exv10w2



 






EXHIBIT 10.2




FIRST AMENDED AND RESTATED MEMBERS AGREEMENT




     This FIRST AMENDED AND RESTATED MEMBERS AGREEMENT is made as of this 22nd
day of April, 2003 (the “Agreement”) among CASINO AMERICA OF COLORADO, INC., a
Colorado corporation (“Isle Colorado”), ISLE OF CAPRI CASINOS, INC. (f/k/a
Casino America, Inc.), a Delaware corporation (“Isle of Capri”), BLACKHAWK
GOLD, LTD., a Colorado corporation (“Blackhawk Gold”), and NEVADA GOLD &
CASINOS, INC., a Nevada corporation (“Nevada Gold”). Isle Colorado and
Blackhawk Gold are sometimes herein referred to as the “Members” or
individually as a “Member.”



     WHEREAS, Isle Colorado and Blackhawk Gold are the members of Isle of Capri
Black Hawk L.L.C., a Colorado limited liability company (the “Company”), and
are parties to a Second Amended and Restated Operating Agreement of the
Company, dated as of the date of this Agreement (the “Operating Agreement”);



     WHEREAS, Isle Colorado is a wholly owned subsidiary of Isle of Capri and
Blackhawk Gold is a wholly owned subsidiary of Nevada Gold;



     WHEREAS, the Company was initially formed for the purpose of
developing, constructing and operating a casino and related facilities in
Black Hawk, Colorado (the “Isle Black Hawk”);



     WHEREAS, the Company entered into stock purchase agreements on December
24, 2002 (the “Stock Purchase Agreements”), to purchase the Colorado Central
Station Casino in Black Hawk, Colorado (the “Central Station”), and the
Colorado Grande Casino in Cripple Creek, Colorado (the “Grande” and, together
with the Central Station, the “Additional Facilities” and, together with the
Isle Black Hawk, the “Facilities”);



     WHEREAS, in connection with the purchase of the Additional Facilities, the Company
will enter into that certain First Amended and Restated Credit Agreement dated April       , 2003
(the “Credit Agreement”), by and among the Company, various financial
institutions, Canadian Imperial Bank of Commerce, as Administrative Agent, and
CIBC World Markets Corp., as Lead Arranger, on such terms as approved by the
Managers;



     WHEREAS, the Company intends to further develop and improve the Isle Black
Hawk and the Central Station pursuant to the development plan attached hereto
as Exhibit B (the “Development Plan”);



     WHEREAS, the Company has entered into a Second Amended and Restated
Management Agreement, dated as of the date hereof (the “Isle Black Hawk
Management Agreement”), with Isle of Capri pursuant to which Isle of Capri
will manage the Isle Black Hawk;



     WHEREAS, the Company has entered into management agreements, in
substantially the same form and on substantially the same terms as the Isle
Black Hawk Management Agreement, with Isle of Capri pursuant to which Isle of
Capri will manage each of the Additional Facilities (collectively with the Isle
Black Hawk Management Agreement, the “Management Agreements”); and



 









 






     WHEREAS, the parties hereto wish to amend and restate the Members
Agreement, dated as of July 29, 1997, among the parties hereto, to set forth
certain agreements with respect to the operation of the Company, the
acquisition of the Additional Facilities, the Development Plan and the parties’
respective rights and obligations.



     NOW, THEREFORE, the parties agree as follows:



ARTICLE 1:




OWNERSHIP INTEREST AND DEFINITIONS




1.1 Ownership. The parties agree that the respective percentage Ownership
Interests as of the date of this Agreement are as follows: Isle
Colorado – 57% and Blackhawk
Gold – 43%.




1.2 Definitions. Capitalized terms not otherwise defined in Exhibit A hereto
shall have the respective meanings ascribed for those terms in the Operating Agreement,
applicable to both singular and plural forms, for all purposes of this Agreement.




