Exhibit 4.7




                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT


                           Dated as of March 14, 2000
                                  by and among

                    Windsor Woodmont Black Hawk Resort Corp.

                                       and

           Each of the Purchasers Named on the Signature Pages Hereto




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          This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 14, 2000, by and among Windsor Woodmont Black Hawk
Resort Corp., a Colorado corporation (the "Company"), and each of the Purchasers
named on the signature pages hereto (each a "Purchaser" and, collectively, the
"Purchasers"), each of whom has agreed to purchase the Company's 13% First
Mortgage Notes due 2005 (the "Series A Notes") pursuant to the Purchase
Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated as of
March 14, 2000 (the "Purchase Agreement"), by and among the Company and the
Purchasers. In order to induce the Purchasers to purchase the Series A Notes,
the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Purchasers set forth in Section 9 of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Indenture, dated as of the date hereof (the
"Indenture"), by and between the Company and SunTrust Bank, as trustee (the
"Trustee"), relating to the Series A Notes and the Series B Notes (as defined
below).

          The parties hereby agree as follows:

SECTION 1. DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Act: The Securities Act of 1933, as amended.

          Affiliate: As defined in Rule 144 of the Act.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Certificated Securities: Definitive Notes, as defined in the
Indenture.

          Closing Date: The date hereof.

          Commission: The Securities and Exchange Commission.

          Consummate: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

          Consummation Deadline: As defined in Section 3(b) hereof.



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          Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Offer: The exchange and issuance by the Company of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

          Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act, to certain "institutional
accredited investors," as such term is defined in Rule 501(a)(1), (2), (3) and
(7) of Regulation D under the Act and pursuant to Regulation S under the Act.

          Filing Deadline: As defined in Sections 3(a) and 4(a) hereof

          Holders: As defined in Section 2 hereof.

          Notes: Collectively, the Series A Notes and the Series B Notes.

          Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

          Recommencement Date: As defined in Section 6(e) hereof.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case (i) that is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

          Regulation S: Regulation S promulgated under the Act.

          Rule 144: Rule 144 promulgated under the Act.

          Series B Notes: The Company's 13% Series B First Mortgage Notes due
2005 to be issued under the Indenture pursuant to this Agreement (i) in the
Exchange Offer or (ii) as contemplated by Section 4 hereof.



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          Shelf Registration Statement: As defined in Section 4 hereof.

          Suspension Notice: As defined in Section 6(e) hereof.

          TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

          Transfer Restricted Securities: (i) Each Series A Note until the
earliest to occur of (a) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (b) the date on which such Series A Note has been
effectively registered under the Act in accordance with a Shelf Registration
Statement, or (c) the date on which such Series A Note is distributed to the
public pursuant to Rule 144 under the Act and (ii) each Series B Note acquired
by a Broker-Dealer in exchange for a Series A Note acquired for its own account
as a result of market making activities or other trading activities until the
date on which such Series B Note is disposed of by such Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

          A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or interpretations thereof by the staff of the Commission (after the
procedures set forth in Section 6(a)(i) below have been complied with), the
Company shall (i) cause the Exchange Offer Registration Statement to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 120 days after the Closing Date (such 120th day being the
"Filing Deadline"), (ii) use its reasonable best efforts to cause such Exchange
Offer Registration Statement to become effective at the earliest possible time,
but in no event later than 210 days after the Closing Date (such 210th day being
the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file
all pre-effective amendments to such Exchange Offer Registration Statement as
may be necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Series B Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer; provided, however, that
the Company shall not be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation in any jurisdiction
where it is not now so subject; and (iv) upon the effectiveness of such Exchange
Offer Registration Statement, commence and Consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting (i) registration of
the Series B Notes to be offered in exchange for the Series A Notes that are
Transfer Restricted Securities and (ii) resales of Series B Notes by




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Broker-Dealers that tendered into the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.

          (b) The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 business days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use its reasonable best efforts to cause the Exchange Offer to
be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter, or such longer period of time as may be required by
the federal securities laws, (such 30th business day, or such later date, if
required by the federal securities laws, being the "Consummation Deadline").

          (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission.

