RIVERBOAT CASINO SALE AND PURCHASE AGREEMENT

Exhibit 10.61

EXECUTION COPY

RIVERBOAT CASINO SALE AND PURCHASE AGREEMENT

THIS RIVERBOAT CASINO SALE AND PURCHASE AGREEMENT (this “Agreement” ) is entered into as of this 24 ^th day of February, 2006, by and among:

(i) President Casinos, Inc., debtor and debtor-in-possession ( “Seller” ) in a chapter 11 bankruptcy case, Case No. 02-53005 (the “Seller Case”) pending in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court” );

(ii) President Riverboat Casino-Missouri, Inc., a Missouri corporation (the “Company” ), debtor and debtor-in-possession in a chapter 11 bankruptcy case in the Bankruptcy Court that is jointly administered with the Seller Case (the “Company Case” and, collectively with the Seller Case, the “Case” ); and

(iii) Pinnacle Entertainment, Inc., a Delaware corporation, or a subsidiary thereof ( “Buyer” ).

RECITALS

A. Seller is the owner of all of the Closing Shares (as herein defined) of the Company.

B. The Company is the owner and operator of a riverboat casino, located on the Mississippi River riverfront in St. Louis, Missouri and moored to a barge known as Admiral Barge One and connected by a porte-cochere (collectively, the “Riverboat Casino” ), more particularly described as:

C. An official committee of unsecured creditors (the “Committee” ) has been appointed in the Company Case pursuant to section 1102 of the United States Bankruptcy Code (the “Bankruptcy Code” ).

D. Seller, with the support of the Committee and holders of Seller’s 12% Senior Notes due 2001 and 13% Senior Notes due 2001 (the “Bondholders” ), desires to sell, and Buyer desires to purchase, the Closing Shares upon the terms and conditions set forth in this Agreement and subject to further action of the Bankruptcy Court.

E. Following execution of this Agreement, Seller and the Company shall seek authority from the Bankruptcy Court to hold an auction at which Buyer’s offer for the Closing Shares shall be subject to higher and better offers of third parties.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, and with the intent to be legally bound hereby, the parties agree as follows:

1. PURCHASE AND SALE OF CLOSING SHARES; RIVERBOAT CASINO ASSETS OWNED BY THE COMPANY; TRADEMARK LICENSE .

(a) Closing Shares to be Sold . Subject to the provisions of this Agreement, Seller shall sell and Buyer shall purchase, all of Seller’s right, title and interest in, to and under the Closing Shares, free and clear of any lien, mortgage, security interest, pledge, encroachment, easement, defect of title or other claim, charge or encumbrance of any nature whatsoever, or any restriction on transferability, option, right of first refusal, or restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, “Encumbrances” ), but subject in each case to applicable state and federal securities laws.

(b) Riverboat Casino Assets Owned by the Company . Immediately following the Closing, the Company shall have good and marketable title to all assets, properties and rights owned by the Company or otherwise material to the operation of the Riverboat Casino wherever such assets, properties and rights are located, and whether real, personal or mixed, tangible or intangible, which Riverboat Casino Assets, to the maximum extent permitted under Section 1141(C) of the Bankruptcy Code, will be free and clear of all claims and interests of creditors of the Company, other than the Company Liabilities (as defined in Section 3(a)) (collectively, the “Riverboat Casino Assets” ); provided , however , the Riverboat Casino Assets shall not include any of the Excluded Assets (as defined in Section 9(c)(vi) below). The Riverboat Casino Assets shall include, but in no way be limited to, the following assets and properties of the Company:

(i) the Riverboat Casino, together with its furniture, fixtures, equipment, necessaries, uniforms, apparel, supplies held for consumption, life saving equipment (including life boats and inflatable boats), spare parts, radio equipment, cordage, general outfit and all other appurtenances and appliances belonging to the Riverboat Casino, and the Company’s parking and transportation shuttles and other vehicles, whether aboard the Riverboat Casino or on shore at the time of Closing;

(ii) all of the Company’s right, title and interest in and to (A) the Lease between the Company and the City of St. Louis Port Commission (the “City Lease” ) and such other executory leases, subleases, easements, licenses, concessions or other agreements made for the benefit of the Company listed or described on Schedule 1(b)(ii)(A) , whether written or oral, granting to any person the right to use or occupy real property (the “Parking Leases” ; the City Lease and the Parking Leases are, collectively, the “Real Property Leases” ), (B) subject to the compliance by the Company with the covenant contained in Section 8(a)(xviii), the Company’s collective bargaining agreement with Hotel Employees, Restaurant Employees Local 74, AFL-CIO as provided in Schedule 6(h) , and (C) other executory leases or contracts either (I) listed on Schedule 1(b)(ii)(C) or (II) entered

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into after the date of this Agreement in compliance with the provisions hereof and designated in writing by Buyer as an “Assumed Executory Lease and Executory Contract” by no later than five (5) Business Days (as defined in Section 2(d)(i) ) after the date on which the Company Plan of Reorganization (as defined in Section 9(c) below) is filed (collectively, the “Assumed Executory Leases and Executory Contracts” ); provide , however , that if Seller or Company assumes any executory lease or contract prior to the Closing and after the date of this Agreement without the prior written consent of Buyer, such assumed executory lease or contract shall be the sole responsibility of Seller or Company, as applicable, and shall constitute an Excluded Asset within the meaning of Section 9(c)(vi)(5) hereof unless and until such time, if any, as Buyer agrees to accept such executory lease or contract.

(iii) subject to Section 2(e) below, all of the right, title and interest of the Company and Seller in and to the following property if acquired by the Company or Seller after the date of this Agreement but prior to the Closing:

Parcel 1:

Lot “A” of Cherrick’s Subdivision, according to the plat thereof recorded in Plat Book 70 page 29 of the St. Louis City Records and in City Block 17 and 18 of the City of St. Louis, State of Missouri

Parcel 2:

Lot “C” of Cherrick’s Subdivision, according to the plat thereof recorded in Plat Book 70 page 29 of the St. Louis City Records and in City Block 18 of the City of St. Louis, State of Missouri

(Parcels 1 and 2 collectively referred to herein as the “Cherrick Lot” ) and any and all rights and interest of the Company and/or Seller in and to the Cherrick Lot as described in and arising under that certain letter agreement, of even date herewith, among Seller, Company and Buyer (collectively, “Additional Real Estate” );

(iv) all gambling games, slot machines, tables, other gaming equipment and associated equipment that are used by the Company in the operation of the Riverboat Casino, together with the Company’s inventory of gaming chips, tokens, scrip, markers, gaming supplies and other items held for use by the Company at the Riverboat Casino in the ordinary course of business ( “Gaming Equipment” );

(v) all cash in cashiers’ cages, vaults, carts, drawers, cash registers and gaming devices and machines, and any other cash or cash equivalents required to remain in the Company at all times as required by the regulators of the Missouri Gaming Commission or the regulations of such gaming commission ( “Included Cash” );

