HORSESHOE GAMING HOLDING CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a83417exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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                                                                    EXHIBIT 10.1

                               PURCHASE AGREEMENT


        THIS PURCHASE AGREEMENT, effective as of the 1st day of July, 2002 (the
"Agreement"), by and between Horseshoe Gaming Holding Corp., a Delaware company
("Horseshoe"), and G. A. Robinson III ("Seller").

                                    RECITALS:

        Horseshoe is a casino owner/operator with its principal office in Tinley
Park, Illinois.

        Seller is the current owner of 237.15 shares ("Ownership Interest") of
Horseshoe and Seller has a capital account with a balance of $2,796,808.00 (the
"Capital Account"). Seller desires to sell 68.00 shares (the "Redeemed Shares").
Seller shall retain ownership of 169.15 shares.

        Horseshoe and Seller have agreed that the fair market value of the
Redeemed Shares is Two Million, Five Hundred Twelve Thousand, Seven Hundred and
Thirty-six Dollars ($2,512,736.00).

        NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:

        1. Subject to the terms and conditions set forth herein, Seller agrees
to sell, transfer, convey, assign and deliver to Horseshoe, and Horseshoe agrees
to purchase, acquire and accept from Seller, the Redeemed Shares, at the price
of $2,512,736.00 (the "Purchase Price"), payable in cash within fifteen (15)
days of receipt of all required regulatory approvals.

        2. Seller hereby unconditionally releases and discharges Horseshoe from
any and all claims, known or unknown, directly or indirectly related to or in
any way connected with the Redeemed Shares and any and all agreements in any way
connected with or related thereto other than this Agreement. Seller's capital
account shall be reduced by $801,942.00 representing a proportional reduction to
this Capital Account as a result of the sale of the Redeemed Shares.

        3. Seller represents and warrants that Seller is the lawful record and
beneficial owner of the Redeemed Shares, free and clear of any liens, claims,
encumbrances, marital property rights, security agreements, equities, options,
charges or restrictions of any kind. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and may be
amended only by writing signed by each party hereto.

        4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

        5. This Agreement and the rights and obligations of the Company and the
Seller hereunder shall be governed by, and shall be construed and enforced in
accordance with, the internal


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laws of the State of New York (including Section 5-1401 of the General
Obligations Law of the State of New York), without regard to conflicts of laws
principles.

        6. This Agreement is subject to the approval of the appropriate gaming
regulatory authorities where required. The transfer of the Redeemed Shares
hereunder and the payment of the Purchase Price as consideration therefore shall
not occur unless and until any required approval is obtained.

        7. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.

        8. Horseshoe, on the one hand, and Seller, on the other hand, shall pay
their respective fees and expenses incurred by them in connection with the
transaction contemplated herein.

        9. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms and provisions of
this Agreement in any other jurisdiction.

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

                                            HORSESHOE:

                                            HORSESHOE GAMING HOLDING CORP.
                                            a Delaware corporation


                                            By: /s/ Kirk Saylor
                                            ------------------------------------
                                            Kirk Saylor, Chief Financial Officer

                                            SELLER:


                                            /s/  G. A. Robinson III
                                            ------------------------------------
                                            G. A. Robinson III


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