          (d) Because such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the prospectus contained in the Exchange
Offer Registration Statement is available for sales of Series B Notes by
Broker-Dealers, the Company agrees to use its reasonable best efforts to keep
the Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Section 6(a)
and (c) hereof and in conformity with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of one year from the date on which the Exchange Offer
is Consummated or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold
pursuant thereto or cease to be outstanding. The Company shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one business
day after such request, at any time during such period.


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SECTION 4. SHELF REGISTRATION

          (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable federal law or interpretations thereof by the staff of the Commission
(after the Company has complied with the procedures set forth in Section 6(a)(i)
below) or (ii) if any Holder of Transfer Restricted Securities shall notify the
Company within 20 days following the Consummation of the Exchange Offer that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Series A Notes acquired directly from the Company or any
of its Affiliates, then the Company shall:

               (x) cause to be filed, on or prior to 90 days after the earlier
     of (i) the date on which the Company determines that the Exchange Offer
     Registration Statement cannot be filed as a result of clause (a)(i) above
     and (ii) the date on which the Company receives the notice specified in
     clause (a)(ii) above (such earlier date, the "Filing Deadline"), a shelf
     registration statement pursuant to Rule 415 under the Act (which may be an
     amendment to the Exchange Offer Registration Statement (the "Shelf
     Registration Statement")), relating to all Transfer Restricted Securities,
     and

               (y) shall use its reasonable best efforts to cause such Shelf
     Registration Statement to become effective on or prior to 150 days after
     the Filing Deadline for the Shelf Registration Statement (such 150th day
     the "Effectiveness Deadline").

          If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

          To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company shall use its reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least one year (as extended
pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period
as will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto or cease to be
outstanding.

          (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may




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include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 15 days after receipt of a request therefor, the
information specified in Item 507 or 508, as applicable, of Regulation S-K of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. By its acceptance of Transfer Restricted Securities, each Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

          If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within five business days of
filing such post-effective amendment to such Registration Statement (each such
event referred to in clauses (i) through (iv), a "Registration Default"), then
the Company hereby agrees to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default; provided, however, that upon the occurrence of an
event described in clause (iv) above with respect to the failure of a Shelf
Registration Statement to be effective or usable in connection with resales of
Transfer Restricted Securities, only those Holders whose Transfer Restricted
Securities were registered pursuant to such Shelf Registration Statement shall
be entitled to collect such liquidated damages. The amount of the liquidated
damages shall increase by an additional $.05 per week per $1,000 in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of liquidated damages of $.50 per week per $1,000 in principal amount of
Transfer Restricted Securities; provided that the Company shall in no event be
required to pay liquidated damages for more than one Registration Default at any
given time. Notwithstanding anything to the contrary set forth herein, (i) upon
filing of the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.



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          All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

          (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use its reasonable best efforts to effect such exchange
and to permit the resale of Series B Notes by any Broker-Dealer that tendered
Series A Notes in the Exchange Offer that such Broker-Dealer acquired for its
own account as a result of its market making activities or other trading
activities (other than Series A Notes acquired directly from the Company or any
of its Affiliates) being sold in accordance with the intended method or methods
of distribution thereof, and (z) comply with all of the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company hereby agrees to seek a no-action
     letter or other favorable decision from the Commission allowing the Company
     to Consummate an Exchange Offer for such Transfer Restricted Securities.
     The Company hereby agrees to pursue the issuance of such a decision to the
     Commission staff level. In connection with the foregoing, the Company
     hereby agrees to take all such other actions as may be requested by the
     Commission or otherwise required in connection with the issuance of such
     decision, including without limitation (A) participating in telephonic
     conferences with the Commission staff, (B) delivering to the Commission
     staff an analysis prepared by counsel to the Company setting forth the
     legal bases, if any, upon which such counsel has concluded that such an
     Exchange Offer should be permitted and (C) diligently pursuing a resolution
     (which need not be favorable) by the Commission staff.