(vi) all food processing and preparation and washing equipment, machines and fixtures, racks, trays, buffet tables, furniture, flatware, serving ware, utensils, crockery, plates, cutlery and other similar items, uniforms, napkins, linens and other tangible personal property held by the Company for use in connection with its food service and dining facilities at the Riverboat Casino;

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(vii) to the extent relating to the Company’s marketing and operation of the Riverboat Casino, all books, records, files and papers, whether in hard copy or computer format, including books of account, sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of present and former suppliers, personnel and employment records of present or former employees, and documentation developed or used for accounting or marketing purposes;

(viii) all of the Company’s right, title and interest in and to each of the following and all copies and other tangible embodiments thereof: (A) the “Admiral” name and all variants and derivations thereof, and all other fictitious business names, trademarks (registered and unregistered), service marks, trade dress, logos, trade names and the goodwill of the Company’s business associated therewith, and all applications, extensions, registrations, and renewals in connection therewith but excluding Seller’s Trademarks (as defined in Section 1(c) below), which may only be used by Buyer pursuant to and in accordance with Section 1(c) hereof, (B) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith in both published works and unpublished works and (C) all trade secrets and confidential and other business information (including ideas, research and development, know-how, formulas, works for hire, gaming, security and food service processes and techniques, market research, tracking methods, census reports, designs, drawings, specifications and business and marketing plans and proposals) (collectively, “Intellectual Property” );

(ix) all of the Company’s right, title and interest in and to licenses, permits, franchises, zoning rights, approvals, registrations, consents and authorizations used in, or necessary to the operation of the Riverboat Casino as presently operated or the other Riverboat Casino Assets, including those listed in Schedule 6(i) (collectively “Gaming Licenses” );

(x) all of the Company’s right, title and interest in and to all post office boxes, e-mail addresses, telephone and facsimile numbers and domain names held for use in connection with the operation of the Riverboat Casino;

(xi) all computer software, proprietary or otherwise (including data and related documentation), sales and promotional literature, manuals, customer and supplier correspondence, plats, architectural plans, drawings, designs, blueprints, specifications and studies that are owned or used in connection with the operation of the Riverboat Casino, in all cases in any form or medium, other than the Excluded Software;

(xii) all know-how, trade secrets, customer tracking information, customer databases, customer and supplier information, personnel information, technical information, process technology, plans, drawings, innovations, designs, ideas, proprietary blueprints and information and other information, including player tracking information related to Riverboat Casino Assets, and fixed asset, general ledger and risk management data (the Company will provide Buyer with assistance to incorporate the fixed asset, general ledger and risk management data into Buyer’s computer systems) owned or used by the Company in connection with the operation of the Riverboat Casino;

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(xiii) all inventory of merchandise held for resale and all food and beverage inventory, including rights to vending and concession inventory, held for sale or service to patrons and/or employees of the Riverboat Casino (collectively, the “Inventory” );

(xiv) all prepaid expenses relating to the Riverboat Casino ( “Prepaid Expenses” );

(xv) all accounts receivable and related deposits, security, or collateral therefor, including recoverable customer deposits and receivables (collectively, the “Receivables” );

(xvi) all security deposits deposited by or on behalf of the Company as lessee or sublessee under the Assumed Executory Leases and Executory Contracts existing on the Closing Date and all deposits of the Company with utilities and other providers of services to the Riverboat Casino (the “Security Deposits” );

(xvii) all of the Company’s rights to any indemnity payments and insurance contracts, relating to the Riverboat Casino Assets held by the Company;

(xviii) any credits, carryforwards, operating losses and other attributes related to Taxes (as defined in Section 6(p)(i) , but excluding any refunds for Taxes described in Section 9(c)(vii)(11) below; and

(xix) At Buyer’s election, any other asset (except assets included in the definition of Excluded Assets) reflected on the Balance Sheet of the Company dated as of November 30, 2005, and delivered to Buyer in accordance with Section 6(d) .

(c) Trademark License . In further consideration of the payment of the Purchase Price, and the mutual covenants under this Agreement, Seller grants to Buyer and Company a non-exclusive, fully paid-up right and license to use the names “President” , “President Riverboat Casino” and other related trademarks and services marks of Seller (collectively, the “Seller’s Trademarks” ) under the common law and under any trademark or service mark registrations in connection with (i) the exploitation of the Riverboat Casino Assets within a one hundred fifty (150) mile radius of the St. Louis, Missouri city limits and (ii) the advertisement of the Riverboat Casino nationwide (the “Trademark License” ). During the term of the Trademark License, Seller shall not license the use of Seller’s Trademarks to any other Person. The Trademark License shall be effective for a period of two (2) years from the Closing Date. Upon expiration of the Trademark License, Buyer will cease all further use of Seller’s Trademarks and Buyer will have no further rights thereto. Any termination or expiration of the Trademark License shall not terminate or otherwise affect any other provision of this Agreement. As used herein, “Person” means any natural person, business trust, corporation, partnership, limited liability company, joint stock company, proprietorship, association, trust, joint venture, unincorporated association or any other legal entity of whatever nature.

2. CONSIDERATION .

(a) Purchase Price . The aggregate consideration to be paid by Buyer to Seller for the Closing Shares shall be the payment of a cash amount equal to (A) Thirty-One

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Million Five Hundred Thousand Dollars ($31,500,000) (the “Base Price” ), less (B) the Deficiency (as defined in Section 2(d) , if any, plus (C) the Surplus (as defined in Section 2(d))), if any (the “Purchase Price” ); but subject to reduction to the extent provided in Section 9(d) below. The Purchase Price shall be payable as follows: (I) Buyer is paying a refundable $1,500,000 cash deposit (the “Deposit” ) by wire transfer of immediately available funds to an escrow account (the “ Escrow Account ”) held in an interest bearing account for the benefit of Buyer, by U.S. Bank National Association as escrow agent under an Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement” ) within three (3) Business Days of the execution of this Agreement; and (II) on the Closing Date, (x) the Deposit (with interest accrued thereon, if any) shall be paid over to Seller from the Escrow Account, and (y) Buyer shall pay the Purchase Price, less the Deposit (plus interest accrued thereon, if any), by wire transfer of immediately available funds to such account or accounts as Seller shall direct. The Purchase Price shall be subject to adjustment by (A) the prorations set forth in Section 2(b) , (B) the payment of any Cure Amounts (as defined below) by Buyer in accordance with Section 2(c) , (C) any additional amount that becomes payable in accordance with Section 2(e) , and (D) any amounts which shall be credited toward the Purchase Price or become payable to the Company, as the case may be, in accordance with Section 2(f) . If Buyer increases the amount of the cash consideration offered for the Closing Shares or otherwise modifies the terms and conditions of its bid as set forth in this Agreement in order to outbid a proponent of a higher and better offer, then the Purchase Price shall automatically be increased by an equal amount and/or the terms and conditions hereof shall be automatically modified and, if Buyer is the successful bidder, Buyer and Seller shall execute a written instrument to memorialize such increased Purchase Price (and change in form of consideration, as applicable) and such modifications to the terms and conditions hereof. All interest and other earnings on the Deposit shall, whether or not the Closing occurs, be the property of Buyer. In the event of a termination of this Agreement as provided in Section 16 hereof (other than a termination pursuant to Section 16(c )) then the Deposit, with interest accrued thereon, if any, shall be immediately returned to Buyer and both parties shall execute and deliver mutual escrow instructions to Escrow Agent to that effect. If (1) the Bankruptcy Court enters the Procedures Order (as defined in Section 9 below), (2) all conditions set forth in Section 4 hereof have been satisfied (or on the Closing Date will be satisfied) or waived by Buyer, and (3) Seller terminates the Agreement pursuant to Section 16(c) , then the Deposit (excluding interest accrued thereon, if any, which interest shall in any event be returned to Buyer) shall be forfeited to Seller, without prejudice to any legal remedy for additional money damages that Seller may have, if any, against Buyer as a result of such breach; provided , however , that Seller’s legal remedies hereunder shall be limited exclusively to money damages; provided , further , that in no event shall Seller have the right to specific performance or any other equitable remedy against Buyer in connection with this Agreement or the transactions contemplated hereby.