ARTICLE 2:




ACQUISITION AND DEVELOPMENT PLAN




2.1 General Intent. The Members anticipate that certain expenditures will be
made in order to consummate the acquisition of the Additional Facilities and to complete the
Development Plan (including feasibility studies, advisory fees and expenses, development
planning, construction and regulatory approvals). Except as specifically set forth herein, the Members
anticipate that these costs will be funded solely by the Company with proceeds from operations
and with proceeds from the Credit Agreement.




2.2 Employee Costs. Except as otherwise expressly provided in this Agreement or
in the Management Agreements, each Member will be separately responsible for its own
payroll and benefit expense of its employees and independent contractors with respect to
the Development Plan or Company business.




2.3 Debt Financing; Capital Commitment. Except for previously contributed capital
contributions, the Members acknowledge and agree that, to the extent
commercially reasonable, the Company and the Development Plan will be funded through debt financing. The
Company shall incur no debt or liability for which the Members or their respective
Affiliates would be obligated in any way. Without limiting the foregoing, no Member or Affiliate
will be required to guarantee or co-sign any loan made to the Company or any other obligation of
the Company.




2.4 Development Plan. The Company will use its reasonable commercial efforts to
complete the Development Plan. A description of the Development Plan is set
forth on Exhibit B attached hereto, and such plan (together with all actions consistent
therewith) is hereby approved by the Members.





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     Neither Isle Colorado nor any Affiliate shall be liable to the Company or
to Blackhawk Gold or its Affiliates for any losses, damages, liabilities or
expenses resulting or arising from the Development Plan, other than as a direct
and proximate result of the gross negligence or willful misconduct of Isle
Colorado or any of its Affiliates; and neither Isle Colorado nor any of its
Affiliates makes any representations or warranties as to the Development Plan
or its successful completion.



     Blackhawk Gold and its Affiliates will cooperate with Isle Colorado and
Isle of Capri in connection with the development of the Development Plan in all
reasonable respects, including without limitation, providing pertinent
information, documents or records or making appearances before regulatory
authorities whose approvals are required in connection therewith.



ARTICLE 3:




CAPITAL CONTRIBUTIONS




3.1 Additional Contributions. Except upon the agreement of all Members and upon
such
terms and conditions as they may agree in writing, no Additional Contributions
will be required
or permitted from the Members of the Company. Any Member that provides any
Additional
Contribution shall receive a corresponding credit to its capital account and
its Ownership Interest
shall be increased proportionately with the increase in its capital account.




3.2 Default. If a Member fails to make a required Capital Contribution timely
when due,
each other Member which is not in default will have the option to:





	(a)	 	Make all or part of such Capital Contribution on its own behalf
and increase its
Ownership Interest accordingly; or
	 
	(b)	 	Loan all or part of such Capital Contribution amount to the Company, with
such loan
payable on demand and with Interest (and such amount will be treated as a
loan rather
than as a Capital Contribution).





     If there is more than one Member which is not in default in its required
Capital Contributions, the non-defaulting Members will agree among themselves
as to the allocation of any required Capital Contribution that is either
contributed or loaned, and if they do not agree, each such Member will be
entitled to contribute and to loan an amount equal to its proportionate share
(based on the ratio of their Capital Contributions previously made).



3.3 Loans by Members. Subject to terms of the Credit Agreement, the Members or
their
Affiliates may loan money to the Company for Company purposes as provided in
the Operating
Agreement, at the Interest rate.




3.4 Distributions. Unless the Members unanimously agree otherwise, the Company
will
make distributions to its Members no later than forty five (45) days after the
end of each fiscal
quarter of (a) amounts necessary to pay income tax at a rate of 40% of taxable
income allocated
to each Member for each fiscal quarter and (b) 100% of Excess Cash Flow (as
defined below),
determined on a fiscal quarter basis. Notwithstanding the foregoing, the
distributions to Members
shall not be in excess of that entitled to be made pursuant to any currently
existing indenture or




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credit facility entered into by the Company, provided that each Member has
agreed in writing to enter into such facility. As used herein, “Excess Cash
Flow” means EBITDA less (i) management fees, (ii) capital expenditures approved
by the Managers and actually paid, (iii) interest, (iv) tax distributions
actually paid to Members within forty five (45) days after the end of each
fiscal quarter, (v) scheduled principal payments and (vi) required offers to
repurchase notes pursuant to any currently existing credit facility entered
into by the Company.