          (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that (A) it is not an Affiliate of the Company, (B) it is not
     engaged in, and does not intend to engage in, and has no arrangement or
     understanding with any person to participate in, a distribution of the
     Series B Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Series B Notes in its ordinary course of business. Each Holder using
     the Exchange Offer to participate in a distribution of the Series B Notes
     will be required to acknowledge and agree that, if the resales are of
     Series B Notes obtained by such Holder in exchange for Series A Notes
     acquired directly from the Company or an Affiliate thereof, it (1) could




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     not, under Commission policy as in effect on the date of this Agreement,
     rely on the position of the Commission enunciated in Morgan Stanley and
     Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
     (available May 13, 1988), as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and similar no-action letters
     (including, if applicable, any no-action letter obtained pursuant to clause
     (i) above), and (2) must comply with the registration and prospectus
     delivery requirements of the Act in connection with a secondary resale
     transaction and that such a secondary resale transaction must be covered by
     an effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K.

          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company shall provide a supplemental letter to the
     Commission (A) stating that the Company is registering the Exchange Offer
     in reliance on the position of the Commission enunciated in Exxon Capital
     Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
     (available June 5, 1991) as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action
     letter obtained pursuant to clause (i) above, (B) including a
     representation that the Company has not entered into any arrangement or
     understanding with any Person to distribute the Series B Notes to be
     received in the Exchange Offer and that, to the best of the Company's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Series B Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Series B Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to clause (i) above, if
     applicable.

          (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

          (i) comply with all the provisions of Section 6(c) and 6(d) below and
     use its reasonable best efforts to effect such registration to permit the
     sale of the Transfer Restricted Securities being sold in accordance with
     the intended method or methods of distribution thereof (as indicated in the
     information furnished to the Company pursuant to Section 4(b) hereof), and
     pursuant thereto the Company will prepare and file with the Commission a
     Registration Statement relating to the registration on any appropriate form
     under the Act, which form shall be available for the sale of the Transfer
     Restricted Securities in accordance with the intended method or methods of
     distribution thereof within the time periods and otherwise in accordance
     with the provisions hereof; and

          (ii) issue, upon the request of any Holder or purchaser of Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchaser(s) of
     securities subject to the Shelf Registration Statement in the names as such
     purchaser(s) shall designate.



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          (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

          (i) use its reasonable best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable. Upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain
     an untrue statement of material fact or omit to state any material fact
     necessary to make the statements therein not misleading or (B) not to be
     effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Company shall file promptly an
     appropriate amendment to such Registration Statement curing such defect,
     and, if Commission review is required, use its reasonable best efforts to
     cause such amendment to be declared effective as soon as practicable; if at
     any time the Commission shall issue any stop order suspending the
     effectiveness of any Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Company
     shall use its reasonable best efforts to obtain the withdrawal or lifting
     of such order at the earliest possible time;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

          (iii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two business days prior to such sale
     of Transfer Restricted Securities;

          (iv) use its reasonable best efforts to cause the disposition of the
     Transfer Restricted Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities;
     provided, however, that the Company shall not be required to register or
     qualify as a foreign corporation where it is not now so qualified or to
     take any action that would subject it to the service of process in suits or
     to taxation in any jurisdiction where it is not now so subject;



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          (v) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with certificates for the Transfer Restricted Securities which are in a
     form eligible for deposit with The Depository Trust Company, Euroclear
     System and Clearstream Banking, S.A.;

          (vi) otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act); and

          (vii) cause the Indenture to be qualified under the TIA not later than
     the effective date of the first Registration Statement required by this
     Agreement and, in connection therewith, cooperate with the Trustee and the
     Holders to effect such changes to the Indenture as may be required for such
     Indenture to be so qualified in accordance with the terms of the TIA; and
     execute, and use its reasonable best efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner.

          (d) Additional Provisions Applicable to Shelf Registration Statements.
In connection with each Shelf Registration Statement, the Company shall:

          (i) advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the related Prospectus or any
     Prospectus supplement or post- effective amendment has been filed, and,
     with respect to the Shelf Registration Statement or any post-effective
     amendment thereto, when the same has become effective, (B) of any request
     by the Commission for amendments to the Shelf Registration Statement or
     amendments or supplements to the related Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Shelf Registration Statement
     under the Act or of the suspension by any state securities commission of
     the qualification of the Transfer Restricted Securities for offering or
     sale in any jurisdiction, or the initiation of any proceeding for any of
     the preceding purposes, (D) of the existence of any fact or the happening
     of any event that makes any statement of a material fact made in the Shelf
     Registration Statement, the related Prospectus, any amendment or supplement
     thereto or any document incorporated by reference therein untrue, or that
     requires the making of any additions to or changes in the Shelf
     Registration Statement in order to make the statements therein not
     misleading, or that requires the making of any additions to or changes in
     the related Prospectus in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;