(b) Costs and Prorations .

(i) To the extent applicable, all transfer, recording or similar Taxes and fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper Tax Returns and reports with respect thereto.

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(ii) All real and personal property Taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and Buyer as of the Closing, provided that if the Closing will occur before the Tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property Taxes will be made upon the basis of the Tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. Seller and Buyer at Closing shall execute and deliver a closing statement reflecting their reasonable estimate of the prorations of expenses described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Price, and any net proration due to Seller will increase the Purchase Price. To the extent adjustments cannot be determined as of Closing, the parties shall make such post-Closing adjustments (by the reduction or increase of the Purchase Price and payment of such amount by which the Purchase Price is increased in cash to Seller or amount by which the Purchase Price is reduced in cash to Buyer, as applicable) as are appropriate and to resolve open items as soon as practicable after such charges have been finally ascertained.

(c) Cure Amounts . Seller shall be solely responsible for all cure amounts payable under Bankruptcy Code Section 365 to the extent necessary for the Company to assume the Assumed Executory Leases and Executory Contracts ( “Cure Amounts” ). Seller at its sole option shall either pay all such Cure Amounts in cash no later than Closing, or shall direct Buyer in writing to pay such Cure Amounts out of the Purchase Price (with a corresponding reduction thereof) otherwise required by this Agreement to be paid to Seller, in which case Buyer shall pay such Cure Amounts at Closing.

(d) Determination of Surplus or Deficiency, Post-Closing Purchase Price Adjustment .

(i) On or before the seventh (7th) Business Day preceding the Closing Date, Seller shall prepare and deliver to Buyer an interim balance sheet (the “Estimated Closing Balance Sheet” ) of Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs (the “Test Month” ), together with a statement of Seller’s Net Current Assets (as defined in Section 2(d)(vi ) as of such date calculated in accordance with generally accepted accounting principles ( “GAAP” ) and the accounting practices of Seller applied on a consistent basis. The amount of Net Current Assets set forth in the Estimated Closing Balance Sheet shall be final and binding for purposes of determining the amount of any Surplus or Deficiency used in calculating the Purchase Price to be paid at Closing, unless Buyer delivers in good faith a written statement that Buyer objects to the calculation of Net Current Assets at least two (2) Business Days prior to the anticipated Closing Date (the “Objection Notice” ) together with Buyer’s determination of the Net Current Assets as of the Test Month. Seller shall make available to Buyer and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet. In the event of an Objection Notice, Seller and Buyer shall negotiate in good faith during the period preceding the Closing Date to resolve the dispute. If the dispute is not resolved by the specified Closing Date, (A) Buyer shall pay the Purchase Price at the Closing based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net

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Current Assets as determined by Buyer or Seller (whichever is lower), and (B) Buyer shall deposit into escrow pursuant to the Escrow Agreement, an amount (the “Adjustment Escrow Deposit” ) equal to the difference between (i) the Purchase Price calculated with reference to the higher Net Current Assets amount, and (ii) the amount of the Purchase Price paid by Buyer at the Closing in accordance with clause (A)  above. “Surplus” means the amount, if any, by which Net Current Assets as determined in accordance with this Section 2(d)(i) is a positive number and “Deficiency” means the amount, if any, by which Net Current Assets as determined in accordance with this Section 2(d)(i) is a negative number. “Business Day” means any day other than Saturday, Sunday and any day on which banking institutions in the State of Missouri are authorized by law to close.

(ii) As promptly as practicable after the Closing Date, but in no event later than sixty (60) days after the Closing Date (such date on which the Closing Balance Sheet is delivered, the “Closing Financial Statements Delivery Date” ), Buyer will prepare and deliver to Seller a balance sheet of Seller as of the close of business on the day immediately preceding the Closing Date (the “Closing Balance Sheet” ) and a calculation of Net Current Assets as of such date, each in accordance with GAAP and the accounting practices of Seller applied on a consistent basis. The Closing Balance Sheet and the calculation of the Net Current Assets shall be accompanied by a certificate of an officer of Buyer to the effect that the Closing Balance Sheet presents fairly, in accordance with GAAP and the accounting practices of Seller applied on a consistent basis, the financial condition of Seller as of the close of business on the day immediately preceding the Closing Date.

(iii) Seller and its financial advisors and/or accountants (the “Seller’s Advisors” ) will be entitled to reasonable access during normal business hours to the relevant records, personnel and working papers of Buyer to aid in their review of the Closing Balance Sheet and the calculation of Net Current Assets therefrom. The Closing Balance Sheet and the calculation of Net Current Assets therefrom shall be deemed to be accepted by Seller and shall be conclusive for the purposes of the adjustment described in Section 2(d)(iv) and (v) except to the extent, if any, that Seller or Seller’s Advisors shall have delivered, within thirty (30) days after the Closing Financial Statements Delivery Date, a written notice to Buyer setting forth objections thereto, specifying in reasonable detail any such objection (it being understood that any amounts not disputed as provided herein shall be paid promptly). If a change proposed by Seller is disputed by Buyer, then Buyer and Seller shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which Seller gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Seller hereby agree that a nationally recognized accounting firm reasonably and mutually acceptable to Buyer and Seller (the “Accounting Firm” ) shall resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to make a determination with respect to the issues that are disputed by the parties, based on presentations by Seller and Buyer, and by independent review of the Accounting Firm if deemed necessary in the sole discretion of the Accounting Firm, which determination shall be limited to only those issues still in dispute. The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 2(d)(iii) . The fees and expenses of the Accounting Firm, if any, shall be shared equally by Buyer and Seller. The date on which the Net Current Assets is finally determined pursuant to this Section 2(d)(iii) is referred to hereinafter as the “Determination Date.”

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(iv) If the amount of Net Current Assets used to calculate the Purchase Price paid at Closing pursuant to Section 2(d)(i)(A) above is greater than the amount of Net Current Assets as determined pursuant to Section 2(d)(iii) above, Seller shall pay to Buyer, as an adjustment to the Purchase Price, an amount equal to such difference, and the Adjustment Escrow Deposit shall be immediately returned to Buyer. Any payments required to be made by Seller pursuant to this Section 2(d)(iv) shall be made within ten (10) days of the Determination Date by wire transfer of immediately available funds to an account designated by Buyer.