ARTICLE 4:




MANAGEMENT




4.1 Unanimous Vote. The parties agree to cause the Managers appointed by them
not to
cause the Company to effect any of the following matters without (i) the
unanimous consent of
each of the other Managers and (ii) the unanimous consent of the Members:





	(a)	 	The making of material changes to the Development Plan attached hereto as
Exhibit B;
	 
	(b)	 	The adoption of any Annual Budget calling for capital expenditures for
such budgeted
year in excess of $4,000,000;
	 
	(c)	 	A call for Additional Contributions by the Members other than as provided
for under
Section 3.1; and
	 
	(d)	 	Other than the incurrence of indebtedness under the Credit Agreement, the
incurrence of
indebtedness outside of the normal operating requirements of the Company
in an
outstanding amount which at any time exceeds $1,000,000.





4.2 Annual Budgets. Isle Colorado will prepare an Annual Budget within a
reasonable time
before the beginning of each Fiscal Year, including the budget to be submitted
under the
Management Agreements. An Annual Budget will include the amount of any
Additional
Contribution that is determined to be necessary or desirable (to be made in the
proportion of the
Capital Contributions previously made), and the date or dates on which such
contribution to
capital will be due.




ARTICLE 5:




SALE OF PROPERTY ON DISSOLUTION




5.1 Sale of Real Property on Dissolution. In connection with any
liquidation of the real property owned by the Company, together with any
improvements thereon (the “Property”), the Members agree to vote and to cause
the Managers appointed by them to vote to apply the following procedures in
connection with such liquidation:





	(a)	 	The Company will seek to sell the Property, by listing it with a
reputable broker or
through such other means as it may deem appropriate to maximize the
proceeds from the sale. The initial price at which the Property is
offered for sale shall be the then current fair market value of the
Property, unless otherwise agreed by all the Members.




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	(b)	 	If any bona fide offer (the “Offer”) is made for the Property, and
all the Members deem the Offer acceptable, the Company shall sell the
Property pursuant to the Offer. If one Member deems the Offer acceptable
(the “Selling Member”) and another deems it unacceptable (the “Non-Selling
Member”), the following procedure shall apply: the Non-Selling Member
shall have thirty (30) days from the date it receives written notice of
the Offer to exercise a right of first refusal to purchase the Property on
the same terms and conditions as contained in the Offer. The Non-Selling
Member shall exercise such right of first refusal by written notice to the
Selling Member within such thirty (30) day period, which notice shall be
accompanied by evidence, reasonably satisfactory to the Selling Member,
that the Non-Selling Member has a commitment to finance the purchase of
the Property. The purchase of the Property pursuant to the exercise of the
right of first refusal shall occur within sixty (60) days after exercise
of this right of first refusal. If the Non-Selling Member does not
exercise its right of first refusal, or if it is unable to adequately
demonstrate the availability of financing for the purchase, or if it does
not close the purchase within such sixty (60) day period, the Company
shall sell the Property pursuant to the Offer, or pursuant to any other
Offer it may receive, the terms of which are at least as favorable as
those contained in the Offer.





ARTICLE 6:




DISPUTE RESOLUTION




6.1 Disputes. Except as to any disputes for which injunctive relief may be
available, in the
event a dispute of any kind arises in connection with this Agreement (including
any dispute
concerning its construction, performance or breach), the parties to the dispute
(who may be any
combination of the Company and any one or more of the Members) will attempt to
resolve the
dispute as set forth in Section 6.2 before proceeding to arbitration as
provided in Section 6.3. All
documents, discovery and other information related to any such dispute, and the
attempts to
resolve or arbitrate such dispute will be kept confidential to the fullest
extent possible. This
Article 6 shall not apply to disputes arising under the Management Agreements.