          (ii) if any fact or event contemplated by Section 6(d)(i)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Shelf Registration Statement or related Prospectus or any




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     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;

          (iii) furnish to each Holder in connection with such exchange or sale,
     if any, before filing with the Commission, copies of any Shelf Registration
     Statement or any Prospectus included therein or any amendments or
     supplements to any such Shelf Registration Statement or Prospectus
     (including all documents incorporated by reference after the initial filing
     of such Shelf Registration Statement), which documents will be subject to
     the review and comment of such Holders in connection with such sale, if
     any, for a period of at least five business days, and the Company will not
     file any such Shelf Registration Statement or Prospectus or any amendment
     or supplement to any such Shelf Registration Statement or Prospectus
     (including all such documents incorporated by reference) to which such
     Holders shall reasonably object within five business days after the receipt
     thereof. A Holder shall be deemed to have reasonably objected to such
     filing if such Shelf Registration Statement, amendment, Prospectus or
     supplement, as applicable, as proposed to be filed, contains an untrue
     statement of a material fact or omits to state any material fact necessary
     to make the statements therein not misleading or fails to comply with the
     applicable requirements of the Act;

          (iv) promptly prior to the filing of any document that is to be
     incorporated by reference into a Shelf Registration Statement or related
     Prospectus, provide copies of such document to each Holder in connection
     with such exchange or sale, if any, make the Company's representatives
     available for discussion of such document and other customary due diligence
     matters, and include such information in such document prior to the filing
     thereof as such Holders may reasonably request;

          (v) make available, at reasonable times, for inspection by each Holder
     and any attorney or accountant retained by such Holders, all financial and
     other records, pertinent corporate documents of the Company and cause the
     Company's officers, directors and employees to supply all information
     reasonably requested by any such Holder, attorney or accountant in
     connection with such Shelf Registration Statement or any post-effective
     amendment thereto subsequent to the filing thereof and prior to its
     effectiveness;

          (vi) if requested by any Holders in connection with such exchange or
     sale, promptly include in any Shelf Registration Statement or related
     Prospectus, pursuant to a supplement or post-effective amendment if
     necessary, such information as such Holders may reasonably request to have
     included therein, including, without limitation, information relating to
     the "Plan of Distribution" of the Transfer Restricted Securities; and make
     all required filings of such Prospectus supplement or post-effective
     amendment as soon as practicable after the Company is notified of the
     matters to be included in such Prospectus supplement or post- effective
     amendment;



                                       11

<PAGE>



          (vii) furnish to each Holder in connection with such exchange or sale
     without charge, at least one copy of the Shelf Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     all documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

          (viii) deliver to each Holder without charge, as many copies of the
     related Prospectus (including each preliminary prospectus) and any
     amendment or supplement thereto as such Persons reasonably may request; the
     Company hereby consents to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (ix) upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Shelf Registration Statement
     contemplated by this Agreement as may be reasonably requested by any Holder
     in connection with any sale or resale pursuant to any applicable Shelf
     Registration Statement. In such connection, the Company shall:

               (A) upon request of any Holder, furnish (or in the case of
          paragraphs (2) and (3), use its reasonable best efforts to cause to be
          furnished) to each Holder, upon the effectiveness of the Shelf
          Registration Statement:

                    (1) a certificate, dated such date, signed on behalf of the
               Company by (x) the President or any Vice President and (y) a
               principal financial or accounting officer of the Company,
               confirming, as of the date thereof, the matters set forth in
               Sections 6(a), 9(a) and 9(b) of the Purchase Agreement and such
               other similar matters as such Holders may reasonably request;