(v) If the amount of Net Current Assets used to calculate the Purchase Price paid at Closing pursuant to Section 2(d)(i)(A ) above is less than the amount of Net Current Assets as determined pursuant to Section 2(d)(iii) above, Buyer shall pay to Seller, as an adjustment to the Purchase Price, an amount equal to such difference. Any payments required to be made by Buyer pursuant to this Section 2(d)(v) shall be made within ten (10) days of the Determination Date first, by payment to Seller out of the Adjustment Escrow Deposit made pursuant to Section 2(d)(i)(B) and then, to the extent of any additional payment required to be made by Buyer, by wire transfer of immediately available funds to an account designated by Seller. Any balance of the Adjustment Escrow Deposit after payment of amounts required to be paid to Seller under this subsection shall be immediately returned to Buyer.

(vi) For purposes of this Section 2(d) , “Net Current Assets” means an amount equal to:

(A) the sum of the respective book values of (1) Included Cash, (2) Inventory, (3) Prepaid Expenses, (4) Security Deposits, (5) Receivables (less any reserve for collectibility established in accordance with Seller’s past practice), and (6) the New Slots Reimbursement (as defined below), less

(B) the sum of the respective book values of (1) Accounts Payable and (2) Accrued Expenses and Deferred Obligations, as defined in Section 3(a)(iii) ;

in each case as the book values of such assets and liabilities are determined in accordance with GAAP, except that the New Slots Reimbursement shall be calculated as set forth in this subsection (vi). The term “New Slots Reimbursement” means an amount that is equal to the sum of the Depreciated Values, as of Closing, of all new slot machines installed on the Riverboat Casino between the date this Agreement is executed and the Closing Date with the prior written consent of Buyer, which shall not be unreasonably withheld. The term “Depreciated Value” means, with respect to each such new slot machine, an amount determined by multiplying:

(i) Company’s direct acquisition cost (including freight and out-of-pocket costs for third party installation, to the extent third party installation is consistent with Company’s past practice) of such new slot machine, times

(ii) a percentage, not less than fifty percent (50%), equal to (a)  ninety percent (90%)  less (b)  the product often percent (10%)  times the number of

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months during which such slot machine has been in service as of Closing (disregarding fractional months).

In no event, however, shall the amount of the New Slots Reimbursement exceed Two Million Dollars ($2,000,000). Prior to committing to the purchase or lease of new slot machines, the Company shall notify Buyer of the number and models of machines, the name of the vendor/lessor, and the estimated cost of third party installation, if any. Buyer shall have ten (10) days within which to notify Company of its approval, or of any objection to such purchase, which objection must specify the basis for the objection. If Buyer fails to deliver timely written notice of objection, Buyer shall be deemed to have approved Company’s proposed purchase or lease.

(e) Purchase Price of Additional Real Estate . If the Company acquires the Additional Real Estate prior to Closing, then Buyer shall pay to Seller additional Purchase Price in an amount equal to the lesser of (I) Five Million Dollars or (II) sum of the Company’s and/or Seller’s reasonable out-of-pocket costs to acquire the same (including but not limited to closing costs, commissions and other expenses allocated to Company or Seller, and excluding any attorneys fees of Company and/or Seller associated with the acquisition or with participation in condemnation proceedings, if applicable); provided, however, that in no event shall the Buyer or the Company post-Closing, be responsible for any interest expense incurred by Seller and/or Company with respect to indebtedness incurred for the acquisition of such Additional Real Estate.

(f) Delay In Obtaining Confirmation Order . Seller believes that, within 120 days after the Sale Order becomes a Final Order (as defined in Section 4(a) below), Seller will be able to obtain the Confirmation Order. The terms “Sale Order” and “Confirmation Order” are defined in Sections 9(b) and 9(c), respectively. If, at the end of such 120 day period:

(i) the conditions in Sections 4(a) or 4(b) have not been fulfilled, and

(ii) the conditions in Sections 5(b), 5(d), 5(e), 5(f) and 5(g) have been fulfilled or duly waived by Seller, and

(iii) the conditions contained in Sections 4(i), 4(j), 4(m)(i) and 4(o) have been fulfilled or duly waived by Buyer,

then the Base Purchase Price shall be subject to reduction on a daily basis as set forth in this Section 2(f). If the conditions referenced in the above clauses (ii) and (iii) (the “Outstanding Conditions” ) have not been fulfilled or duly waived by the end of such 120 day period, but thereafter are fulfilled or waived prior to the Seller obtaining the Confirmation Order, then the Base Purchase Price shall be subject to reduction on a daily basis effective on the date that the last of the Outstanding Conditions has been fulfilled or duly waived. The reduction in the Base Purchase Price shall be an amount equal to the product of Five Hundred Thousand Dollars ($500,000) times the number of whole months elapsed from the first day after such 120 day period (or after fulfillment or waiver of all Outstanding Conditions, if applicable), to the Closing Date, with any partial month to be

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pro-rated based on the actual number of days elapsed. Notwithstanding the foregoing, no reduction shall be made to the Base Purchase Price under this Section 2(f) if the Confirmation Order is obtained on or before September 30, 2006, or on or before the 120th day after the Sale Order becomes a Final Order, whichever is later.

3. COMPANY LIABILITIES .

(a) Buyer acknowledges that on and following the Closing, the Riverboat Casino Assets will be subject to the following Liabilities (the “Company Liabilities” ), which obligations shall remain the obligations of the Company:

(i) subject to Seller’s obligations under Section 2(c) , all of the Company’s respective obligations under the Assumed Executory Leases and Executory Contracts (but not including obligations arising out of a Default thereunder prior to the Closing), to the extent such obligations accrue from and after the Closing Date (the term “Default” , as used herein, meaning (A) a breach, default or violation, (B) the occurrence of an event that with or without the passage of time or the giving of notice, or both, would constitute a breach, default or violation or cause an Encumbrance to arise, or (C) with respect to any Contract (as defined in Section 6(h) ), the occurrence of an event that with or without the passage of time or the giving of notice, or both, would give rise to a right of termination, renegotiation or acceleration or a right to receive damages or a payment of penalties);

(ii) all of the Company’s respective obligations with respect to accounts payable arising on or after June 20, 2002, the Case petition date, and existing on the Closing Date, excluding the Administrative Claims (as defined in Section 9(c)(viii) ) for professional fees (the “Accounts Payable” ); and

(iii) (A) the accrued Liability of the Company as of Closing to pay the ultimate winnings owed to individuals playing the Company’s progressive slot machines and games primary progressive reserve, games reserve for top awards, slots reserve for top awards (it being agreed that the progressive slot Liability shall be determined by a meter reading by Buyer and Seller at Closing); (B) poker progressive reserve of the Company; (C) gift shop certificate Liability of the Company; (D) the Company’s lost and found money; (E) the Company’s customer safekeeping deposits; (F) players club accrual (or other outstanding complementaries) of the Company; (G) outstanding chips/tokens of the Company; (H) the Company’s accruals for unpaid wages, salary, holiday, vacation, personal day, sick day, severance and other employee benefits, all as determined in accordance with good and customary gaming practice; (I) all obligations of the Company for cash compensation for the period since February 28, 2006 under a Management Incentive Program in the amount identified on Schedule 6(f) hereto (provided that amounts contingent on future performance of the Company shall be estimated based on Company’s year to date performance, and prorated on a per diem basis between Seller and Buyer as of Closing), and (J) all obligations of the Company with respect to other accrued expenses existing on the Closing Date (collectively, “Accrued Expenses and Deferred Obligations” );

(b) Following the Closing, neither Buyer nor the Company will assume or otherwise have any responsibility with respect to any other Liability of Seller or the

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Company not expressly included within the definition of Company Liabilities, including the Excluded Liabilities (as defined in Section 9(c)(viii)) and Buyer acknowledges that it shall have no monetary recourse against Seller with respect to any such other Liability.

