1160294--3/31/2010--HERBST_GAMING

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{regulation, change, law}

{condition, economic, financial}

{customer, product, revenue}

{debt, indebtedness, cash}

{interest, director, officer}

{capital, credit, financial}

{operation, natural, condition}

{cost, contract, operation}

{personnel, key, retain}

{cost, regulation, environmental}

{gas, price, oil}

{stock, price, share}

{stock, price, operating}

We are undergoing a restructuring under Chapter 11 of the Bankruptcy Code and are operating as reorganized debtors. Although the Bankruptcy Court has confirmed the Plan, it is uncertain whether we will consummate the Plan or otherwise emerge from bankruptcy or achieve a viable operation. Although the Plan has been confirmed by the Bankruptcy Court and has an Effective Date of February 5, 2010 it will not be implemented until the Substantial Consummation Date. We cannot assure you that the conditions to the Substantial Consummation Date will be met or that the Plan will be consummated Prolonged continuation of the Chapter 11 Cases may harm our business. The volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our ability to access financing. Our operations, and the gaming industry as a whole, have been adversely affected by the recession. The gaming operations and casinos owned by the Company may be further adversely impacted if general economic conditions do not improve, which could lead to an adverse impact on the operations of the Company Our operations may be adversely impacted by increases in energy prices. Any increase in the price of gasoline may have an adverse impact on the results of our operations. The success of our route operations is dependent on our ability to renew our contracts. We may experience a loss of market share. Changes to applicable tax laws could have a material adverse effect on our financial condition. We face extensive regulation from gaming and other government authorities. We depend upon our key employees and certain members of our management. Our executive officers and members of our board of directors own 100% of the company and conflicts of interests could arise. The business of the Sands Regent Casinos and the Primm Casinos may be adversely impacted by expanded Native American gaming operations in California and the Pacific Northwest, which could lead to an adverse impact on the operations of the Company. Some Native American casinos have a lower minimum age requirement for gambling, which may increase their market share at the expense of our market share. Adverse winter weather conditions in the Midwest, the Sierra Nevada Mountains and Reno-Lake Tahoe area could have a material adverse effect on the results of operations and financial condition of our casinos, which could lead to an adverse impact on the results of operation and financial condition of the Company. Environmental legislations or regulations, if enacted, could lead to an adverse impact on the results of operation and financial condition of the Company if such legislations or regulations result in a smaller drive-in tourist market. The business of the Primm Casinos may be adversely impacted if their use of water exceeds allowances permitted by federal and local governmental agencies or if such governmental agencies impose additional requirements in connection with such use of water, which in each case could lead to an adverse impact on the operations of the Company. We may be unable to obtain slot machines or related technology from our third party supplier on a timely, cost-effective basis. Riverboats and dockside facilities are subject to risks relating to weather or mechanical failure and must comply with applicable regulations. Risks Related to Our Indebtedness We have had, and expect to have upon emergence from the bankruptcy proceedings, significant indebtedness. Our indebtedness imposes restrictive covenants on us.

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1160294--3/31/2010--HERBST_GAMING_INC