6.2 Negotiation. If a dispute arises, any party to the dispute will give notice
to each other
party. If the Company is not a party to the dispute, notice will be given to
the Company. After
notice has been given, the parties in good faith will attempt to negotiate a
resolution of the
dispute.




6.3 Arbitration. If, within 30 days after the notice provided in Section 6.2, a
dispute is not
resolved through negotiation or mediation, the dispute will be arbitrated. The
parties to the
dispute agree to be bound by the selection of an arbitrator, and to settle the
dispute exclusively
by binding arbitration in accordance with the following provisions:





	(a)	 	All parties to the dispute will collectively select one arbitrator.
If they fail to do so within 45 days after the notice provided in Section
6.2, one or more parties will request the American Arbitration Association
to submit a panel of five arbitrators who are qualified to resolve the
matters in dispute from which the choice will be made. The party
requesting the arbitration will strike first, followed by alternative
striking until one name remains. A similar procedure will be followed if
there are more than two parties. The




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	 	 	parties may by agreement reject one entire list, and request a second
list. If selection by the above method is not completed within 90 days
after the notice provided in Section 6.2, or if there are more than four
parties, then an arbitrator will be selected by the American Arbitration
Association. The arbitrator so selected will then arbitrate the dispute
in Denver, Colorado, and issue an award.
	 
	(b)	 	To the extent consistent with the provisions of this Article, the
arbitration will be
conducted under the Commercial Arbitration Rules of the American
Arbitration
Association and in accordance with Colorado law. The arbitrator’s
decision will be made
pursuant to the relevant substantive law of the State of Colorado. The
award of the
arbitrator will be final, binding and non-appealable. Judgment on the
award may be
entered in any court, state or federal court having jurisdiction.
	 
	(c)	 	The fees and expenses of the arbitrator, and the other direct costs of
the arbitration, will
be shared by the parties to the dispute in equal proportions. Each party
to the dispute will
bear all other costs and expenses as provided in Section 8.10. If one or
more Members are
included in the arbitration because of their membership or former
membership in the
Company, such group will collectively be treated as one party to the
dispute (through the
Company as a party).





ARTICLE 7:




PRIVILEGED LICENSE PROTECTION




7.1 Regulatory Compliance. Each Member acknowledges that it and its
agents and Affiliates may be subject to licensing and other regulatory review
and approval procedures (“Regulatory Review”) by any federal or state
governmental agency which is authorized or empowered to regulate the gaming
operations of the other Member and its Affiliates (“Regulatory Authority”) in
the jurisdictions (domestic or foreign) in which such other Member and its
Affiliates conduct or propose to conduct gaming activities. Each Member agrees
to cooperate fully and to cause its Affiliates to cooperate fully with the
representatives of all such Regulatory Authorities in making applications,
supplying information, providing reports, attending licensing and other
hearings, and otherwise cooperating with and complying with the requirements of
all such Regulatory Authorities so as not to interfere with such Member’s or
its Affiliate’s ability to develop new business or to continue to conduct its
existing business. Each Member agrees that, in the event the Board of Directors
of the other Member reasonably determines based upon communications with a
Regulatory Authority that such Member or any of its Affiliates is likely to be
determined unsuitable by a Regulatory Authority (the “Problem Member”) and, as
a result, the other Member or its Affiliates may not be permitted to engage or
to continue to engage in a gaming activity (collectively a “Licensing
Problem”), then, within the lesser of one hundred fifty (150) days of notice of
such event from the other Member to the Problem Member or the applicable period
prescribed by the appropriate Regulatory Authority (provided the other Member
timely notifies the Problem Member of such a determination) the Problem Member
shall (i) eliminate the Licensing Problem to the reasonable satisfaction of the
other Member’s Board or (ii) transfer its rights and obligations hereunder and
its Ownership Interest to a Person reasonably acceptable to the other Member,
who does not have a Licensing Problem, and such Person shall be accepted as a
Member of the Company for all purposes. Any