4. BUYER’S CONDITIONS . Buyer’s obligation to purchase the Closing Shares is expressly conditioned (unless waived by Buyer in writing) upon satisfaction of each of the following conditions:

(a) The entry by the Bankruptcy Court of the Procedures Order, the Sale Order and the Confirmation Order, as respectively defined in Section 9 below, each of which shall have become a Final Order. The Sale Order shall, among other things, authorize the sale of the Closing Shares to Buyer free and clear of all Encumbrances, and contain all of the provisions described in Section 9(c) hereof. “Final Order” means an order or judgment of the Bankruptcy Court, or the Commission for purposes of Section 4( i ) , which has not been reversed, stayed, modified or amended, that is in full force and effect, and as to which (I) the time to appeal or application for review by a higher court has expired without any appeal or application for review having been filed, or (II) any appeal or application for review by a higher court that has been or may be taken has resulted in entry of an order affirming the decision of the Bankruptcy Court or the Commission for purposes of Section 4(i) , with all additional review periods from that affirmance having expired without any appeal or other application for review thereof having been filed;

(b) The entry of such further orders as required to implement this Agreement, including a Final Order under Section 365 or 1123(b)(2) of the Bankruptcy Code authorizing assumption by Seller and/or the Company of Assumed Executory Leases and Executory Contracts, with specific findings that upon payment by Seller and/or the Company of the Cure Amounts, all Defaults required to be cured in order for the Company to assume the Assumed Executory Leases and Executory Contracts have been cured and that the Company has provided adequate assurance of future performance necessary to satisfy the requirements of Section 365 of the Bankruptcy Code;

(c) Receipt by Buyer on the Closing Date on board the Riverboat Casino of the Riverboat Casino’s drawings and specifications and other technical information in Seller’s or the Company’s possession;

(d) The maintenance and delivery to Buyer of the original Certificates of Documentation of the Admiral and Admiral Barge One, as applicable, issued by the United States Coast Guard, National Riverboat Casino Documentation Center;

(e) The receipt on the Closing Date by Buyer of the original stock certificates evidencing the Closing Shares, free and clear of any Encumbrances, but subject to applicable state and federal securities laws, together with stock power or powers executed by Seller, conveying to Buyer all of Seller’s right, title and interest in and to the Closing Shares;

(f) Seller’s representations and warranties set forth in Section 6 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this

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Agreement), which shall be certified by an officer of Seller as of Closing, provided that for purposes of determining whether such representations and warranties are true and correct in all material respects, all “materiality” and/or “knowledge” qualifications contained in such representations and warranties set forth in Section 6 shall be disregarded;

(g) Seller’s representations and warranties set forth in Section 6(p) below shall be true and correct in all respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Seller as of Closing;

(h) Seller and the Company shall each have performed and complied in all material respects with all obligations and covenants required to be performed and observed by them under this Agreement prior to or as of the Closing, which shall be certified by an officer of Seller as of Closing;

(i) The Missouri Gaming Commission, or such other commission or governmental authority having appropriate jurisdiction (the “Commission” ) shall have issued all licenses, permits, approvals, consents, authorizations and orders (which shall be Final Orders) as are required in order for Buyer to acquire the Closing Shares and for the Company to lawfully operate the Riverboat Casino following the Closing under the laws and regulations of the State of Missouri, including the gaming license and liquor license described in Schedule 6(i) , (the “MGC Approval” ), and the Company shall have indefeasibly paid in full or settled all outstanding amounts owed to the Commission as set forth on Schedule 6(l) hereof;

(j) All other necessary filings shall have been completed, waiting periods observed and governmental approvals obtained as determined to the reasonable satisfaction of Buyer, including Hart Scott-Rodino Anti-Trust Improvement Act of 1976 (the “HSR Act” ), if applicable;

(k) There shall not have occurred any material adverse change in the business, operations, prospects or condition (financial or otherwise) of the Company and the Riverboat Casino Assets, taken as a whole, other than any change, event, occurrence, effect or state of facts relating to (I) any new casino development or similar project in the St. Louis metropolitan area, or (II) any condemnation proceeding involving, or other loss of use of, the Cherrick Lot (a “Material Adverse Change” );

(l) The Sale Order shall contain a finding that notice of the Sale Motion was proper and the Confirmation Order shall contain a finding that notice of the Confirmation Order was proper;

(m) Buyer shall have:

(i) performed at Buyer’s expense, a Phase I environmental assessment of the Riverboat Casino and all real property owned by the Company or otherwise used in the operation of the Riverboat Casino Assets (the “Environmental Assessment” ), and the Environmental Assessment shall not have disclosed any fact, condition or circumstance which, in Buyer’s reasonable judgment (and without any requirement to conduct any additional environmental testing or analysis), could reasonably

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be expected to lead to remedial investigation or remediation costs or other Liabilities in the aggregate amount of $100,000 or more (a “Material Environmental Liability” ); provide however , that this condition 4(m)(i) shall lapse and shall be deemed to have been satisfied in all respects on the date that is thirty (30) days after the date of this Agreement, or if sooner, the day immediately preceding the hearing on the Procedures Order referred to in Section 9(a) below (the “Environmental Due Diligence Period” ); provide , further , that during the Environmental Due Diligence Period, Buyer and Seller shall discuss possible solutions to any Material Environmental Liability which may arise, including environmental insurance, a reduction of the Purchase Price or other solution, any of which would require the mutual written agreement of Buyer and Seller (in the sole and absolute discretion of each); and

(ii) received from Seller a written report of the 2006 physical survey of the Riverboat Casino to be conducted by ABS Consulting (the “ABS Report” ), which report shall state that the annual survey of the Riverboat Casino required by the Missouri Gaming Commission for 2006 has been completed, that the structure, watertight integrity and stability thereof are in compliance with the Company’s original stability letter dated November 10, 1994, and that the Riverboat Casino’s major components are fit to continue their intended purpose as a permanently moored casino platform and casino entry platform, respectively, in the State of Missouri;

