ASSET
PURCHASE AGREEMENT

    


    by

    


    NG
Washington II, LLC

    as
Buyer

    


    and

    


    Grant
Thornton Ltd.

    as
Receiver

    for

    Big
Nevada, Inc.

    Gameco,
Inc.

    Gaming
Consultants, Inc.

    Gaming
Management, Inc.

    Golden
Nugget Tukwila, Inc.

    Hollydrift
Gaming, Inc.

    Little
Nevada, Inc.

    Mill
Creek Gaming, Inc.

    Royal
Casino Holdings, Inc.

    and

    Silver
Dollar Mill Creek, Inc.

    


    Date:
April 14, 2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
PURCHASE AGREEMENT

     

    This
Asset Purchase Agreement (this “Agreement”) is made
as of April 14, 2010 (the “Effective Date”), by
(i) NG Washington II, LLC, a Washington limited liability company (“Buyer”), and (ii)
Grant Thornton Limited in its capacity as court-appointed receiver and not in
its personal capacity (the “Receiver”) for Big
Nevada, Inc., a Washington corporation (“Big Nevada”), Gameco,
Inc., a Washington corporation (“Gameco”), Gaming
Consultants, Inc., a Washington corporation (“Gaming Consultants”),
Gaming Management, Inc., a Washington corporation (“Gaming Management”),
Golden Nugget Tukwila, Inc., a Washington corporation (“Golden Nugget”),
Hollydrift Gaming, Inc., a Washington corporation (“Hollydrift”), Little
Nevada, Inc., a Washington corporation (“Little Nevada”), Mill
Creek Gaming, Inc., a Washington corporation (“Mill Creek”), Royal
Casino Holdings, Inc., a Washington corporation (“RCH”), and Silver
Dollar Mill Creek, Inc., a Washington corporation (“Silver Dollar”, and
together with Big Nevada, Gameco, Gaming Consultants, Gaming Management, Golden
Nugget, Hollydrift, Little Nevada, Mill Creek, RCH, and Silver Dollar, each a
“Company” and
collectively the “Companies”).


     

    RECITALS

     

    A.           On
April 15, 2009, Evergreen Gaming Corporation, a British Columbia corporation
(“Evergreen”),
and nineteen (19) of Evergreen’s Canadian and U.S. affiliates each filed a
petition in the Vancouver Registry of the Supreme Court of British Columbia (the
“Canadian
Court”) under the Companies’ Creditors Arrangement
Act, R.S.C. 1985, c.C-36 and C-44 (the “CCAA”) and the
Business Corporations Act, S.B.C. 2002, c.57 (the “CCAA
Proceeding”).  Deloitte & Touche, Inc. was initially
appointed monitor of those companies in the CCAA Proceeding (the “Original
Monitor”).

     

    B.           The
U.S. affiliates of Evergreen that filed for protection in the CCAA Proceeding
include Washington Gaming, Inc., a Washington corporation (“WGI”), and the
Companies.

     

    C.           On
April 15, 2009, the Original Monitor in the CCAA Proceeding filed petitions on
behalf of Evergreen, WGI and certain subsidiaries of WGI (including the
Companies) in the United States Bankruptcy Court for the Western District of
Washington (such court the “Bankruptcy Court” and
such proceeding the “U.S. Proceeding”)
seeking recognition of the CCAA Proceeding as a foreign main proceeding under
Sections 1504 and 1515 of the United States Bankruptcy Code, 11. U.S.C. §§101 et
seq. (the “U.S.
Bankruptcy Code”), and recognition of the Original Monitor as foreign
representative of Evergreen, WGI and certain subsidiaries of WGI (including the
Companies), as defined in 11 U.S.C. §101(23).

     

    D.           On
June 24, 2009, with the consent of Evergreen and WGI, the Canadian Court entered
an order appointing Grant Thornton Limited as receiver over all of the assets
and undertakings of certain subsidiaries of Evergreen.

     

    E.           On
July 3, 2009, with the consent of Evergreen and WGI, the Canadian Court entered:
(i) an order approving a settlement agreement among Evergreen, WGI, certain
subsidiaries of WGI (including the Companies), Mountlake Gaming, Inc., Riverside
Casino, Inc., Norman Osatuik and Cory Coyle, on the one hand, and Fortress
Credit Corp. (“FCC”), Fortress
Credit Opportunities I LP (“FCO”) and Fortress
Credit Funding II LP (“FCF,” and
collectively with FCC and FCO, “Fortress”), on the
other; and (ii) an order (the “Receivership Order”)
appointing Grant Thornton Limited as the Receiver of the assets and undertakings
of certain subsidiaries of WGI (including the Companies) and replacing Deloitte
& Touche, Inc. with the Receiver as the monitor in respect of the
Companies.

     

    F.           On
July 6, 2009 (the “Receivership Order
Date”), the Bankruptcy Court entered orders (i) recognizing the CCAA
Proceeding as a foreign main proceeding under Section 1515 of the U.S.
Bankruptcy Code; (ii) recognizing the Receiver as the foreign representative of
certain subsidiaries of WGI (including the Companies); and (iii) retaining the
Original Monitor as foreign representative of WGI.

     

    G.           The
Receiver desires to sell to Buyer, and Buyer desires to purchase from the
Receiver, all of the assets (other than Excluded Assets) of the
Companies.  In addition, in connection with such sales and purchases,
Buyer desires to assume certain real property leases and executory contracts to
which the Companies are parties.

     

    H.           Each
of the Companies is engaged directly or indirectly in the business of
state-licensed gambling activities, including the businesses engaged in by the
Companies that are the subject of this Agreement (collectively, the “Businesses” and each
a “Business”).  The
Business engaged in by each Company is more fully described in Schedule
H.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I.           The
Receiver’s obligations under this Agreement, and the transactions contemplated
by this Agreement are expressly subject to the approval of the Canadian Court
and the Bankruptcy Court and will be consummated only pursuant to orders to be
entered in the CCAA Proceeding and the U.S. Proceeding.

     

    AGREEMENT

     

    The
parties, intending to be legally bound, and based upon the mutual covenants and
agreements contained herein, and for such further good and valuable
consideration the receipt and sufficiency of which are hereby mutually
acknowledged, agree as follows:

     

    1.        DEFINITIONS
AND INTERPRETATION

     

    1.1           DEFINED
TERMS

     

    For
purposes of this Agreement, capitalized terms used in this Agreement have the
meanings specified or referred to in Schedule
1.1.

     

    1.2           INTERPRETATION

     

    The
following rules of interpretation apply throughout this Agreement:

     

    (a)           The
word “or” is used in the inclusive sense of “and/or”.  The word
“including” (and “include” and variations thereof) means including without
limiting the generality of any description preceding such
term.  Unless otherwise specified, the words “hereof,” “herein,”
“hereby,” “hereunder,” and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this
Agreement.

     

    (b)           The
headings in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  Except as
otherwise indicated, all references in this Agreement to “Sections,” “Exhibits”
and “Schedules” are intended to refer to Sections of this Agreement and Exhibits
and Schedules to this Agreement.

     

    (c)           Whenever
used herein, unless otherwise specified, the singular number shall include the
plural, the plural shall include the singular, and the use of any gender shall
be applicable to both genders.

     

    (d)           Unless
otherwise specified, all references to monetary amounts are to currency of the
United States of America.

     

    (e)           The
phrase “the parties hereto” refers to Buyer and the Receiver, and the phrase
“the other party or parties hereto” refers to Buyer, on the one hand, or the
Receiver, on the other hand.

     

    (f)           When
calculating the period of time before which, within which or following which any
act is to be done or step is to be taken under this Agreement, the reference
date in calculating such period shall be excluded.  If the last day of
such period is a non-Business Day, the period in question shall end on the next
succeeding Business Day.

     

    (g)           The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual agreement; any Law, regulation, or rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be applied in the construction or interpretation of
this Agreement.

     

    
      
        
        

      

      
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    2.        SALE
OF ASSETS

     

    2.1           SALE
OF ASSETS

     

    Subject
to the terms and conditions set forth in this Agreement, the Receiver will sell,
assign, transfer, convey and deliver to Buyer, and Buyer will purchase and
acquire from the Receiver, at the Closing, all right, title and interest of each
of the Companies in, to and under all of the properties, assets and rights owned
by the Companies and used in the Businesses of every kind, character and
description, whether tangible, intangible, real, personal or mixed and
wheresoever located, whether carried on the books of the Companies or not
carried on the books of the Companies due to expense, full depreciation or
otherwise, other than Excluded Assets, but including (i) those Tangible Personal
Property assets listed on Schedule 2.1, (ii)
customer and player lists for the Casinos (and any data or documentation
relating to this clause (ii) that is (A) in the Sonoma system database
maintained by the Companies and/or (B) in the Receiver’s possession), and (iii)
Current Assets as set forth on the Final Working Capital (the assets so
purchased and acquired, collectively, the “Purchased
Assets”).  The Purchased Assets will be transferred to Buyer
free and clear of all interests pursuant to Section 363 of the U.S. Bankruptcy
Code, and to the extent that assets to be transferred are Executory Contracts or
leases, such Executory Contracts or leases will be assumed and assigned pursuant
to Section 365 of the U.S. Bankruptcy Code or other applicable Law (as more
fully described in Sections 2.3 and 2.4 below).

