

or, to the River Rock Parties' knowledge, threatened against either of

them or any Person or entity whose liability for any Environmental Claim

such River Rock Party has retained or assumed either contractually or by

operation of law; and (iii) to the River Rock Parties' knowledge, there

are no past or present actions, activities, circumstances, conditions,

events or incidents, including, without limitation, the release, emission,

discharge, presence or disposal of any Material of Environmental Concern,

that reasonably could result in a violation of any Environmental Law or

form the basis of a potential Environmental Claim against any River Rock

Party, or against any Person or entity whose liability for any

Environmental Claim the Issuer has retained or assumed either

contractually or by operation of law. Except as would not reasonably be

expected to result in a Material Adverse Change, any environmental impact

statements and environmental assessments required to be filed and approved

prior to the commencement of construction of the Expansion Project by any

government authority or other governmental agency or instrumentality

having jurisdiction over the site of the Expansion Project have been duly

filed and approved.

(cc) Taxes; Fees. There are no stamp or other issuance or transfer

taxes or duties or other similar fees or charges required to be paid in

connection with the execution and delivery of this Agreement or the

issuance or sale by the Issuer of the Notes.

(dd) Government Regulation. Except for the Compact, State Bond

Regulation, the Tribal Licensing Regulation and the Issuer Ordinance, the

Issuer is not subject

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