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such transfer shall be subject to the terms and conditions contained in Article
13 of the Operating Agreement. In the event such transfer does not occur (or is
not subject to a binding contract for a bona fide sale to a Third Party to
close within thirty (30) days of the expiration of the one hundred fifty (150)
day period described above), or the Licensing Problem is not eliminated within
the prescribed one hundred fifty (150) day period, the Problem Member shall
immediately convey its Ownership Interest under the agreement to the other
Member or an Affiliate designated by such other Member for the sum equal to the
then current fair market value determined as of the end of the most recent
month preceding the date of transfer. All qualification and other expenses
relating to the foregoing applications shall be borne by the respective parties
submitting the applications.




7.2 No Unsuitability Knowledge: Neither Blackhawk Gold nor Isle Colorado is
aware of
any facts or circumstances which would make any Member or the officers,
directors, managers,
or owners (directly or indirectly) of such Member, a Person or entity
unsuitable for licensing
under applicable Colorado gaming laws, rules and regulations.




7.3 Additional Regulatory Compliance Matters. The following restrictions shall
be in
addition to and shall govern in the event of a conflict with, the provisions of
Section 7.1 above.




     The parties agree to cause the Company not to issue any voting securities
or other voting interests, except in accordance with the provisions of the
Colorado Limited Gaming Act and the regulations promulgated thereunder. The
issuance of any voting securities or other voting interests in noncompliance
with the preceding sentence shall be deemed not to be issued and outstanding
until (a) the Company shall cease to be subject to the jurisdiction of the
Colorado Limited Gaming Control Commission, or (b) the Colorado Limited Gaming
Control Commission shall, by affirmative action, validate said issuance or
waive any defect in issuance.



     No voting securities or other voting interests issued by the Company and
no interests, claim or charge therein or thereto shall be transferred in any
manner whatsoever except in accordance with the provisions of the Colorado
Limited Gaming Act and the regulations promulgated thereunder. Any transfer in
violation thereof shall be void until (a) the Company shall cease to be subject
to the jurisdiction of the Colorado Limited Gaming Control Commission, or (b)
the Colorado Limited Gaming Control Commission shall, by affirmative action,
validate said transfer or waive any defect in said transfer.



     If the Colorado Limited Gaming Control Commission at any time determines
that a holder of voting securities or other voting interests of this Company is
unsuitable to hold such securities or other voting interests, then the Company
may, within sixty (60) days after the findings of unsuitability, purchase such
voting securities or other voting interests of such unsuitable Person at the
lesser of (i) the cash equivalent of such Person’s investment in the Company,
or (ii) the current market price as of the date of the finding of
unsuitability, unless such voting securities or other voting interests are
transferred to a suitable Person (as determined by the Commission) within sixty
(60) days after the finding of unsuitability. Until such voting securities or
other voting interests are owned by Persons found by the Commission to be
suitable to own them, (a) the Company shall not be required or permitted to pay
any dividend or interest with regard to the voting securities or other voting
interests, (b) the holder of such voting securities or other voting interests
shall not be entitled to vote on any matter as the holder of the



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voting securities shall not for any purposes be included in the voting
securities or other voting interests of the Company entitled to vote, and (c)
the Company shall not pay any remuneration in any form to the holder of the
voting securities or other voting interests except in exchange for such voting
securities or other voting interests as provided in this paragraph.




ARTICLE 8:




GENERAL PROVISIONS




8.1 Amendment. This Agreement may be amended by the unanimous written agreement
of
the parties. Any amendment will become effective upon such approval, unless
otherwise
provided.