     

    2.2           EXCLUDED
ASSETS

     

    Notwithstanding
anything to the contrary in this Agreement, the Purchased Assets shall exclude
all of the following (collectively, the “Excluded Assets”):
(i) subject to Section 9.8, inventories of beer, wine and spirits in each case
if and to the extent that the requisite approval of the WSGC and WSLCB, as
applicable, to the sale thereof to Buyer has not been obtained; (ii) any
Contract that does not become an Assumed Contract pursuant to Buyer’s
designation rights set forth in Section 2.3 (including, without limitation, any
Contract having a consent requirement in favor of the counterparty thereto,
which such consent cannot be obtained or, alternatively, for which court
authority obviating the need for such consent cannot be obtained )
(collectively, “Excluded Contracts”),
and as to any such Excluded Contract that is an Executory Contract, all assets
subject thereto; (iii) all securities, whether capital stock or debt securities,
of any Company or any other entity; (iv) all rights and claims in or to any
refunds or credits of or with respect to any Taxes, assessments or similar
charges paid by or on behalf of any Company; (v) Tax Returns and tax records,
minute books, stock transfer books and corporate seals of any Company; (vi) all
suits, rights, claims and causes of action of any Company against any other
party, including claims against any current or former officer, director,
employee, shareholder, principal, agent or representative of such Company, other
than Assumed Claims; (vii) subject to applicable Law, all preference or
avoidance claims and actions of any Company arising under Chapter 5 of the U.S.
Bankruptcy Code or comparable state Law; (viii) all instruments, receivables,
accounts receivable and unbilled costs and fees outstanding or owing between or
among the Companies or between any Company and other Affiliate of Evergreen and
all causes of action relating or pertaining to the foregoing; (ix) refunds and
recoveries under any insurance policies relating to the Purchased Assets or the
operation of the Businesses prior to the Closing; (x) any and all consents,
approvals, licenses or permits issued to the Companies by Governmental
Authorities that are not transferable and (xi) those additional assets, if any,
listed on Schedule
2.2.

     

    For the
avoidance of doubt, the Purchased Assets also do not include (i) the Receiver’s
rights under this Agreement or any cash and non-cash consideration payable or
deliverable to the Receiver by Buyer pursuant to the provisions hereof; and (ii)
Player Supported Jackpots, which Buyer acknowledges are not assets of the
Companies and which will, in accordance with applicable Washington Law, be
distributed by the Receiver to the appropriate players or donated to the
Washington State Council on Problem Gambling, as determined by the
Receiver.

     

    2.3           ASSUMED
REAL PROPERTY LEASES: EXECUTORY CONTRACT DESIGNATION

     

    (a)           Buyer
hereby confirms to the Receiver that Buyer shall assume those Real Property
Leases listed on Schedule 2.3(a)
attached hereto (the “Assumed Real Property
Leases”) subject only to the express conditions set forth
herein.  No later than five (5) Business Days after the Effective
Date, Buyer shall deliver to the Receiver a written notice (the “EC Notice”) (i)
designating each Executory Contract proposed to be assigned to and assumed by
Buyer pursuant to this Agreement, at Buyer’s sole discretion, and (ii)
identifying the Undisputed Cure Costs with respect to such Executory
Contracts.

     

    On or
prior to the Designation Deadline, Buyer shall notify the Receiver in writing of
those Executory Contracts (other than the Assumed Real Property Leases), if any,
set forth on the EC Notice to be assumed by the Receiver and assigned to and
assumed by Buyer pursuant to this Agreement (such Executory Contracts other than
the Assumed Real Property Leases are collectively, the “Assumed
Contracts”).

     

    (b)           In
connection with the motion to approve this Agreement and the transactions
contemplated hereby, the Receiver shall move the Bankruptcy Court for an order
approving assumption and assignment of the Assumed Real Property Leases and
Assumed Contracts and fixing the amounts of cure in the amounts of the
Undisputed Cure Costs (the “Assumption and Cure
Motion”).  In cases in which the Receiver is unable to
determine that any monetary default exists, the Assumption and Cure Motion shall
seek to fix the cure amount at zero for such Assumed Real Property Lease or such
Assumed Contract.  To the extent a counterparty to an Assumed Real
Property Lease or an Assumed Contract objects or otherwise challenges the cure
costs as proposed by the Receiver and asserts a different monetary amount that
must be paid, and/or nonmonetary obligations that otherwise must be satisfied,
including pursuant to Section 365(b)(1)(A) and (B) of the U.S. Bankruptcy Code,
in order for Buyer to assume such Assumed Real Property Lease or Assumed
Contract pursuant to this Agreement, the difference between the Undisputed Cure
Costs determined by the Receiver and such amounts and/or nonmonetary obligations
determined by such counterparty shall be referred to as the “Disputed Cure
Costs”.

     

    
      
        
        

      

      
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    (c)           Buyer
shall be obligated to pay at or prior to Closing all Undisputed Cure Costs, if
any, associated with the assumption of the Assumed Real Property Leases and the
Assumed Contracts and shall be obligated to deposit at or prior to Closing with
the Receiver in trust any and all Disputed Cure Costs.  The Disputed
Cure Costs shall only be paid by Buyer from funds deposited by Buyer with the
Receiver pursuant to the immediately preceding sentence, in whole or in part,
upon resolution of disputes regarding the amount of cure pursuant to Order of
the Bankruptcy Court or mutual agreement between Buyer and the counterparty to
the applicable Assumed Real Property Lease or Assumed Contract.  The
Receiver and Buyer shall cooperate in reaching a prompt resolution of any such
Disputed Cure Costs remaining after Closing.

     

    (d)           The
Receiver shall use commercially reasonable efforts to cooperate with Buyer in
its efforts to reduce the Disputed Cure Costs, including, without limitation,
commercially reasonable efforts to provide Buyer with access to relevant
business records, personnel and equipment of the Companies in order to allow
Buyer to assist with evaluating the Disputed Cure Costs, in each case at Buyer’s
sole cost and expense.

     

    (e)           To
the extent that the Bankruptcy Court determines that adequate assurances are
required from Buyer with respect to any Assumed Real Property Lease or Assumed
Contract, Buyer shall provide such commercially reasonable assurances at its
sole cost and expense.

     

    2.4           ASSIGNMENT
OF CONTRACTS AND RIGHTS; ASSIGNMENT OF LEASES; ASSIGNMENT OF CERTAIN OTHER
EXECUTORY CONTRACTS

     

    The
Purchased Assets (including the Assumed Real Property Leases and the Assumed
Contracts) will be sold, assigned to, transferred to and assumed by Buyer
pursuant to the Receivership Order and Sections 363, 365 and other applicable
provisions of the U.S. Bankruptcy Code as of the Closing.

     

    The
Receiver shall use commercially reasonable efforts, and Buyer shall cooperate
with the Receiver, including by providing the information described in Section
9.4(f), to obtain any required consents of any third party or court approvals
required for the assignment of any Assumed Real Property Lease, Assumed Contract
or other Purchased Asset.  Buyer shall pay all costs and expenses
incurred by the Receiver in obtaining such consents, provided that Buyer
approves of such costs and expenses in advance, which approval shall not be
unreasonably withheld.  With the prior written consent of the
Receiver, Buyer may have direct communications with any such third parties for
the sole purpose of seeking to obtain any such consent(s).  To the
extent the Receiver is unable to obtain any required consent or court approvals
for the assignment of any Assumed Real Property Lease(s), the Receiver may take
such other action as it deems appropriate, including, without limitation,
pursuant to the U.S. Bankruptcy Code, to effect an assignment of such Assumed
Real Property Lease(s) to Buyer.

     

    Except as
otherwise provided in Section 2.6, but notwithstanding any other provision of
this Agreement (other than Section 2.6) to the contrary, if the consent of a
third party is required as to the assignment of any particular Executory
Contract or other asset intended to be a Purchased Asset (or any right
thereunder), other than an Assumed Real Property Lease, and such consent is not
obtained or such assignment is not attainable over the objection of that party
pursuant to applicable Law (including, without limitation, the CCAA, s. 47 of
the Bankruptcy and Insolvency Act (Canada), s. 39 of the Law and Equity Act
(British Columbia) and Section 105, 363 or 365 of the U.S. Bankruptcy Code),
then such Executory Contract or other asset shall not be a Purchased Asset and
shall not be transferred hereunder, but the Closing shall proceed, without
adjustment to the Purchase Price, with respect to the remaining Purchased
Assets; provided, however,
that if such Executory Contract that is not transferred is an Assumed
Real Property Lease, then the Purchase Price payable to the Receiver shall be
reduced dollar for dollar by the amount allocated to the Casino to which such
Assumed Real Property Lease relates as set forth on Schedule
2.6(b).

     

    2.5           INSTRUMENTS
OF TRANSFER; ASSUMPTION OF LIABILITIES

     

    The sale,
assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer
shall be made by the bills of sale, assignments and other instruments of
assignment, transfer and conveyance provided for in Section 4 and such other
instruments as may reasonably be requested by Buyer to sell, transfer, convey,
assign and deliver the Purchased Assets to Buyer.  The assumption of
the Assumed Liabilities by Buyer shall be made by the Bill of Sale and
Assignment and Assumption Agreement provided for in Section 4 and such other
instruments as may reasonably be requested by the Receiver to evidence
assumption of the Assumed Liabilities by Buyer.

     

    
      
        
        

      

      
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    2.6           ELECTION
OF MULTIPLE CLOSINGS

     

    Notwithstanding
any other provision of this Agreement, and whether or not such other provision
references this Section 2.6, if the assumption and assignment of the Assumed
Real Property Leases have been obtained pursuant to the Approval Orders as to
one or more, but fewer than all, of the Casinos, then provided that if the
Receiver or Buyer so elects upon written notice to the other party:


     

    (a)           An
initial Closing shall occur (on and subject to the terms and conditions set
forth herein) only as to the Casinos as to which the assignment and assumption
of such Assumed Real Property Leases have been, or at such Closing will be,
obtained, and in connection therewith:

     

    (i)           Title
shall be transferred to Buyer at such initial Closing only as to those Purchased
Assets (including without limitation those Assumed Real Property Lease(s) and
those Assumed Contracts), and Buyer shall assume only those Assumed Liabilities,
constituting or located at, or otherwise related to, the Casino or Casinos
described in this Section 2.6(a);

     

    (ii)           Buyer
shall pay at such initial Closing only the Undisputed Cure Costs, and shall be
obligated to deposit with the Receiver in trust, or otherwise secure payment of,
any and all Disputed Cure Costs, relating to those Assumed Real Property
Lease(s) and Assumed Contract(s) assumed by Buyer at such initial
Closing;

     

    (iii)           The
amount payable by the Buyer to the Receiver at such initial Closing shall be in
adjusted and paid in accordance with Section 3.1(c); and

     