(n) Seller shall have delivered a certificate of its secretary dated the Closing Date and certifying (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation and by-laws of Seller and the Company as in effect on the date of such certification and (II) as to the incumbency and specimen signature of each officer of Seller and the Company executing this Agreement or any other document delivered in connection herewith (such certificate to contain a certification by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this clause (n)) ;

(o) Buyer shall have received, at Seller’s expense, the commitment of a title insurance company reasonably acceptable to Buyer ( “Title Company” ) as of the Closing Date to issue, with respect to the City Lease and (if owned) the Cherrick Lot:

(i) an ALTA extended coverage leasehold title insurance policy in the amount of $30,000,000 insuring leasehold title to the City Lease in the Company and, if applicable, an ALTA extended coverage title insurance policy in the amount of $5,000,000 (or such lesser amount representing the cost to acquire tile to the Cherrick Lot) insuring fee title to the Cherrick Lot in the Company, and (A) including an endorsement insuring Buyer against loss or damage sustained by reason of the Title Company denying liability under the new title policy by reason of knowledge imputed to the Company or Seller through its officers and directors and other fiduciaries of company (the “Non-Imputation Coverage” ), (B) dated as of the Closing Date, and (C) subject only to Permitted Exceptions (as defined below), or

(ii) an endorsement to any existing owner’s coverage title insurance policies insuring the Company and delivered to buyer which shall include (A) if available, Non-Imputation Coverage, (B) updating the date of the existing title policy to the Closing Date, and (C) insuring over any matter which is not a Permitted Exception.

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For the purposes of this Agreement, “Permitted Exceptions” means (1) liens for real property Taxes and assessments for the current year, not yet delinquent, (2) liens or encumbrances arising out of any activity of Buyer with respect to the City Lease, (3) except as described on Schedule 4(o) , those matters listed on Schedule B of the title report or the existing title policy, as applicable, a copy of which has been provided to Buyer prior to the date hereof, and (4) those matters listed on Schedule B of any new title report or title policy, as applicable, which are approved by Buyer at least ten (10) days prior to Closing.

(p) Seller shall have delivered to Buyer with respect to the City Lease, a Lease and Sublease Estoppel Certificate and Consent Agreement, in substantially the form attached hereto as Exhibit B (with such changes thereto as Buyer shall approve, such approval not to be unreasonably withheld or delayed), duly executed by each of the parties thereto;

(q) Seller shall have delivered to Buyer with respect to the Parking Leases, an estoppel certificate, in substantially the form attached hereto as Exhibit C (with such changes thereto as Buyer shall approve, such approval not to be unreasonably withheld or delayed), executed by each counterparty other than the Company under any written Real Property Lease;

(r) The Main Office and the other Excluded Assets shall have been effectively assigned and transferred, in such form and with such timing as Buyer shall reasonably approve (including Buyer’s satisfaction that the resulting Taxes either will not be the responsibility of Company post-Closing or will be fully accrued as a current liability in the calculation of Net Current Assets), without representation or warranty of the Company of any kind, to an entity other than the Company and the Company shall no longer have any interest or Liability therein;

(s) A trademark assignment, in form and substance reasonably satisfactory to Buyer and in a form recordable with the United States Patent and Trademark Office, pursuant to which Seller shall have effectively assigned and transferred to the Company each of the trademarks listed on Schedule 6(g) , each of which shall be deemed to be included in the Riverboat Casino Assets;

(t) Receipt by Buyer on or prior to the Closing Date of the duly executed resignations by the officers and directors from all of their respective positions with the Company and such other evidence as Buyer may request of termination of employment of such officers and directors by the Company, in each case, concurrently with the Closing; and

(u) The Company shall have a current license from the Commission to operate the Riverboat Casino which does not contain any newly imposed conditions, restrictions or limitations that are not reasonably acceptable to Buyer and that are not remedied by Seller prior to Closing.

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5. SELLER’S CONDITIONS . Seller’s obligation to sell the Closing Shares to Buyer is expressly conditioned (unless waived by Seller in writing) upon satisfaction of each of the following conditions:

(a) The (I) payment of the Purchase Price (less the Deposit (with interest accrued thereon, if any)) by wire transfer from Buyer and (II) the receipt of the Deposit (with interest accrued thereon, if any) from the Escrow Agent;

(b) The receipt of copies (certified by the secretary of Buyer) of the resolutions of Buyer’s board or other documentation authorizing the execution, delivery and performance of this Agreement and the transactions and documents contemplated herein;

(c) The entry by the Bankruptcy Court of the Procedures Order, the Sale Order and the Confirmation Order;

(d) Buyer’s representations and warranties in Section 7 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Buyer as of Closing, provided that for purposes of determining whether such representations and warranties are true and correct in all material respects, all “materiality” and “in all material respects” qualifications contained in such representations and warranties set forth in Section 7 shall be disregarded;

(e) Buyer shall have performed and complied in all material respects with all obligations and covenants required to be performed and observed by Buyer under this Agreement prior to or as of the Closing, which shall be certified by an officer of Buyer as of closing;

(f) The MGC Approval shall have been obtained; and

(g) All necessary filings shall have been completed, waiting periods observed and governmental approvals obtained for the sale of the Closing Shares as determined to the reasonable satisfaction of Seller, including the HSR Act.

6. SELLER’S REPRESENTATIONS . Seller hereby represents and warrants to Buyer that the following statements contained in this Section 6 are correct and complete as of the date of this Agreement:

(a) Seller has and on the Closing Date will have (in each case, subject to liens and claims to be discharged upon the issuance of the Sale Order) good and lawful title to and possession of the Closing Shares, free and clear of all Encumbrances. The Company has and on the Closing Date will have (in each case, subject to liens and claims to be discharged upon the issuance of the Confirmation Order) good and lawful title to and possession of the Riverboat Casino Assets, free and clear of all claims and interests of creditors of the Company (to the maximum extent permitted under Section 1141(C) of the Bankruptcy Code), other than the Company Liabilities.

(b) Provided the Sale Order and the Confirmation Order are issued by the Bankruptcy Court and subject to the other terms and conditions of this Agreement, the Riverboat Casino and the other Riverboat Casino Assets shall be owned by the Company following the Closing Date free and clear of all claims and interests of creditors of the Company other than the Company Liabilities. Provided the Sale Order and the Confirmation Order are issued by the Bankruptcy Court, the Closing Shares shall be owned

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by Buyer following the Closing Date free and clear of all Encumbrances. All of the tangible personal property of the Company that is necessary for the operation of the Riverboat Casino in the same manner as presently operated by the Company is physically located at the Riverboat Casino or at the properties covered by the Assumed Executory Leases and Executory Contracts. Except as set forth in Schedule 6(b) , all tangible personal property included in the Riverboat Casino Assets are suitable for the purposes for which they are used, in good working condition, reasonable wear and tear excepted, and are free from any known defects. The Hull Certification attached to Schedule 6(b) hereto is true and correct and is in full force and effect.