8.2 Representations. Each of the parties represents and warrants (which
representations and
warranties shall survive the Closing) to each of the other parties that, as of
the signing of this
Agreement and as of the Closing:





	(a)	 	Such party is duly organized, validly existing and in good standing under
the laws of the
jurisdiction where it purports to be organized, and is a United States
Person;
	 
	(b)	 	Such party has full power and authority to enter into and perform this
Agreement and, in
the case of Blackhawk Gold and Isle Colorado, the Operating Agreement;
	 
	(c)	 	All actions necessary to authorize the signing and delivery of this
Agreement and the
Operating Agreement, and the performance of the respective obligations of
the parties to
each of such agreements, have been duly taken;
	 
	(d)	 	This Agreement and the Operating Agreement have each been duly signed and
delivered
by a duly authorized officer or other representative of each of the
parties that are
signatories thereto, and each such agreement constitutes the legal, valid
and binding
obligation of each such party enforceable in accordance with its
respective terms (except
as such enforceability may be affected by applicable bankruptcy,
insolvency or other
similar laws effecting creditors’ rights generally, and except that the
availability of
equitable remedies is subject to judicial discretion);
	 
	(e)	 	No consent or approval of any other Person is required in connection with
the signing,
delivery and performance of this Agreement by the parties or the
Operating Agreement
by Blackhawk Gold and Isle Colorado; and
	 
	(f)	 	The signing, delivery and performance of this Agreement or the Operating
Agreement do
not violate the organizational documents of such party, or any material
agreement to
which such party is a party or by which such party is bound.





8.3 Unregistered Interests. Each Member (a) acknowledges that the Ownership
Interests
are being offered and sold without registration under the Securities Act of
1933, as amended, or
under similar provisions of state law, (b) represents and warrants that such
Person is an
accredited investor as defined for federal securities laws purposes, (c)
represents and warrants
that it is acquiring an Ownership Interest for such Person’s own account, for
investment, and




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with no view to the distribution of the Ownership Interest, and (d) agrees not
to Transfer, or to attempt to Transfer, all or any part of its Ownership
Interest without registration under The Securities Act of 1933, as amended, and
any applicable state securities laws, unless the Transfer is exempt from such
registration requirements.




8.4 Confidentiality. The Members shall consult with each other as to the form,
substance
and timing of all public announcements regarding the Company or this Agreement,
and no public
announcements regarding the Company or this Agreement shall be made by one
Member
without the consent of the other, which consent shall not be unreasonably
withheld or delayed.
Notwithstanding the foregoing, a Member may make such announcements, file such
documents
(including this Agreement) with the Securities and Exchange Commission and
other regulatory
authorities, and otherwise take such actions to comply with the requirements of
federal and state
securities laws as it deems necessary; provided, however, that to the extent
reasonably
practicable, each Member will provide the other with the portion of any such
announcement or
filing that refers to the Company, this Agreement and the transactions
contemplated by it in
advance of releasing or filing the same.




8.5 Exclusivity. During the term of this Agreement, no Member nor any of its
Affiliates will
seek to manage, develop or engage in a casino gaming operation in Gilpin
County, Colorado,
except through this Agreement and the Operating Agreement. Notwithstanding any
other
provision of this Agreement, the Members acknowledge and agree that Nevada
Gold’s interest in
Gold Mountain Development shall not be a violation of this exclusivity
restriction, provided that
Gold Mountain Development does not include gaming operations of any kind.




8.6 Conflicts. In the course of operating gaming at the Company’s casinos, it
is expected
that information will be shared between the Company and other operations
carried on by
Affiliates of Isle Colorado and Blackhawk Gold. Also, Affiliates of Isle
Colorado and
Blackhawk Gold will be entitled to carry on existing gaming and hotel
businesses, and to manage
or develop any new gaming or hotel business anywhere in the world, subject to
Section 8.5. In
the course of operating any such gaming and hotel businesses, Isle Colorado and
Blackhawk
Gold and their respective Affiliates will be entitled to solicit customers in
competition with the
Company’s casinos anywhere in the world, including Gilpin County, Colorado, and
Teller
County, Colorado, and any such activities shall not be deemed to be a conflict
of interest or
breach of any fiduciary obligation on the part of Isle Colorado or Blackhawk
Gold.