    (iv)           The
Working Capital Adjustment Amount shall be separately calculated and paid in
accordance with Section 3.4 as to the Casino or Casinos described in this
Section 2.6(a); and

     

    (b)          At
such time or times as all conditions set forth in Section 2.6(c) to the
consummation of the sale of any one or more Casinos not sold to and purchased by
Buyer at the initial Closing pursuant to Section 2.6(a), then upon not less than
five (5) Business Days’ prior written notice given by the Receiver or Buyer to
the other party, an additional Closing (each such additional Closing an “Extension Closing”)
shall be held as to each Casino as to which such additional assignment and
assumption of Assumed Real Property have then been obtained, and in connection
therewith:

     

    (i)           Title
shall be transferred to Buyer at such Extension Closing as to those Purchased
Assets (including without limitation those Assumed Real Property Lease(s) and
those Assumed Contracts), and Buyer shall assume those Assumed Liabilities,
constituting or located at, or otherwise related to, the Casino or Casinos
described in this Section 2.6(b) as to which such Extension Closing
relates;

     

    (ii)           Buyer
shall pay at such Extension Closing only the Undisputed Cure Costs, and shall be
obligated to deposit with the Receiver in trust, or otherwise secure payment of,
any and all Disputed Cure Costs, relating to those Assumed Real Property
Lease(s) and Assumed Contract(s) assumed by Buyer at such Extension
Closing;

     

    (iii)           The
amount payable by the Buyer to the Receiver at such Extension Closing shall be
adjusted and paid in accordance with Section 3.1(c); and

     

    (iv)           The
Working Capital Adjustment Amount shall be separately calculated and paid in
accordance with Section 3.4 as to the Casino or Casinos described in this
Section 2.6(b) as to which such Extension Closing relates.

     

    If the
Purchased Assets constituting or located at more than one Casino are not sold to
Buyer at the initial Closing, the Receiver or Buyer may determine (with written
notice of such determination being given to the other party) that such other
Casinos shall be sold to Buyer on a seriatim basis and at multiple Extension
Closings (subject in each case to the satisfaction of all of the conditions set
forth in Section 2.6(c) as to the applicable Casino) or that a single Extension
Closing shall be held at such time as all conditions to the sale of all such
Casinos set forth in Section 2.6(c) have been or will be satisfied; provided, however, that
notwithstanding anything herein to the contrary:

     

    (A)           The
initial Closing shall include: (x) Sea-Tac Casino; (y) at least three (3) of the
following Casinos: GN Tukwila Casino, Millcreek Casino, Royal Casino, and Renton
Casino; and (z) the assets that are among the Purchased Assets (including but
not limited to the Assumed Contracts) of Gameco, Gaming Consultants and Gaming
Management; each on and subject to the terms and conditions hereof;

     

    
      
        
        

      

      
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    (B)           The
Casino, if any, not acquired by Buyer pursuant to clause 2.6(b)(A)(y), the Club
Hollywood Casino, and the SD Tukwila Casino shall be sold to Buyer, on and
subject to the terms and conditions hereof, only concurrently with, or after,
Buyer’s acquisition of the Casinos and other Purchased Assets referred to in
clause 2.6(b)(A), in any order and pursuant to one or more Extension
Closings.

     

    If more
than one Closing is or is provided to be held pursuant to this Section 2.6, then
except where the context otherwise requires, all of the provisions of this
Agreement relating to the “Closing” and the “Closing Date” and the actions to be
taken by the parties in connection therewith shall apply mutatis mutandis to the
initial Closing and each Extension Closing and to the initial Closing Date and
date on which an Extension Closing occurs (each an “Extension Closing
Date”), except as the context otherwise requires.

     

    (c)          The
obligation of Buyer to purchase the Purchased Assets and to take the other
actions required to be taken by Buyer at an Extension Closing is subject to the
satisfaction, at or prior to the Extension Closing, of each of the following
conditions (each of which may be waived by Buyer, in whole or in
part):

     

    (i)           Each
of the conditions set forth in Section 10, except for the condition set forth in
Section 10.8, shall have been satisfied; and

     

    (ii)           As
to the Casino or Casinos to which the Extension Closing relates, an assignment
and assumption of, or court approvals for the assignment of, the Assumed Real
Property Leases related to such Casino or Casinos shall have been, or at such
Extension Closing will be obtained.

     

    (d)          If
an initial Closing occurs pursuant to Section 2.6(a) and fewer than all of the
Casinos are acquired at such Closing then, simultaneously with the initial
Closing, Buyer (or an Affiliate of Buyer approved by the Receiver, referred to
herein as the “Service
Supplier”) and the Receiver shall enter into a service supplier agreement
(the “Service Supplier
Agreement”), pursuant to which the Service Supplier will provide
management services to the Casinos that are retained by the
Receiver.  Such agreement shall be consistent with the terms and
conditions set forth on the “Summary of Terms of Service Supplier Agreement”
attached as Schedule
2.6(d).  The parties agree that a material default, after
notice and cure, under the Service Supplier Agreement by the Service Supplier
shall be a material default by Buyer under this Agreement, and that a material
default, after notice and cure, under the Service Supplier Agreement by the
Receiver shall be a material default by the Receiver under this
Agreement.

     

    3.        CONSIDERATION

     

    The
aggregate consideration to be paid by Buyer to the Receiver for the Purchased
Assets (the “Purchase
Price”) shall consist of (i) an amount equal to (w) Eleven Million
Seventy Thousand Dollars ($11,070,000) (the “Base Consideration
Amount”), minus
(x) the amount set forth next to any Casino that is not included in any Closing
in accordance with Section 3.1(c), plus or minus (y) the Working Capital
Adjustment Amount, plus
or minus (z) the EBITDA
Adjustment Amount, and (ii) the assumption of the Assumed
Liabilities.

     

    3.1           PAYMENT
OF BASE CONSIDERATION AMOUNT

     

    The Base
Consideration Amount shall be paid as follows:

     

    (a)           By
the close of business on the second (2nd) Business Day after the Effective Date,
Buyer will deposit One Million Dollars ($1,000,000) (including any interest from
time accrued thereon, the “Deposit”), by wire
transfer in immediately available funds, in a United States bank account (the
“Escrow
Account”) controlled by U.S. Bank, National Association (the “Escrow Agent”)
pursuant to the Escrow Agreement by and among Buyer, the Receiver and the Escrow
Agent. The Deposit will be held in escrow by the Escrow Agent and applied as set
forth herein.

     

    (b)           If
the Closing occurs, then:

     

    (i)           The
Deposit (x) will be paid to the Receiver, and Buyer and the Receiver will
instruct the Escrow Agent to deliver the Deposit to the Receiver (by wire
transfer to one or more accounts designated by the Receiver prior to the Closing
Date) at the Closing in immediately available funds, and (y) will be credited
dollar for dollar against the Purchase Price;

     

    (ii)           Buyer
will pay to the Receiver (by wire transfer to an account designated by the
Receiver to Buyer prior to the Closing Date) the amount of (x) Six Million
Dollars ($6,000,000) minus (y) the Deposit (the
“Cash Payment”)
at the Closing in immediately available funds; and

     

    
      
        
        

      

      
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    (iii)           Subject
to Section 3.1(c),and on terms and conditions acceptable to each of Buyer and
Fortress as set forth in the definitive Fortress Loan Documents to be entered
into by FCC Lender and Buyer (or an entity that directly or indirectly owns and
controls Buyer) at Closing, Buyer (or such entity that directly or indirectly
owns and controls Buyer) will be indebted to FCC Lender at Closing, in an amount
equal to the lesser of (A) Five Million Seventy Thousand Dollars ($5,070,000) or
(B) the Base Consideration Amount (as may be adjusted pursuant to Section
3.1(c)) minus Six
Million Dollars ($6,000,000) (the “Fortress
Accommodation”). The parties acknowledge that there will be
no  cash payment  in connection with the Fortress Accommodation by
either FCC Lender or Buyer to the Receiver.

     

    (c)           Notwithstanding
the foregoing, if an initial Closing and one or more Extension Closings are to
occur pursuant to Section 2.6, then the Base Consideration Amount shall be
reduced as provided in Schedule 2.6(b) and
the amount of the Fortress Accommodation shall
be reduced accordingly dollar for dollar.  If the adjustment to the
Base Consideration Amount made pursuant to Schedule 2.6(b)
exceeds the amount of the Fortress Accommodation, then
the Cash Payment shall also be reduced, dollar for dollar, to an amount that
results in Buyer’s delivery of the portion of the Base Consideration Amount
allocable to the Purchased Assets being transferred to Buyer on the applicable
Extension Closing Date.

     

    (d)           If
this Agreement is terminated pursuant to Section 12, the Deposit will be applied
as specified in Section 12.

     

    3.2           ASSUMED
LIABILITIES

     

    Effective
as of the Closing (except as otherwise provided in Section 2.6) and subject to
Buyer’s obligation to pay or deposit all cure costs as provided in Section
2.3(c), the Receiver at the Closing shall assign to Buyer all of the Companies’
respective interests under the Assumed Real Property Leases and the Assumed
Contracts (specifically excluding the Excluded Contracts) and Buyer shall assume
all liabilities and obligations of the Companies (i) then existing with respect
to accounts payable to trade creditors of the Businesses incurred after the
Receivership Order Date; (ii) incurred after the Receivership Order Date under
the Assumed Real Property Leases and the Assumed Contracts (whether accrued as
of the Closing or arising thereafter); (iii) arising in connection with the use
and operation of the real property subject to the Assumed Real Property Leases
and the other Purchased Assets from and after the Closing; (iv) for casino
chips, pull tabs and other gaming instruments then representing a claim against
the Companies’ Businesses; and (v) as may be set forth or described in Schedule 3.2, solely
to the extent those liabilities and obligations included in clauses (i) through
(iv) are expressly included in the Actual Working Capital (the liabilities and
obligations described in this Section 3.2 collectively, the “Assumed
Liabilities”).  The terms of Buyer’s assumption of the Assumed
Liabilities shall expressly include a release of any liability of the Companies
for such Assumed Liabilities.