                    (2) an opinion, dated the date of effectiveness of the Shelf
               Registration Statement, of counsel for the Company covering
               matters similar to those set forth in paragraphs (d), (e) and (f)
               of Section 9 of the Purchase Agreement and such other matters as
               such Holder may reasonably request, and in any event including a
               statement to the effect that such counsel has participated in
               conferences with officers and other representatives of the
               Company and representatives of the independent public accountants
               for the Company, and has considered the matters required to be
               stated therein and the statements contained therein, although
               such counsel has not independently verified the accuracy,
               completeness or fairness of such statements; and that such
               counsel advises that, on the basis of the foregoing, no facts
               came to such counsel's attention that caused such counsel to
               believe that the applicable Shelf Registration Statement, at the
               time such Shelf Registration Statement or any post-effective
               amendment thereto became effective, contained an untrue statement
               of a material fact or omitted to state a material fact required




                                       12

<PAGE>

               to be stated therein or necessary to make the statements therein
               not misleading, or that the Prospectus contained in such Shelf
               Registration Statement as of its date, contained an untrue
               statement of a material fact or omitted 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.
               Without limiting the foregoing, such counsel may state further
               that such counsel assumes no responsibility for, and has not
               independently verified, the accuracy, completeness or fairness of
               the financial statements, notes and schedules and other financial
               data included in any Shelf Registration Statement contemplated by
               this Agreement or the related Prospectus; and

                    (3) a customary comfort letter, dated the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Company's independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               underwritten offerings; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered in clause (A) above and with any customary
          conditions contained in any agreement entered into by the Company
          pursuant to this clause (ix);

          (x) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of such jurisdictions as the selling
     Holders may request and do any and all other acts or things necessary or
     advisable to enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the applicable Registration Statement;
     provided, however, that the Company shall not be required to register or
     qualify as a foreign corporation where it is not now so qualified or to
     take any action that would subject it to the service of process in suits or
     to taxation, in any jurisdiction where it is not now so subject; and

          (xi) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

          (e) Restrictions on Holders. Each Holder's acquisition of a Transfer
Restricted Security constitutes such Holder's agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) hereof or any notice from the
Company of the existence of any fact of the kind described in Section 6(d)(i)(D)
hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
shall be required to either



                                       13

<PAGE>


(i) destroy any  Prospectuses,  other than permanent  file copies,  then in such
Holder's  possession  which have been replaced by the Company with more recently
dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all
copies,  other than permanent file copies,  then in such Holder's  possession of
the Prospectus covering such Transfer Restricted  Securities that was current at
the time of receipt of the  Suspension  Notice.  The time period  regarding  the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by a number of days equal to the number of days
in the period from and including the date of delivery of the  Suspension  Notice
to the date of delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

          (a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including certificates for the Series B
Notes to be issued in the Exchange Offer and printing of Prospectuses, messenger
and delivery services and telephone; (iv) all fees and disbursements of counsel
for the Company, one securities counsel and one local gaming counsel for the
Holders of Transfer Restricted Securities which shall be selected by a majority
of such Holders; (v) all application and filing fees in connection with listing
the Series B Notes on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

          The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

          (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Holders of Transfer Restricted Securities who are tendering Series A Notes into
in the Exchange Offer and/or selling or reselling Series A Notes or Series B
Notes pursuant to the "Plan of Distribution" contained in the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of one
securities counsel and one local gaming counsel, which shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities
for whose benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

          (a) The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)




                                       14

<PAGE>


caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any Holder
or any prospective purchaser of Series B Notes or registered Series A Notes, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.

          (b) By its acquisition of Transfer Restricted Securities, each Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, and its directors and officers, and
each person, if any, who controls (within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act) the Company to the same extent as the
foregoing indemnity from the Company set forth in section (a) above, but only
with reference to information relating to such Holder furnished in writing to
the Company by such Holder expressly for use in any Registration Statement. In
no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

          (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the indemnifying party shall not be required to
assume the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the indemnifying party). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action in a timely manner or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or



                                       15

<PAGE>


circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to one local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Company, in the
case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any and
all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability on claims that are or could have been the subject
matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
Indemnified party.

          (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments in such proportion as
is appropriate to reflect the relative fault of the Company, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company, on the one hand, and of the Holder, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

          The Company and, by its acquisition of Transfer Restricted Securities,
each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or judgments referred to in the immediately preceding paragraph shall be deemed



                                       16

<PAGE>


to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

SECTION 9. RULE 144A AND RULE 144

          The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

          (a) Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 3 and 4 hereof. The Company further agrees to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

          (b) No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person that would require such securities to be included in
any Registration Statement filed hereunder. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.