8.7 Waivers Generally. No course of dealing will be deemed to amend or
discharge any
provision of this Agreement. No delay in the exercise of any right will operate
as a waiver of
such right. No single or partial exercise of any right will preclude its
further exercise. A waiver
of any right on any one occasion will not be construed as a bar to, or waiver
of, any such right on
any other occasion.


8.8 Remedies for Breach. The rights and remedies of the parties set forth in
this Agreement
are neither mutually exclusive nor exclusive of any right or remedy provided by
law, in equity or
otherwise. The parties agree that all legal remedies (such as monetary
damages), subject to the
dispute resolution provisions of Article 6, as well as all equitable remedies (such as specific
performance), will be available for any breach or threatened breach of any provision of this
Agreement; provided, however, that no breach or threatened breach of this Agreement shall




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serve as the basis for or entitle any party to assert any claim against the
Company for damages or for any injunctive or equitable remedy against the
Company.




8.9 Notices. Any notices (including any communication or delivery) required or
permitted
under this Agreement will be in writing and will be addressed as follows:




	 	 	 	 	 
	

	 	 	 	If to Isle Colorado:
	

	 	 	 	Casino America of Colorado, Inc.
	

	 	 	 	Attention: President
	

	 	 	 	1642 Popps Ferry Road
	

	 	 	 	Biloxi, MS 39532
	 
	 	 	 	 
	With a copy to:

	 	 	 	Allan B. Solomon
	

	 	 	 	2200 Corporate Blvd., NW, Suite 310
	

	 	 	 	Boca Raton, FL 33431
	 
	 	 	 	 
	

	 	 	 	If to Blackhawk Gold:
	

	 	 	 	Blackhawk Gold, Ltd. 
	

	 	 	 	3040 Post Oak Boulevard, Suite 675
	

	 	 	 	Houston, Texas 77056
	

	 	 	 	Telephone: (713)621-2245
	

	 	 	 	Telecopier: (713) 621-6919
	

	 	 	 	Attention: H. Thomas Winn
	 
	 	 	 	 
	With a copy to:

	 	 	 	Brewer & Pritchard, P.C.
	

	 	 	 	Three Rivenvay, Suite 1800
	

	 	 	 	Houston, Texas 77056
	

	 	 	 	Telephone: (713)209-2950
	

	 	 	 	Telecopier: (713) 659-5302
	

	 	 	 	Attention: Thomas Pritchard







All notices may be made by mail, personal delivery, courier service or
facsimile machine, and will be effective upon delivery. Any Member may change
such Person’s address by notice to each other Member.




8.10 Costs. If the Company or any Member retains counsel for the purpose of
enforcing or
preventing the breach or any threatened breach of any provision of this
Agreement or the
Operating Agreement or for any other remedy relating to it, then the prevailing
party will be
entitled to be reimbursed by the nonprevailing party for all costs and expenses
so incurred
(including reasonable attorneys’ fees, costs of bonds, and fees and expenses
for expert witnesses)
unless the arbitrator or other trier of fact determined otherwise in the
interest of fairness.




8.11 Indemnification. Subject to Section 2.4 above, each Member hereby
indemnifies and
agrees to hold harmless the Company and each other Member from any liability,
cost or expense
arising from or related to any act or failure to act of such Member which is in
violation of this
Agreement or the Operating Agreement.




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8.12 Partial Invalidity. Wherever possible, each provision of this Agreement
will be
interpreted in such manner as to be effective and valid under applicable law.
However, if for any
reason any one or more of the provisions of this Agreement are held to be
invalid, illegal or
unenforceable in any respect, such action will not affect any other provision
of this Agreement.
In such event, this Agreement will be construed as if such invalid, illegal or
unenforceable
provision had never been contained in it.