     

    3.3           EXCLUDED
LIABILITIES

     

    Except
for the Assumed Liabilities specifically assumed by Buyer as set forth in
Section 3.2 and as otherwise expressly provided in this Agreement, Buyer is not
assuming, nor shall be liable for, any other liability or obligation of the
Receiver or the Companies, including, without limitation, any liabilities
associated with employee benefit plans, any liabilities associated with
employees of the Companies, and any liabilities of the Companies that are
associated with any Excluded Contract (such other liabilities and obligations
collectively, the “Excluded
Liabilities”).  Notwithstanding anything to the contrary in
this Agreement, the Excluded  Liabilities shall include, without
limitation, (i) any accounts payable not included as a current liability set
forth in the Actual Working Capital, (ii) except as expressly provided in
Section 9.6, any liability or obligation of the Companies for Taxes, including
without limitation, gaming excise taxes or payroll taxes, due and payable for
all periods through and including the Closing Date except to the extent included
as a current liability set forth on the Actual Working Capital and (iii) except
as expressly provided in Section 9.7, any liability or obligation to any
employees of each Company through and including the Closing Date, including
those under any existing Plan maintained by the Companies.

     

    3.4           WORKING
CAPITAL ADJUSTMENT AMOUNT

     

    Subject
to Section 2.6, the Working Capital Adjustment Amount shall be calculated
separately as to each Casino and paid as follows:

     

    (a)           Not
more than five (5) Business Days prior to the scheduled Closing Date, the
Receiver shall in good faith prepare or cause to be prepared, and in doing so,
shall reasonably cooperate and consult with Buyer, and thereafter deliver to
Buyer, a computation of the estimated Working Capital of such Casino determined
as of the Closing Time of such Casino (the “Close of
Business”) on the Closing Date (the
“Estimated Working
Capital”), which computation shall be prepared in accordance with the
Agreed Accounting Principles and shall be consistent with the methodology agreed
to between Buyer and the Receiver and attached hereto as Schedule
3.4(a).  If the Estimated Working Capital exceeds One Dollar
($1.00), then in addition to the amount otherwise payable by Buyer pursuant to
Section 3.1, Buyer shall pay to Receiver at the Closing an amount equal to such
excess.  If the Estimated Working Capital of such Casino is less than
One Dollar ($1.00), Buyer shall deduct from the amount otherwise payable by
Buyer pursuant to Section 3.1 an amount equal to such deficiency.

     

    
      
        
        

      

      
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    (b)           As
promptly as practicable, but no later than thirty (30) days after the Closing
Date, the Receiver shall in good faith prepare or cause to be prepared, and in
doing so, shall reasonably cooperate and consult with Buyer, and thereafter
deliver to Buyer, a computation of the actual Working Capital of such Casino
determined as of the Close of Business on the Closing Date (the “Final Working
Capital”), which computation will be prepared in accordance with the
Agreed Accounting Principles on a basis consistent with the Estimated Working
Capital.

     

    (c)           If
within thirty (30) days following delivery to Buyer of the Receiver’s
calculation of the Final Working Capital of such Casino, Buyer has not given the
Receiver a written notice (an “Objection Notice”) of
Buyer’s disagreement with such calculation (which notice must contain a
statement of the basis of Buyer’s disagreement and a reasonably detailed
statement of Buyer’s calculation of such Final Working Capital and which
disagreement shall be limited to whether the calculation of Final Working
Capital was undertaken in a manner consistent with the Agreed Accounting
Principles and the terms of this Agreement and whether there were mathematical
or factual errors in the calculation of such Final Working Capital), then the Final Working
Capital of such Casino as set forth in the Receiver’s calculation will be used
in computing the Working Capital Adjustment Amount.  If Buyer delivers
an Objection Notice to the Receiver, Buyer and the Receiver will endeavor to
resolve all disagreements noted in the Objection Notice in good faith as soon as
practicable after the delivery of such Objection Notice.  If such
parties do not obtain a final resolution within thirty (30) days after the
Receiver has received the Objection Notice, then the issues in dispute will be
submitted to the Independent Accountants for resolution pursuant to the
provisions of Schedule
3.4(c).

     

    (d)           The
amount of Working Capital of such Casino as of the Close of Business on the
Closing Date as agreed to by Receiver and Buyer or as determined by the
Independent Accountants, as applicable, pursuant to the preceding provisions of
this Section 3.4 shall be final and binding on all of the parties hereto and
shall be deemed the “Actual Working
Capital” of such Casino for all purposes hereof.

     

    (e)           On
the third (3rd) Business Day following the final determination of the Actual
Working Capital of such Casino, either (i) Buyer shall pay to the Receiver an
amount equal to the amount, if any, by which the Actual Working Capital of such
Casino exceeds the Estimated Working Capital of such Casino, or (ii) the
Receiver shall pay to Buyer an amount equal to the amount, if any, by which the
Estimated Working Capital of such Casino exceeds the Actual Working Capital of
such Casino.  The amount paid by the Receiver to Buyer or by Buyer to
the Receiver pursuant to this Section 3.4(e) is herein referred to as the “Working Capital Adjustment
Amount”.  All payments will be made together with interest at
an annual rate of five percent (5%), calculated on the basis of a 365-day year
and compounded daily, beginning on the Closing Date and ending on the date of
payment.  Payments must be made in immediately available
funds.  Payments to the Receiver shall be made by wire transfer to an
account as designated by the Receiver.  Payments to Buyer shall be
made by wire transfer to an account as designated by Buyer.

     

    3.5           EBITDA
ADJUSTMENT AMOUNT

     

    (a)           Within
the latest of (i) thirty (30) days after the Closing Date (or if one or more
Extension Closings is to occur pursuant to Section 2.6, the Extension Closing
Date upon which the last of the Purchased Assets is sold), (ii) five (5)
Business Days after Receiver’s receipt of the Audited Financial Statements
(which will occur no later than July 31, 2010), and (iii) five (5) Business Days
after the effective date of the termination of this Agreement in the event that
an initial Closing has occurred and this Agreement is thereafter terminated
pursuant to Section 12.1(a)(iii) or 12.1(a)(viii), the Receiver shall in good
faith prepare, or cause to be prepared, and deliver to Buyer, a computation of
the difference of (x) the 2009 EBITDA for all Casinos that have been acquired
pursuant to this Agreement based on the unaudited financial statements prepared
by Gaming Consultants for the fiscal year ended December 31, 2009 (the “Unaudited EBITDA
Amount”) and (y) the 2009 EBITDA for such Casinos based on the Audited
Financial Statements (such difference, the “EBITDA Difference
Amount”).  The Unaudited EBITDA Amounts for all the Casinos is
attached hereto as Schedule
3.5(a).  For purposes of this Agreement, the “EBITDA Threshold
Amount” shall mean the amount that is ten percent (10%) of the Unaudited
EBITDA Amount.

     

    (b)           If
within thirty (30) days following delivery to Buyer of the Receiver’s
calculation of the EBITDA Difference Amount, Buyer has not given the Receiver an
Objection Notice of Buyer’s disagreement with such calculation (which notice
must contain a statement of the basis of Buyer’s disagreement and a reasonably
detailed statement of Buyer’s calculation of such EBITDA Difference Amount and
which disagreement shall be limited to whether the calculation of the EBITDA
Difference Amount was undertaken in a manner consistent with the Agreed
Accounting Principles and the terms of this Agreement and whether there were
mathematical or factual errors in the calculation of such EBITDA Difference
Amount), then the EBITDA
Difference Amount as set forth in the Receiver’s calculation will be used in
computing the EBITDA Adjustment Amount.  If Buyer delivers an
Objection Notice to the Receiver, Buyer and the Receiver will endeavor to
resolve all disagreements noted in the Objection Notice in good faith as soon as
practicable after the delivery of such Objection Notice.  If such
parties do not obtain a final resolution within thirty (30) days after the
Receiver has received the Objection Notice, then the issues in dispute will be
submitted to the Independent Accountants for resolution pursuant to the
provisions of Schedule
3.4(c).  The EBITDA Difference Amount as agreed to by Receiver
and Buyer or as determined by the Independent Accountants, as applicable,
pursuant to the preceding provisions of this Section 3.5(b) shall be final and
binding on all of the parties hereto.

     

    
      
        
        

      

      
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    (c)           If
the absolute value of the EBITDA Difference Amount is greater than the EBITDA
Threshold Amount, then:

     

    (i)           If
the EBITDA Difference Amount is a negative number, Buyer shall pay to the
Receiver an amount equal to the product of (x) five (5) and (y) the difference
between (A) the EBITDA Threshold Amount and (B) the absolute value of the EBITDA
Difference Amount; or

     

    (ii)           If
the EBITDA Difference Amount is a positive number, the Receiver shall pay to
Buyer an amount that is equal to the amount to the product of (x) five (5) and
(y) the difference between (A) EBITDA Difference Amount and (B) the
EBITDA  Threshold Amount; and

     

    (iii)           Such
amount to be paid by Buyer or the Receiver pursuant to this Section 3.5 shall be
known as the “EBITDA
Adjustment Amount”.

     

    (d)           If
the absolute value of the EBITDA Difference Amount is less than or equal to the
EBITDA Threshold Amount, then the EBITDA Adjustment Amount shall be Zero Dollars
($0.00).

     

    (e)           Any
payments pursuant to this Section 3.5 must be made in immediately available
funds within thirty (30) days after the final determination of the EBITDA
Adjustment Amount.  Payments to the Receiver shall be made by wire
transfer to an account as designated by the Receiver.  Payments to
Buyer shall be made by wire transfer to an account as designated by
Buyer.

     

    (f)           Solely
for illustrative purposes, an example of the calculation of the EBITDA
Adjustment Amount is set forth on Schedule 3.5(f)
hereto.