(c) Seller and the Company are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction in which they were incorporated and are qualified to do business as foreign corporations in each jurisdiction where they are required to be qualified to avoid Liability or disadvantage. Seller and Company have all requisite corporate power and authority necessary to execute and deliver this Agreement, sell the Closing Shares (in the case of Seller) and otherwise perform their respective obligations under this Agreement and any documents related hereto, subject only to the issuance of the Sale Order by the Bankruptcy Court. Subject to the issuance of the Sale Order and the Confirmation Order, this Agreement and any related document executed and delivered by Seller and/or the Company (as applicable) has been, or will be, duly executed and delivered by Seller and/or the Company (as applicable) and constitutes, or, when executed will constitute, a valid and binding obligation of Seller and/or Company, enforceable against Seller and/or Company in accordance with its terms, subject only to the issuance of the Sale Order by the Bankruptcy Court.

(d) Attached to this Agreement as Schedule 6(d) are the audited balance sheets of the Company as of February 28, 2002 and 2003, February 29, 2004 and February 28, 2005, the related unaudited statements of operations and cash flows for the years then ended (the “Annual Financial Statements” ), and the unaudited balance sheet of the Company as of January 31, 2006 (the “Balance Sheet” ) and the related statement of operations for the eight months then ended (the “Interim Financial Statements” , and together with the Annual Financial Statements, the “Financial Statements” ). The date of the Balance Sheet is referred to herein as the “Balance Sheet Date . ” The Financial Statements are, and the Post-Signing Financial Statements (as defined in Section 8(v)) will be true, correct and complete and fairly present in all material respects the financial position of the Company as of the dates shown and the results of the Company’s operations for the periods covered thereby. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis, except that the Financial Statements lack full footnote disclosures and the Interim Financial Statements are subject to year end adjustment consistent with prior periods.

(e) Schedule 6(e) attached to this Agreement sets forth a list of all real property used by the Company in connection with its ownership and operation of the Riverboat Casino. Except for the Cherrick Lot and the Real Property Leases identified on Schedule 6(e) , for easement rights which are shown on the title policy as appurtenant to the City Lease and for public rights of way, the lawful operation or occupancy of the Riverboat Casino does not require use of any other real property, for parking, access, support or any other purpose, and no other real property is now being used in conjunction with the

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operation or occupancy of the Riverboat Casino. Except for the Cherrick Lot and the Real Property Leases identified on Schedule 6(e) , the Company does not own, lease, license, hold or use any other land, buildings or other interest, including any option, in real property. A true and complete copy of each written Real Property Lease identified on Schedule 6(e) has been delivered to Buyer, including all amendments or modifications thereto and any other agreements related thereto such as options, rights of first offer or rights of first refusal to purchase the leased premises or any portion thereof. Each oral Real Property Lease has been described in reasonable detail on Schedule 6(e) . Each of the Real Property Leases, and the leases described in Schedule 6(e) , is in full force and effect and no claim of Default by either tenant or landlord thereunder has been made. The description of the leased premises in each Real Property Lease describes the real property being used thereunder fully and adequately. The Company has not received written notice of any condemnation proceedings by any public authority relating to any of the real property leased by the Company, except for any condemnation proceeding involving the parking lot known as Cherrick Lot (a “Cherrick Proceeding” ), and, to Seller’s Knowledge, none are pending. The Riverboat Casino has adequate water supply, sanitary facilities, telephone, gas, electricity and fire protection services and other public utilities sufficient to operate the Riverboat Casino as it is presently operated. Except as set forth on Schedule 6(e) , the Company has the exclusive right to occupy the real property leased pursuant to the Real Property Leases identified on Schedule 6(e) and the Company has not granted any leases, subleases, licenses, concessions, options, or other agreements, written or oral, to any third party granting the right to use or occupy said real property.

(f) Except as described on Schedule 6(f) , and except with respect to the Excluded Assets, the business of the Riverboat Casino has been conducted in the ordinary course since the Balance Sheet Date, all accounts payable have been paid in the ordinary course since the Balance Sheet Date, and there has not been with respect to the Company any of the items specified below since the Balance Sheet Date:

(i) any increase in the compensation payable or to become payable to any director, officer, employee or agent of the Company, except for increases for non-officer employees made in the ordinary course of business or as otherwise consented to in writing by Buyer, nor any other change in any employment or consulting arrangement, nor any incentive payments earned by any director, officer, employee or agent of the Company;

(ii) any sale, assignment or transfer of any Riverboat Casino Assets, or any additions to or transactions involving any Riverboat Casino Assets, other than those made in the ordinary course of business or as otherwise consented to in writing by Buyer;

(iii) other than in the ordinary course of business or pursuant to the Company Plan of Reorganization, any waiver or release of any claim or right or cancellation of any debt held (other than Excluded Liabilities);

(iv) any damage, destruction or loss, whether or not covered by insurance, (A) materially and adversely affecting the Riverboat Casino Assets or the operations, assets, properties or prospects of the Riverboat Casino Assets or (B) of any item

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or items carried on its books of account individually or in the aggregate at more than $100,000, or any material repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to operate the Riverboat Casino Assets; and

(v) receipt of notice or actual or threatened labor trouble, strike or other occurrence, event or condition of any similar character which has had or would reasonably be expected to materially and adversely affect the Riverboat Casino Assets or the transactions contemplated by this Agreement or any other document delivered in connection herewith.

(g) Schedule 6(g) attached to this Agreement contains a complete and accurate list and summary description of all registered Intellectual Property owned by the Company or its affiliates. All copyrights, trademarks and service marks that have been registered are currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or Taxes or Actions falling due within ninety (90) days after the Closing Date. No such copyright, trademark or service mark has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To Seller’s Knowledge, none of the registered intellectual property of the Company infringes, or has been alleged to infringe, any copyright, trademark, service mark or other proprietary right of any other Person.

(h) Schedule 6(h) sets forth a list or description of all written or oral contracts, agreements, leases, instruments, or other documents or commitments, arrangements, undertakings, practices or authorizations material to the business of the Company, and that is binding upon the Company or its property under any Applicable Law ( “Contracts” ), including Contracts of the type described below:

(i) employment agreements; collective bargaining agreements, multiemployer plan adoption agreements and other agreements affecting any union employee of the Company; and deferred compensation agreements, relocation agreements and other agreements affecting any nonunion employee of the Company;

(ii) leases of any tangible personal property, including gaming equipment, food service machinery and equipment, and office, printing or computer equipment;

(iii) license agreements (other than the Gaming Licenses), whether as licensor or licensee (excluding licenses from third parties implied by the sale of a product and paid up licenses for commonly available shrink wrap software applications);

(iv) joint venture agreements, affiliation and endorsement agreements, advertising agreements with minimum purchase provisions or other undertakings which have not yet been satisfied by the Company, and public relations Contracts;

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(v) Contracts by which any material product or service offered by the Company or any material operating function of the Company (including gaming, food service, personnel and security) have been outsourced to a third party;

(vi) any guarantee or other pledging of the Company’s credit or financial resources for the obligations of officers, directors, employees or affiliates of the Company or any other Person (except endorsements in the ordinary course of business);

(vii) any Contract that has been entered into outside of the ordinary course of the Company’s business;

(viii) any other Contract which is material to the Company or to the operation of the Riverboat Casino; and

(ix) any Contract to pay brokerage commissions or parking operation or facilities fees with respect to the Real Property Leases.