8.13 Entire Agreement. This Agreement, together with the Operating Agreement,
which is
incorporated by reference herein, contains the entire agreement and
understanding of the
Members with respect to its subject matter, and it supersedes all prior written
and oral
agreements. No amendment of this Agreement will be effective for any purpose
unless it is made
in accordance with Section 8.1.




8.14 Benefit. The contribution obligations of each Member will inure solely to
the benefit of
the other Members and the Company, without conferring on any other Person any rights of
enforcement or other rights.




8.15 Binding Effect. This Agreement is binding upon, and inures to the benefit of, the
Members and their permitted successors and assigns; provided that, the parties
acknowledge that
any Transferee will have only the rights specified in Section 14.6 of the
Operating Agreement
(and no rights under this Agreement) unless admitted as a substitute Member in
accordance with
the Operating Agreement.




8.16 Further Assurances. Each Member agrees, without further consideration, to
sign and
deliver such other documents of further assurance as may reasonably be
necessary to effectuate
the provisions of this Agreement.




8.17 Headings. Article and section titles have been inserted for
convenience of reference
only. They are not intended to affect the meaning or interpretation of this Agreement.




8.18 Terms. Terms used with initial capital letters will have the meanings specified,
applicable to both singular and plural forms, for all purposes of this
Agreement. All pronouns
(and any variation) will be deemed to refer to the masculine, feminine or
neuter, as the identity
of the Person may require. The singular or plural include the other, as the
context requires or
permits. The word include (and any variation) is used in an illustrative sense rather than a
limiting sense.




8.19 Governing Law; Conflicts with Operating Agreement. This Agreement will be
governed by, and construed in accordance with, the laws of the State of
Colorado (except to the
extent preempted by any federal law or the gaming laws of any state or
governmental agency
having jurisdiction over the affairs of any Member). For purposes of the Act,
this Agreement
shall be deemed, together with the Operating Agreement, as the operating
agreement of the
Company. Any conflict or apparent conflict between the provisions of Article 3
of this
Agreement and the Operating Agreement or the Act will be resolved in favor of
the Operating
Agreement except as otherwise required by the Act.




8.20 Brokers Fees. The parties represent and warrant to one another that no
brokers fees will
be due and owing by the Company to any party in connection with the operation
of the Facilities.




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8.21 Approvals. The
Members hereby approve the Development Plan, the Credit Agreement and
the Management Agreement.


8.22 Guarantees. In
addition to the respective obligations of Isle of Capri and Nevada
Gold under this Agreement, Isle of Capri agrees to guarantee the
obligations of Isle Colorado under this Agreement and Nevada Gold
agrees to guarantee the obligations of Blackhawk Gold under this
Agreement.


8.23 No Joint Venture.
This Agreement shall not be deemed or construed to create an
agency relationship or joint venture among the parties hereto.






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.



	 	 	 
	

	 	CASINO AMERICA OF COLORADO, INC.
	

	 	a Colorado corporation
	 
	 	 
	

	 	By:


	

	 	Name:


	

	 	Title:


	 
	 	 
	

	 	BLACKHAWK GOLD, LTD.,
	

	 	a Nevada corporation
	 
	 	 
	

	 	By: -s- H. Thomas Winn


	

	 	Name: H. Thomas Winn
	

	 	Title: PRESIDENT
	 
	 	 
	

	 	ISLE OF CAPRI CASINOS, INC.
	

	 	a Delaware corporation
	 
	 	 
	

	 	By:


	

	 	Name:


	

	 	Title:


	 
	 	 
	

	 	NEVADA GOLD & CASINOS, INC.,
	

	 	a Nevada corporation,
	 
	 	 
	

	 	By: -s- H. Thomas Winn


	

	 	Name: H. Thomas Winn
	

	 	Title: PRESIDENT








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