     

    3.6           ALLOCATION
OF PURCHASE PRICE

     

    (a)           Not
more than five (5) Business Days prior to the scheduled Closing Date, the
Receiver shall in good faith prepare or cause to be prepared, and in doing so,
shall reasonably cooperate and consult with Buyer, and thereafter deliver to
Buyer on behalf of each Company a schedule (each, an “Allocation Schedule”)
allocating the applicable portion of the Purchase Price among the various assets
comprising the Purchased Assets of that Company that are to be conveyed by
Receiver to Buyer in accordance with Treasury Regulation 1.1060-1 (or any
comparable provisions of state or local Tax Law) or any successor provision and
the allocation methodology set forth in Schedule
3.6.  The procedures set forth in this Section 3.6 shall be
applied separately with respect to each Allocation Schedule.  If there
is an initial Closing and one or more Extension Closings pursuant to Section
2.6, then the procedures set forth in this Section 3.6 shall be applied
separately with respect to the Purchased Assets conveyed to Buyer at each such
Closing or Extension Closing.

     

    (b)           Unless
the Receiver and Buyer have previously agreed upon the manner in which the
Purchase Price (to the extent not allocated to Class I through Class IV Assets
pursuant to Schedule
3.6) is to be allocated among Class V Assets (furniture, fixtures and
equipment, leasehold improvements and other Class V assets), Class VI Assets
(licenses, permits, trade name and other intangibles described in Section 197 of
the Internal Revenue Code, excluding  goodwill and going concern
value) and Class VII Assets (goodwill and going concern value), the Allocation
Schedule will only set forth the allocations of the Purchase Price among the
Purchased Assets of that Company that are Class I through Class IV
Assets.  At such time as both the Final Working Capital and the EBITDA
Adjustment Amount are determined pursuant to Sections 3.4 and 3.5, respectively,
or, if later, at such time as Buyer and Receiver agree upon the allocation of
the Purchase Price to Class V Assets, Class VI Assets and Class VII Assets
pursuant to Section 3.6(d) below or the Independent Accountants have made a
final determination pursuant to Section 3.6(e) below, the Receiver shall in good
faith prepare or cause to be prepared, and in doing so, shall reasonably
cooperate and consult with Buyer, and thereafter deliver to Buyer a revised
Allocation Schedule (the “Final Allocation
Schedule”) for each Company that (i) reflects any changes to the
allocation of the Purchase Price among the Purchased Assets in Classes I through
IV for such Company as a result of any changes between the Estimated Working
Capital and the Final Working Capital and (ii) reflects the allocation of the
Purchase Price (to the extent not allocated to Class I through Class IV Assets)
among Class V Assets, Class VI Assets and Class VII Assets of such Company as
determined pursuant to Section 3.6(c), Section 3.6(d) or Section 3.6(e) below,
as applicable.

     

    
      
        
        

      

      
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    (c)           No
later than two (2) Business Days after such time as both the Final Working
Capital and the EBITDA Adjustment Amount are determined pursuant to Sections 3.4
and 3.5, respectively, Buyer shall prepare, or cause to be prepared, and deliver
to Receiver a proposed allocation of the Purchase Price (to the extent not
allocated to Class I through Class IV Assets) among Class V Assets, Class VI
Assets and Class VII Assets for each Company (“Buyer’s Proposed
Allocation”).  Upon the Receiver’s request, Buyer agrees to
provide to the Receiver all documentation supporting Buyer’s Proposed
Allocation.  If the Receiver objects to Buyer’s Proposed Allocation
with respect to a Company, Buyer and the Receiver will negotiate in good faith
to resolve such objections.

     

    (d)           If,
within ten (10) days after receipt by the Receiver of Buyer’s Proposed
Allocation with respect to a Company, Buyer and the Receiver agree upon the
allocation of the Purchase Price among Class V Assets, Class VI Assets and Class
VII Assets of such Company, the applicable Final Allocation Schedule shall
reflect the agreed upon allocation, and Buyer and Receiver, to the extent the
Receiver has the authority to do so, shall (i) report and file all Tax Returns
(including any amended Tax Returns and claims for refund) consistent with the
Purchase Price allocation set forth in the Final Allocation Schedule and (ii)
take no position contrary to or inconsistent with such Final Allocation Schedule
(including in any audits or examinations by any taxing authority or any other
proceedings).  Buyer and the Receiver, to the extent the Receiver has
the authority to do so, shall file or cause to be filed any and all forms
(including U.S. Internal Revenue Service Form 8594), statements and schedules
with respect to such allocation, including any required amendments to such
forms.

     

    (e)           If
Buyer and the Receiver are unable to agree upon the manner in which the Purchase
Price (to the extent not allocated to Class I through Class IV Assets) should be
allocated among Class V Assets, Class VI Assets and Class VII Assets with
respect to a Company within ten (10) days after receipt by the Receiver of
Buyer’s Proposed Allocation with respect to such Company, then any disputed
allocation among Class V Assets, Class VI Assets and Class VII Assets shall be
finally and conclusively determined by the Independent Accountants in accordance
with Section 1060 of the Internal Revenue Code.  For the avoidance of
doubt, the Independent Accountants shall not have the authority to change the
allocations of the Purchase Price among Class I through Class IV
Assets.  Promptly, but not later than ten (10) days after acceptance
of its appointment hereunder, the Independent Accountants shall determine only
those matters pertaining to the allocation among Class V Assets, Class VI Assets
and Class VII Assets in dispute and shall render a written report as to the
disputed matters and the resulting allocation, and such report of the
Independent Accountants shall be final, conclusive and binding upon Buyer and
the Receiver, and such parties shall report and file all Tax Returns as
contemplated by, and shall otherwise comply with, the preceding
paragraph.  The Final Allocation Schedule of the applicable Company
shall incorporate the results of the Independent Accountant’s
determination.  The fees and disbursements of the Independent
Accountants shall be borne solely by the Receiver.  Notwithstanding
any other provisions of this Agreement, the provisions of this Section 3.6 shall
survive the initial Closing and any Extension Closing.

     

    4.        CLOSING
TRANSACTIONS

     

    4.1           CLOSING

     

    The
closing of the purchase and sale of the Purchased Assets (the “Closing”) will occur
at such time and place as the parties shall agree upon in writing but in any
event no later than five (5) Business Days following satisfaction or waiver of
the last to be fulfilled of the conditions in Sections 10 and 11 (other than
those conditions that by their nature are to be satisfied at Closing, but
subject to the satisfaction or waiver of such conditions), except in each case
as otherwise provided in Section 2.6.  The date on which the Closing
is actually held is the “Closing
Date.”

     

    4.2           OBLIGATIONS
OF THE RECEIVER AT CLOSING

     

    At the
Closing, subject to Section 2.6, the Receiver will deliver each of the following
to Buyer:

     

    (a)           A
Bill of Sale and Assignment and Assumption Agreement, duly executed by the
Receiver substantially in the form attached hereto as Exhibit B, pursuant
to which the Receiver transfers to Buyer the Companies’ rights, titles and
interests in and to the Purchased Assets, including but not limited to the
Assumed Real Property Leases and the Assumed Contracts, and Buyer shall assume
the Assumed Liabilities (the “Bill of Sale and Assignment
and Assumption Agreement”);

     

    (b)           As
to each Assumed Real Property Lease, and to the extent required, each Assumed
Contract, either (i) the written consent of the lessor or counterparty under
such Assumed Real Property Lease or Assumed Contract to the assignment thereof
by the applicable Company and the assumption thereof by Buyer, or (ii)
alternatively, an Order of a court of competent jurisdiction authorizing such
assumption and assignment;

     

    
      
        
        

      

      
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    (c)           A
Trademark and Servicemark Assignment Agreement for each Company whose Business
is acquired at the Closing, duly executed by the Receiver substantially in the
form attached hereto as Exhibit C, pursuant
to which, among other things, the Receiver transfers to Buyer any and all of the
Receiver’s (and each such Company’s) right, title and interest in certain
trademarks and servicemarks used in connection with such Company’s Business (the
“Trademark
Agreements”);

     

    (d)           A
Domain Name Transfer Agreement for each Company whose Business is acquired at
the Closing, duly executed by the Receiver substantially in the form attached
hereto as Exhibit
D, pursuant to which the Receiver transfers to Buyer any and all of the
Receiver’s (and each such Company’s) right, title and interest in and to certain
registered domain names of each such Company used in connection with such
Company’s Business (the “Domain Name
Agreements”);

     

    (e)           Each
Change Form (as defined in Section 9.13(b)) for each Company whose Business is
acquired at the Closing and, at the initial Closing, each Change Form for Little
Nevada II, Inc. and Little Nevada III, Inc. described in Section
9.13(b);

     

    (f)           Keys
necessary to access each of the properties under the Assumed Real Property
Leases; and

     

    (g)           All
other instruments and documents that are necessary, in the reasonable opinion of
Buyer and its counsel, to fulfill the obligations of the Receiver under this
Agreement that are required to be fulfilled on or prior to the Closing Date and
to evidence satisfaction of any conditions to the Closing referred to
herein.

     

    4.3           OBLIGATIONS
OF BUYER AT CLOSING

     

    At the
Closing, subject to Section 2.6, Buyer will deliver to the Receiver each of the
following:

     

    (a)           The
balance of the Base Consideration Amount, as contemplated by Section 3.1, and
any additional amount payable by Buyer pursuant to the penultimate sentence of
Section 3.4(a);

     

    (b)           Two
counterpart originals of the Bill of Sale and Assignment and Assumption
Agreement, duly executed by Buyer;

     

    (c)           Two
counterpart originals of the Trademark Agreement, duly executed by
Buyer;

     

    (d)           Two
counterpart originals of the Domain Name Agreements, duly executed by
Buyer;

     

    (e)           Evidence
satisfactory to the Receiver that Buyer has received all approvals of
Governmental Authorities necessary for (i) Buyer to consummate the transactions
contemplated by this Agreement, including but not limited to, Buyer’s purchase
and acquisition of the Purchased Assets (including but not limited to the
assumption of the Assumed Real Property Leases and Assumed Contracts) and (ii)
Buyer to legally operate the Businesses, including the enhanced card rooms in
the State of Washington, including, without limitation, all regulatory approvals
and Consents needed from the WSGC and the WSLCB (whether annual licenses,
temporary or provisional licenses, commitment letters or otherwise, as
determined by the Receiver) and from all other Governmental Authorities having
jurisdiction for such operations (the approvals described in this Section 4.3(e)
collectively the “Required Governmental
Approvals”); and

     

    (f)           All
other instruments and documents that are necessary, in the reasonable opinion of
the Receiver and its counsel, to fulfill the obligations of Buyer under this
Agreement that are required to be fulfilled on or prior to the Closing Date and
to evidence satisfaction of any conditions to the Closing referred to in this
Agreement.