Seller has delivered or made available to Buyer true and complete copies of each Contract or has provided a summary of the material terms thereof, all of which are in force and effect and may be assumed by the Company subject to this Agreement or Buyer’s consent, as applicable, provided the Sale Order and Confirmation Order is obtained. Except as provided in Schedule 6(h) , there are no other material agreements material to the business of the Company, that are binding upon the Company or its property under any Applicable Law.

(i) Schedule 6(i) attached to this Agreement sets forth a list of all Gaming Licenses of the Company. Other than Gaming Licenses listed on Schedule 6(i) , no other Gaming License or other governmental permit, license, registration, certificate of occupancy, approval and other governmental authorization is required for the complete operation of the Riverboat Casino Assets as currently operated. All Gaming Licenses listed on Schedule 6(i) are in full force and effect, and neither the Company nor Seller (as applicable) is in Default thereunder. Complete and correct copies of all of the Gaming Licenses have heretofore been delivered or made available to Buyer by Seller.

(j) Except as set forth in Schedule 6(j) and other than the Case, there is not pending or, to Seller’s Knowledge, threatened any suit, Action, arbitration or legal, administrative or other proceeding by or against or affecting Seller, the Company or any of the Riverboat Casino Assets, other than any Cherrick Proceeding and, to Seller’s Knowledge, no basis exists therefor, and there are no suits, Actions or proceedings pending in which the Company is the plaintiff or claimant with respect to the Riverboat Casino Assets. Except as set forth in Schedule 6(j) or as contemplated by this Agreement, the Procedures Order, the Confirmation Order and the Company Plan of Reorganization, neither Seller, the Company nor any of the Riverboat Casino Assets is subject to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality or any award in any arbitration proceeding ( “Court Orders” ). Neither Seller nor the Company is in Default with respect to any Court Orders. There is no Action, suit or proceeding pending or, to Seller’s Knowledge, threatened which questions the legality or propriety of the transactions contemplated hereby.

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(k) Schedule 6(k) lists the names, addresses, dates of hire, positions and current annual compensation rates of all of the Company’s employees and officers as of the date indicated therein. The Company has paid in full to all employees and officers, as and when such amounts have become due, or made appropriate accruals therefor on its books of account, all salary, wages, commissions, bonuses and other direct compensation for all services performed by them. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes required to be withheld or collected therefrom, and the Company has paid the same when due to the proper authorities. Except as disclosed in Schedule 6(k) , there are no controversies, grievances or claims pending with the Company by any of the Company’s employees, former employees or beneficiaries of employees of the Company with respect to their employment or benefits incident thereto, including sexual harassment and discrimination claims and claims arising under workers’ compensation laws which have not been resolved and, to Seller’s Knowledge, no basis exists therefor. Except as listed in Schedule 6(k) , there is no union representation of the Company’s employees, and, to Seller’s Knowledge, there has been no attempt by a labor organization to organize the Company’s employees into a collective bargaining unit.

(l) Except as described in Schedule 6(l) , there has been no material Default by the Company under any statute, law, ordinance, regulation, order or rule of any federal, state, local or foreign government or any court or tribunal of competent jurisdiction, administrative agency, department, commission, instrumentality, body or other governmental authority or instrumentality, domestic or foreign (each, a “Governmental Authority” ) that have not previously been cured or for which all consequences of noncompliance (including without limitation full payment of fines, penalties and other amounts) have already occurred, and neither Seller nor the Company has received any notices from any Governmental Authority regarding any alleged material Defaults that are currently applicable to Seller, the Company or any Riverboat Casino Assets under any Applicable Laws.

(m) Except as set forth in Schedule 6(m) , the Company is not a party to, nor has the Company established, any pension, profit-sharing, cafeteria, medical reimbursement, 401(k), retirement, deferred compensation, stock option, incentive, vacation, hospitalization, medical, disability or life insurance, severance, termination, bonus or other employee benefit plan, contract, arrangement or understanding of the Company or any Person required to be aggregated with, or treated as the same employer as the Company under the Employee Retirement Income Security Act of 1974, as amended ( “ERISA” ), or the Internal Revenue Code of 1986, as amended ( “Code” ) (collectively hereinafter referred to as an “ERISA Affiliate” ), whether or not covered by ERISA or qualified within the meaning of Section 401(A) of the Code, and whether single-employer or multi- employer, which is presently in force or which has been terminated within the six (6) calendar year period prior to this year. The employee benefit and welfare plans set forth in Schedule 6(m) do not qualify for the special provisions for multi-employer plans set forth in 29 U.S.C. Section 1384 and this Agreement does not invoke a complete or partial withdrawal as contemplated by 29 U.S.C. Section 1384, or the attenuating penalties and liabilities to Buyer as set forth therein.

(n) Except as described in Schedule 6(n) , neither the execution and delivery by Seller and/or Company of this Agreement, nor the performance of the

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transactions performed or to be performed by Seller and/or the Company hereunder, (I) require any filing, consent, notice, registration, renegotiation or approval of any third party (including any Governmental Authority) or any customer, supplier, landlord, licensor or union or (II) violate in any material respect or constitute a Default in any material respect, or cause any payment obligation or Encumbrance to arise under (A) any laws of any Governmental Authority, including all federal, state and local statutes, regulations, ordinances, orders, decrees or any other laws, common law theories or reported decisions of any court thereof ( “Applicable Law” ) or Court Order to which Seller or the Company is subject (other than any approvals or orders of the Bankruptcy Court or any consent required under the HSR Act), (B) the certificate or articles of incorporation or bylaws of Seller or the Company, or (C) any Contract, Gaming License or other document to which Seller or the Company is a party or by which the Riverboat Casino Assets may be bound.

(o) The Company has authorized 1,000 shares of Company Common Stock of which 1,000 shares are issued and outstanding (the “Closing Shares” ), all of which are owned of record by Seller. Other than the Closing Shares, there are no other equity securities, options, warrants, convertible securities, Contracts or rights of any kind to purchase or otherwise acquire any equity securities of the Company. No shares of the capital stock of the Company are held as treasury stock. All of the Closing Shares have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of the terms of any Contract binding upon the Company or any holder thereof, and were issued in compliance with the certificate or articles of incorporation and bylaws of the Company and all applicable federal, state and foreign securities laws, rules and regulations. There are no Contracts to which Seller or the Company is a party among any Persons which (i) affect or relate to the voting or giving of written consents with respect to any security, or (ii) restrict the transfer of the Closing Shares.

(p) Taxes .

(i) The Company has filed (or there has been filed on its behalf) all Tax Returns that were required to be filed with respect to the Company (including Tax Returns of any consolidated, affiliated, combined, unitary or similar group of which the Company is or was a member to the extent the Company would be liable for any Taxes imposed on the Company or any other such member under Treasury Regulation §1.1502-6 or corresponding provisions of state, local or foreign law or as a transferee or successor, by co