                                       17

<PAGE>


          (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

          (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the purchasers named on the signature pages hereto, on the other hand,
and shall have the right to enforce such agreements directly to the extent they
may deem such enforcement necessary or advisable to protect their rights
hereunder.

          (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          if to a Holder, at the address set forth on the records of the
Registrar under the Indenture, with a copy to the Registrar under the Indenture;
and

          if to the Company:

                    Windsor Woodmont Black Hawk Resort Corp.

                    Address:                  2231 Valdina Street
                                              Dallas, Texas  75207
                    Facsimile:                (214) 630-1261
                    Attention:                Daniel P. Robinowitz

                    with a copy to:

                    Paul, Hastings, Janofsky & Walker LLP

                    Address:                  399 Park Avenue
                                              New York, New York 10022-4697
                    Facsimile:                (212) 319-4090
                    Attention:                William F. Schwitter, Esq.




                                       18

<PAGE>


          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, when receipt acknowledged, if telecopied;
and on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.






                                       19

<PAGE>


          IN WITNESS WHEREOF, the parties have executed this A/B Exchange
Registration Rights Agreement as of the date first written above.

                                       WINDSOR WOODMONT BLACK HAWK
                                       RESORT CORP.

                                       By: /s/  Daniel P. Robinowitz
                                           -------------------------------------
                                           Name:   Daniel P. Robinowitz
                                           Title:  President



                                       By: /s/  Mirhael L. Armstrong
                                           -------------------------------------
                                           Name:   Michael L. Armstrong
                                           Title:  Executive Vice President







                                       20

<PAGE>



                [Signature Page to Registration Rights Agreement]



                                          ABELCO FINANCE LLC

                                          By: /s/  Kevin Genda
                                              ----------------------------------
                                              Name:   Kevin Genda
                                              Title:  Chief Credit Officer and
                                                      Senior Vice President





<PAGE>



                [Signature Page to Registration Rights Agreement]


                                            MADELEINE L.L.C.



                                            By: /s/
                                                --------------------------------
                                                Name:
                                                Title:





<PAGE>



                [Signature Page to Registration Rights Agreement]



                                            BAY HARBOUR MANAGEMENT LC



                                            By: /s/  Steven A. Van Dyke
                                                --------------------------------
                                                Name:   Steven A. Van Dyke
                                                Title:  Managing Principal





<PAGE>



                [Signature Page to Registration Rights Agreement]


                                           CONTINENTAL CASUALTY COMPANY


                                           By: /s/  Richard W. Dubberke
                                               ---------------------------------
                                               Name:   Richard w. Dubberke
                                               Title:  Vice President





<PAGE>



                [Signature Page to Registration Rights Agreement]


                                             PALESTRA PARTNERS


                                             By: /s/  Dan D. Bran
                                                 -------------------------------
                                                 Name:   Dan D. Bran
                                                 Title:  ?????????





<PAGE>



                [Signature Page to Registration Rights Agreement]

                                        THE MAINSTAY FUNDS, ON BEHALF OF ITS
                                        HIGH YIELD CORPORATE BOND FUND SERIES

                                        By:  MacKay Shields LLC
                                        Its:   Investment Advisor


                                        By:  /s/  Robert A. Nisi
                                             -----------------------------------
                                             Name:   Robert A. Nisi
                                             Title:  General Counsel





<PAGE>



                [Signature Page to Registration Rights Agreement]

                                          PURCHASER


                                          By:
                                                Name:
                                                Title:






<PAGE>



                [Signature Page to Registration Rights Agreement]


                                          THE RAVICH REVOCABLE TRUST OF 1989


                                          By: /s/  Jess M. Ravich
                                              ----------------------------------
                                              Name:   Jess M. Ravich
                                              Title:  Trustee






<PAGE>


                [Signature Page to Registration Rights Agreement]

                                        THE MAINSTAY VP SERIES FUND, INC., ON
                                        BEHALF OF ITS HIGH YIELD CORPORATE BOND
                                        PORTFOLIO

                                        By:    MacKay Shields LLC
                                        Its:   Investment Advisor


                                        By: /s/  Robert A. Nisi
                                            ------------------------------------
                                            Robert A. Nisi
                                            General Counsel