     

    5.        PRESERVATION
OF LIENS; PROCEEDS HELD FOR BENEFIT OF CREDITORS

     

    The
properties, assets and rights of the Companies (including but not limited to the
Purchased Assets) are currently subject to perfected liens in favor of
Fortress.  The parties acknowledge that the Deposit, to the extent it
becomes a part of the receivership estate, is proceeds, products, offspring or
profits of the properties, assets and rights of the Companies which are subject
to Fortress’s existing perfected liens and any liens (including, without
limitation, Fortress’s liens) will attach to the Deposit and, from and after
such time as the same and all additional amounts, if any, in respect of the
Purchase Price are paid to the Receiver, the amounts so paid, and such liens
will retain their existing priority with the same validity, priority, force and
effect which they have with respect to the properties, assets and rights of the
Companies.  Following the Closing and each Extension Closing, if any,
the Receiver will disburse the proceeds from the sale of the Purchased Assets in
accordance with the Approval Orders and other applicable orders of the Canadian
Court.  The Receiver acknowledges that none of the aforementioned
Fortress liens shall limit Buyer’s right to the Deposit pursuant to, and as
described in, Section 12.2 below, nor shall any such liens continue to encumber
the Deposit if the same is delivered Buyer pursuant to such
Section.

     

    
      
        
        

      

      
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    6.        LICENSING
APPLICATIONS

     

    Within
ten (10) days after the Effective Date, Buyer shall (i) complete and file with
the WSGC and the WSLCB all such applications and other materials, and pay all
fees and such other amounts, as shall be required by the WSGC and the WSLCB and
under other applicable Law in order for Buyer to obtain the Required
Governmental Approvals from the WSGC and the WSLCB and (ii) deliver to the
Receiver evidence satisfactory to the Receiver of the filing of such materials
and the payment of such fees and other amounts.

     

    7.        REPRESENTATIONS
AND WARRANTIES OF THE RECEIVER

     

    The
Receiver hereby represents and warrants to Buyer as of the Effective Date and
the Closing Date, as follows:

     

    7.1           AUTHORITY;
NO CONFLICT

     

    Subject
to the approval of this Agreement by the Canadian Court and the Bankruptcy
Court, applicable provisions of the CCAA and the U.S. Bankruptcy Code and entry
of the Approval Orders, to the Receiver’s Knowledge:

     

    (a)           All
action on the part of the Receiver necessary for the authorization, execution
and delivery of this Agreement, the sale and delivery of the Purchased Assets,
and the performance of all of the Receiver’s obligations under this Agreement
has been taken; and

     

    (b)           This
Agreement has been duly executed and delivered by the Receiver pursuant to the
Receiver’s express court authority and (assuming the due authorization,
execution and delivery hereof by Buyer) is a valid and binding obligation of the
Receiver, enforceable against the Receiver in accordance with the terms hereof,
except to the extent that such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar requirements of Law
relating to creditors’ rights generally and subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

     

    7.2           BROKERS
OR FINDERS

     

    The
Receiver has not incurred any obligation or liability, contingent or otherwise,
for brokerage or finders’ fees or agents’ commissions or other similar payment
in connection with this Agreement, and the Receiver will indemnify and hold
Buyer harmless from any such payment alleged to be due by the Receiver as a
result of the action of the Receiver or its officers or employees, which
indemnification will survive the Closing or the termination of this
Agreement.


     

    EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION 7, THE RECEIVER MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE
PURCHASED ASSETS (INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR
EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS, THE PHYSICAL
CONDITION OF ANY PERSONAL PROPERTY COMPRISING A PART OF THE PURCHASED ASSETS OR
THAT IS THE SUBJECT OF ANY LEASE OR CONTRACT TO BE ASSUMED BY BUYER AT THE
CLOSING, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE
TRANSFERABILITY OF THE PURCHASED ASSETS, THE TERMS, AMOUNT, VALIDITY,
COLLECTABILITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES OR ASSUMED REAL
PROPERTY LEASE OR OTHER LEASE OR CONTRACT, THE MERCHANTABILITY OR FITNESS OF THE
PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PURCHASED ASSETS FOR ANY
PARTICULAR PURPOSE OR USE, OR ANY OTHER MATTER OR THING RELATING TO THE
PURCHASED ASSETS OR ANY PORTION THEREOF).  THE RECEIVER HEREBY
DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) OF MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE OR USE AS TO ANY PORTION OF THE PURCHASED
ASSETS.

     

    
      
        
        

      

      
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    8.        REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to the Receiver as of the Effective Date and the Closing
Date as follows:

     

    8.1           ORGANIZATION
AND GOOD STANDING

     

    Buyer is
a limited liability company duly organized, validly existing, and in good
standing under the Laws of the State of Washington.

     

    8.2           AUTHORITY;
NO CONFLICT

     

    Buyer has
all requisite limited liability company power and authority to execute and
deliver the Agreement, to purchase the Purchased Assets and assume the Assumed
Liabilities hereunder and to carry out and perform Buyer’s obligations under
this Agreement.  All action on the part of Buyer necessary for the
authorization, execution, delivery and performance of this Agreement by Buyer,
the purchase of the Purchased Assets and assumption of the Assumed Liabilities,
and the performance of all obligations of Buyer under the Agreement, has been
taken.  This Agreement has been duly executed and delivered by Buyer
and (assuming the due authorization and delivery hereof by the Receiver) is a
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with this Agreement’s terms, except to the extent that such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar requirements of Law relating to creditors’ rights generally and subject
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).  The execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement by Buyer will not (a) conflict with
or result in a breach of any provision of the articles of organization or
operating agreement of Buyer, (b) violate any existing provision of applicable
Law or any existing order, rule, regulation, judgment or decree of any
Governmental Authority applicable to Buyer, (c) conflict with or result in a
breach or violation of any term or provision of, or constitute a default under,
any agreement, instrument or writing to which Buyer is a party, or by which
Buyer may be bound, or (d) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Buyer, except in each case for such conflicts,
breaches, violations or defaults as will not have a material adverse effect on
the ability of Buyer to perform its obligations under this
Agreement.

     

    8.3           CERTAIN
PROCEEDINGS

     

    There is
no pending Proceeding that has been commenced against Buyer and that challenges,
or may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the transactions contemplated by this
Agreement.  To Buyer’s Knowledge, no such Proceeding has been
threatened or is contemplated.

     

    8.4           AS-IS,
WHERE IS PURCHASE

     

    BUYER
ACKNOWLEDGES THAT ITS AND ITS REPRESENTATIVES HAVE RECEIVED OR BEEN AFFORDED THE
OPPORTUNITY TO REVIEW, AND HAVE REVIEWED, PRIOR TO THE DATE OF THIS AGREEMENT,
ALL MATERIALS THAT BUYER HAS REQUESTED THE RECEIVER TO DELIVER OR MAKE
AVAILABLE, AS THE CASE MAY BE, TO BUYER AND ITS REPRESENTATIVES IN CONNECTION
WITH ENTERING INTO THIS AGREEMENT.  BUYER ACKNOWLEDGES THAT IT IS
INFORMED AS TO THE RISKS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE OWNERSHIP OF THE PURCHASED ASSETS, THAT BUYER IS PROCEEDING WITH ITS
ACQUISITION OF THE PURCHASED ASSETS BASED SOLELY UPON ITS INDEPENDENT
INSPECTIONS AND INVESTIGATIONS OF SUCH ASSETS, AND THAT BUYER WILL BE PURCHASING
THE PURCHASED ASSETS AT CLOSING ON AN “AS IS, WHERE IS” BASIS, WITH NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED, AT COMMON LAW, BY
STATUTE, OR OTHERWISE) EXCEPT AS SPECIFICALLY SET FORTH IN SECTION
7.  BUYER HAS NOT RELIED UPON, AND WILL NOT RELY UPON, ANY
REPRESENTATION OR WARRANTY OF THE RECEIVER, ITS REPRESENTATIVES OR ANY OTHER
PERSON, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.  NONE OF THE
RECEIVER, ANY COMPANY , ANY REPRESENTATIVE OF THE RECEIVER OR ANY COMPANY OR ANY
OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER
PERSON RESULTING FROM THE DISTRIBUTION TO BUYER OR ITS REPRESENTATIVES OF, OR
ANY SUCH PERSON’S USE OF, ANY SUCH INFORMATION, INCLUDING ANY CONFIDENTIAL
MEMORANDA DISTRIBUTED RELATING TO THE PURCHASED ASSETS OR THE COMPANIES OR OTHER
PUBLICATIONS OR DATA ROOM INFORMATION PROVIDED TO BUYER OR ITS REPRESENTATIVES,
OR ANY OTHER DOCUMENT OR INFORMATION IN ANY FORM PROVIDED TO BUYER OR ITS
REPRESENTATIVES IN CONNECTION WITH THE SALE OF THE PURCHASED ASSETS AND THE
OTHER TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      
        
        

      

      
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    8.5           FORECASTS
AND PROJECTIONS

     

    Without
limiting the generality of Section 8.4, Buyer acknowledges that any forecasts or
projections included in any due diligence or similar materials are not to be
viewed as facts and that actual results achieved by the Companies during the
period or periods covered by any such forecasts or projections may vary
materially from those contained in such forecasts or projections, and that none
of the Companies, the Receiver, any other Person or any of their respective
Representatives has made any representation or warranty concerning any future
revenues, costs, expenditures, cash flows, results of operations, financial
condition or prospects of any of the Companies or the Purchased
Assets.

     

    8.6           LICENSING

     

    NG
Washington, LLC, a Washington limited liability company and an Affiliate of
Buyer, is licensed with the WSGC and the WSLCB and all such licenses are in good
standing.

     

    8.7           SUFFICIENT
FUNDS

     

    As of the
Effective Date, subject to the Fortress Accommodation, Buyer has (and will have
on the Closing Date and each Extension Closing Date, if any) the financial
capability and all of the funds required in order to complete the transactions
contemplated by this Agreement, on the terms contained in this Agreement and to
timely perform and discharge the obligations of Buyer under this
Agreement.

     

    8.8           BROKERS
OR FINDERS

     

    Neither
Buyer nor any of its respective agents have incurred any obligation or
liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payment in connection with this Agreement, and
Buyer will indemnify and hold the Receiver and the Companies harmless from any
such payment alleged to be due by or through Buyer as a result of the action of
Buyer or any of its respective officers or agents, which indemnification will
survive the Closing, each Extension Closing, if any, or the termination of this
Agreement.

     

    9.        COVENANTS
OF THE PARTIES

     

    9.1           REGULATORY
APPROVALS

     

    Buyer
expressly agrees to use its commercially reasonable efforts to obtain all of the
Required Governmental Approvals.  In furtherance of the foregoing (but
without limiting the provisions of Section 6), after the Effective Date, Buyer
shall promptly file, and cause all applicable owners and officers of Buyer to
file, all appropriate applications and notices with the WSGC, the WSLCB, and
such other Governmental Authorities as may be necessary to implement this
covenant.  Upon Buyer’s written request, the Receiver shall use
commercially reasonable efforts to take such actions as Buyer shall reasonably
request in order to facilitate Buyer’s obtaining the Required Governmental
Approvals; provided,
however, that all such actions shall be taken by the Receiver at Buyer’s
sole cost and expense and that the Receiver shall not be obligated to incur any
liability or obligations in connection herewith.

     

    9.2           PRESERVATION
OF BUSINESS

     

    Except
(i) as required by applicable Law, (ii) as otherwise expressly contemplated by
this Agreement, (iii) as approved by the Canadian Court and/or the Bankruptcy
Court, as applicable, or (iv) with the prior written consent of Buyer, the
Receiver shall, until the Closing and taking into account the CCAA Proceeding
and the U.S. Proceeding, and subject in each case to Section 9.4(d) and the
ability of the Receiver thereunder to consider and accept Other Offers, use
commercially reasonable efforts to cause the Companies:

     

    (a)           To
operate their respective Businesses in the ordinary and usual course of
business, including with respect to maintaining marketing and promotional
efforts and, subject to employee turn-over in the ordinary course of business,
maintaining the number of employees of the Companies;

     

    
      
        
        

      

      
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    (b)           Not
to sell, lease, or otherwise transfer or dispose of any of their material
Purchased Assets, and not to agree or commit to do any of the foregoing, other
than transfers and dispositions in the ordinary course of business;
and

     

    (c)           To
maintain in full force and effect until the Closing Date and each Extension
Closing Date, if any, substantially the same levels of insurance coverage for
the Companies that are in effect as of the Effective Date.

     

    9.3           ACKNOWLEDGEMENT
OF INFORMATION PROVIDED

     

    Buyer
hereby acknowledges and expressly agrees (i) that it and its respective
Representatives have been permitted full and complete access to, and have
inspected the books and records, tax returns, contracts, insurance policies (or
summaries thereof) and other properties and assets of the Companies that Buyer
or its respective Representatives have deemed necessary or desirable in
connection with Buyer’s execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, (ii) that no further
inspection or due diligence is a condition to complete the transactions
contemplated hereby, and (iii) that Buyer has completed Buyer’s due diligence
investigation.

     

    9.4           COURT
APPROVAL PROCEDURES

     

    (a)           Following
execution and delivery of this Agreement, the Receiver shall seek entry of an
order with the Bankruptcy Court establishing procedures for the assumption and
assignment of executory contracts and leases (including establishing cure
amounts), approving the Breakup Fee, for conduct of the hearing on approval of
this Agreement, and the procedures for consideration and acceptance of other
offers for the Purchased Assets in substantially the form attached hereto as
Schedule 9.4(a)
(the “Bidding
Procedures Order”),
provided, however, that any material changes to the form attached as
Schedule 9.4(a)
must be approved by Buyer, which approval shall not be unreasonably withheld;
provided further,
however, that no changes to the amount or manner of payment of the
Breakup Fee may be made to the Bidding Procedures Order in any manner whatsoever
without the consent of Buyer, which consent may be withheld in Buyer’s sole
discretion.  Prior to filing an application for entry of such an
order, the Receiver shall provide, or cause its counsel to provide, to Buyer and
its counsel a copy of the application or motion papers and a reasonable
opportunity to comment on the same; provided, however, that any
such comments of Buyer or its counsel shall not limit the Receiver’s right to
determine the content of any such pleading in its sole discretion.

     

    (b)           Following
the execution and delivery of this Agreement, the Receiver shall apply to the
Canadian Court for an order (the “Canadian Approval
Order”) in a form mutually acceptable to Buyer and the Receiver that,
among other things, (i) approves the sale of the Purchased Assets to Buyer on
the terms and conditions set forth in this Agreement and authorizes the Receiver
to proceed with the transactions contemplated by this Agreement, subject to
entry of the U.S. Approval Order, (ii) provides that upon consummation of the
Closing, and each Extension Closing, if any, all Liens on the Purchased Assets
then conveyed to Buyer shall attach to the Purchase Price proceeds then paid to
the Receiver in the same order of priority as such Liens attached to the
Purchased Assets, and (iii) further provides for disbursement of the Purchase
Price following the Closing.

     

    (c)           In
addition to the application to the Canadian Court for the Canadian Approval
Order, the Receiver shall promptly seek and request the earliest available
hearing date for approval from the Bankruptcy Court for an order (the “U.S. Approval Order”)
in substantially the form attached hereto as Schedule 9.4(c) that,
among other things, (i) confirms and approves the sale of the Purchased Assets
to Buyer on the terms and conditions set forth in this Agreement and the
Canadian Approval Order, and authorizes the Receiver to implement the
transactions contemplated by this Agreement (subject to modifications and
conditions, if any, made in or pursuant to the Canadian Approval Order), (ii)
provides that to the extent permissible by applicable Canadian Law and the
applicable provisions of the U.S. Bankruptcy Code, the sale of the Purchased
Assets to Buyer shall be free and clear of all interests pursuant to Section
363(f) of the U.S. Bankruptcy Code (including, without limitation, any and all
Liens on the Purchased Assets), (iii) provides that, to the extent permissible
by applicable Canadian Law and the applicable provisions of the U.S. Bankruptcy
Code, all such interests, including without limitation obligations and
liabilities of any kind, absolute, contingent or otherwise, of the Companies
(other than the Assumed Liabilities) and all Liens on the Purchased Assets,
shall attach to the proceeds of the sale hereunder in the same rank and priority
as they had in the Purchased Assets, and (iv) approves the Companies’ assumption
of the Assumed Real Property Leases and the Assumed Contracts and the assignment
of the same to Buyer pursuant to applicable Canadian receivership Law and
Section 365 of the U.S. Bankruptcy Code; provided, however, that any
material changes to the form attached as Schedule 9.4(c) must
be approved by Buyer, which approval shall not be unreasonably
withheld.

     

    
      
        
        

      

      
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    (d)           Buyer
acknowledges and expressly agrees that (i) the Receiver is obligated to solicit,
and has solicited, offers from other prospective purchasers for the sale of the
Purchased Asserts or the shares of capital stock of the Companies in accordance
with applicable Law, (ii) in connection with the CCAA Proceeding and the U.S.
Proceeding, the Receiver is required to and will consider other offers for the
stock and/or assets of the Companies (each, an “Other Offer”), and
(iii) the Canadian Court or the Bankruptcy Court may approve a purchase and sale
transaction with, or other disposition of the Purchased Assets or capital stock
of the Companies to, another party and the Receiver may elect to forego the
transaction contemplated by this Agreement and enter into such other transaction
without being in breach of any obligation of the Receiver hereunder, subject to
the provisions of Section 12.5.

     

    (e)           Buyer
acknowledges that a condition precedent to the Receiver’s obligation to file the
papers necessary to seek the Bidding Procedures Order, the Canadian Approval
Order and the U.S. Approval Order is the delivery by Buyer to the Receiver of
financial and other information necessary to establish that the Buyer can
provide landlords under the Assumed Real Property Leases and counterparties to
the Assumed Contracts with adequate assurance of future performance by
Buyer.  Without limiting the foregoing, Buyer shall promptly take (at
its sole cost and expense) all such actions as are reasonably requested by the
Receiver to assist in obtaining entry of the Bidding Procedures Order and the
Approval Orders and a finding of adequate assurance of future performance by
Buyer, including furnishing affidavits, non-confidential financial information,
confidential information subject to a reasonable form of confidentiality
agreement or other documents or information for filing with the Canadian Court
and/or the Bankruptcy Court for the purposes, among others, of (i) providing
necessary assurances of performance by Buyer under this Agreement and
demonstrating that Buyer is a “good faith” purchaser under Section 363(m) of the
U.S. Bankruptcy Code; and (ii) making the employees, officers and
representatives of Buyer, as applicable, available (at reasonable times and upon
reasonable prior notice) to be interviewed by the attorneys and solicitors of
the Receiver and to testify before the Canadian Court and/or the Bankruptcy
Court and at depositions, with respect to demonstrating adequate assurance of
future performance by Buyer under any Assumed Real Property Lease or Assumed
Contract.

     

    (f)           In
furtherance of the obligations of Buyer pursuant to Section 9.4(e) above,
concurrently with the execution and delivery of this Agreement, Buyer shall
provide the Receiver with Buyer’s most recent financial statements and other
information and documentation (including, without limitation, regarding any
contemplated third party financing) that demonstrate, in Receiver’s reasonable
discretion, that Buyer has the financial wherewithal to consummate the
transactions contemplated by this Agreement, and such financial statements shall
be certified by Buyer’s Chief Executive Officer and Chief Financial Officer as
being true and correct in all material respects and as fairly reflecting the
operations and capital transactions of Buyer during the periods covered
thereby.

     

    9.5           NOTIFICATION

     

    Between
the Effective Date and the Closing Date (or if one or more Extension Closings is
to occur pursuant to Section 2.6, the last Extension Closing Date), (i) the
Receiver shall promptly notify Buyer in writing if the Receiver becomes aware of
any fact or condition that makes the satisfaction of the conditions in Section
10 impossible or unlikely, and (ii) Buyer shall promptly notify the Receiver in
writing if Buyer becomes aware of (x) any fact or condition that makes the
satisfaction of the conditions in Section 11 impossible or unlikely or (y) any
change in the financial position of Buyer that could affect Buyer’s ability to
perform any of its obligations pursuant to this Agreement including, without
limitation, closing the transactions contemplated by this
Agreement.

     

    9.6           TRANSFER
TAXES; PROPERTY TAXES

     

    (a)           Except
as set forth in Section 9.6(b), Buyer will be liable for and will pay, or will
cause to be paid, all United States federal, state or local sales, use,
purchase, excise, transfer, intangible, stamp, or similar taxes (collectively,
“Transfer
Taxes”) payable under any applicable Law on or with respect to the
transactions contemplated by this Agreement (including without limitation, the
sale of the Purchased Assets and the assumption of the Assumed
Liabilities).  Buyer will prepare and file all affidavits or returns,
if any, required in connection with the foregoing at Buyer’s own cost and
expense.  Without limiting the foregoing, at each Closing or Extension
Closing, Buyer will deliver to the Escrow Agent (i) a completed Washington State
Department of Revenue Consumer Use Tax Return (“Use Tax Return”) for
each Company to which such Closing applies reflecting a use tax liability equal
to the agreed value of Class V assets of that Company other than leasehold
improvements, pursuant to the Allocation Schedule for such Company, multiplied
by the applicable tax rate(s) and (ii) cash, without reduction of the Purchase
Price, in an amount equal to the total amount of “Total Use Tax Due” reflected
on all Use Tax Returns, which returns and cash amounts the Escrow Agent shall,
pursuant to the Escrow Agreement, remit to the Washington State Department of
Revenue.

     

    (b)           Buyer
will prepare all Real Estate Excise Tax Affidavits at Buyer’s own cost and
expense.  At each Closing or Extension Closing, Buyer will deliver to
the Escrow Agent (i) a completed Real Estate Excise Tax Affidavit for each
Company to which such Closing applies if such Company holds tenant-owned
leasehold improvements, which affidavit will reflect the agreed value of such
leasehold improvements pursuant to the Allocation Schedule for such Company, and
(ii) cash, without reduction of the Purchase Price, in an amount equal to fifty
percent (50%) of the total amount of Real Estate Excise Tax Due pursuant to all
such Real Estate Excise Tax Affidavits; and at each such Closing or Extension
Closing, the Receiver will deliver to the Escrow Agent cash in an amount equal
to fifty percent (50%) of the total amount of Real Estate Excise Tax Due
pursuant to all such Real Estate Excise Tax Affidavits.  The Escrow
Agent shall, pursuant to the Escrow Agreement, remit all returns and cash
amounts to the recording office of the county in which such Company’s
tenant-owned leasehold improvements are located.

     

    
      
        
        

      

      
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    (c)           The
parties agree that any adjustment pursuant to Sections 3.4 and 3.5 shall not
impact the amounts allocated to Class V assets for purposes of the Purchase
Price allocation under Section 3.6 or this Section 9.6.  To the extent
that, notwithstanding the foregoing, any additional Transfer Taxes are required
to be paid by or are imposed upon any Company or the Receiver, Buyer will
reimburse that Company or the Receiver, as applicable, for such taxes within
five (5) Business Days after payment of such taxes by such Company or the
Receiver, as the case may be.  All Transfer Taxes payable by Buyer
pursuant to this Agreement shall be in addition to all other amounts payable by
Buyer pursuant to this Agreement.

     

    (d)           Notwithstanding
anything to the contrary herein, (i) at each Closing or Extension Closing, ad
valorem taxes relating to the Purchased Assets that are conveyed to Buyer at
each such Closing or Extension Closing, which taxes have been paid for, or are
normally due and payable in, the current calendar year shall be prorated between
Buyer and the Receiver (based on the number of days in the year occurring before
the applicable Closing Date or Extension Closing Date and the number of days in
the year occurring on or after such Closing Date), such prorated amounts to be
reflected as appropriate in the Final Working Capital, and (ii) Buyer shall be
liable for and shall pay any ad valorem taxes normally due and payable in years
after the calendar year in which such Closing Date occurs but for which the due
date is accelerated to a date on or before such Closing Date on account of the
transactions contemplated by this Agreement.  Accordingly, at each
Closing or Extension Closing, Buyer and/or the Receiver, as applicable, shall
deliver to the Escrow Agent cash equal to the amount of such taxes necessary to
satisfy the allocation and/or proration of such taxes as provided in this
Section 9.6(d) and for which invoices and assessments have been
received.  With respect to personal property taxes attributable to the
Purchased Assets title to which is transferred to Buyer on the Closing Date or
the Extension Closing Date, as applicable, Buyer shall, and the Receiver to the
extent the Receiver has authority to do so shall cause the Companies to, file
prior to such Closing all notices of sale, advance tax requests or similar
notices with the appropriate Governmental Authorities.

     

    9.7           EMPLOYEE
MATTERS

     

    (a)           Not
less than three (3) Business Days prior to the scheduled Closing or Extension
Closing, as applicable, the Receiver shall deliver to Buyer a list of all
current employees of the Companies to which such Closing
relates.  Buyer shall use commercially reasonable efforts to offer
employment, commencing as of the Closing or the Extension Closing, as
applicable, and continuing for a period of at least six (6) months thereafter,
to substantially all employees of the Companies (but not necessarily
substantially all employees of each Company) providing services at the Casino or
Casinos, title to which is then transferred to Buyer, as of such time, in each
case on terms and conditions substantially equivalent to the terms and
conditions on which such persons are then employed by the Companies; provided, however, that with
respect to a Company that has 50 or more “full-time employees” as defined in the
WARN Act, Buyer will hire and retain a sufficient number of employees on terms
and conditions such that WARN Act liability is not incurred as a result of the
transactions contemplated by this Agreement.  Those employees who
commence employment by Buyer as of the Closing Date or any applicable Extension
Closing Date shall be collectively referred to as the “Buyer
Employees.”

     

    (b)           Buyer
shall give Buyer Employees full credit for purposes of eligibility and vesting
and benefit accrual (other than benefit accrual under a defined benefit pension
plan) under the employee benefit plans or arrangements maintained by Buyer in
which such Buyer Employees participate for such Buyer Employees’ service with
the Companies (or any of them).

     

    (c)           The
Receiver and Buyer shall cooperate to comply with and minimize any obligations
arising under the WARN Act in connection with any (i) plant closing (as defined
in the WARN Act) affecting any site of employment or one or more facilities or
operating units within any site of employment of the Companies; (ii) mass-layoff
(as defined in the WARN Act) affecting any site of employment of the Companies;
or (iii) similar action under the WARN Act requiring notice to employees in the
event of an employment loss or layoff.

     

    (d)           The
Receiver shall pay wages and salaries of the employees of the Companies incurred
prior to the Closing Date or any applicable Extension Closing Date and any
amounts for bonuses earned prior to the Closing Date and for paid time off or
vacation accrued prior to the Closing Date or any applicable Extension Closing
Date.

     

    (e)           On
the thirty-first (31st) day after the Closing Date and any applicable Extension
Closing Date, Buyer will advise the Receiver which employees listed in Schedule 9.7(e) are
still employed by Buyer as of such time, so that the Receiver may pay any
retention bonuses that have been earned by such employees, which retention
bonuses shall not exceed the total amount set forth in Schedule
9.7(e).

     

    
      
        
        

      

      
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    (f)           Notwithstanding
any of the foregoing to the contrary, none of the provisions contained herein
shall operate to duplicate any benefit provided to any Buyer
Employee.  No provision of this Agreement shall create any third-party
beneficiary rights in any employee or former employee of any Company or any
other Person (including any beneficiary or dependent thereof), in respect of
continued employment (or resumed employment) for any specified period of any
nature or kind whatsoever.

     

    9.8           INVENTORY
OF GAMBLING EQUIPMENT AND LIQUOR

     

    (a)           Within
ten (10) Business Days after the Effective Date, the Receiver and the Buyer
shall jointly prepare a schedule of the material assets (other than Excluded
Assets) located at each Casino, including inventories of the Casinos’ gambling
equipment sufficient to satisfy the applicable requirements of Washington
Administrative Code Section 230-06-110.

     

    (b)           Immediately
prior to the Closing or the Extension Closing, as applicable, the Receiver and
Buyer shall conduct a physical count of the inventory of the Casino or Casinos
that are the subject of the Closing or Extension Closing, as applicable, and
prepare a record of the gambling equipment and a detailed inventory of the
liquor included in the Purchased Assets to be so transferred to
Buyer.  Buyer shall report to the WSGC the transfer of such gambling
equipment to Buyer pursuant hereto, including a copy of the applicable inventory
record, in accordance with Washington Administrative Code Section 230-06-110(6),
and (subject to Buyer’s obtaining all Required Governmental Approvals with
respect thereto), shall purchase such liquor inventory from the Receiver at the
then fair market value thereof, which price the parties acknowledge they have
negotiated and agreed to.

     

    9.9           BUYER’S
PROVISION OF ADDITIONAL FINANCIAL INFORMATION

     

    Following
the Effective Date, and in addition to Buyer’s separate obligation pursuant to
Section 9.4(f), Buyer will provide to the Receiver within five (5) Business Days
following any written request from Receiver, such further relevant financial and
other information (including, without limitation, adequate assurances as to
performance and information and documentation regarding any contemplated third
party financing) demonstrating to the Receiver that, in the Receiver’s
reasonable judgment, Buyer has and continues to have the financial wherewithal
to consummate the transactions contemplated by this Agreement.

     

    9.10           DELIVERY
OF FINANCIAL STATEMENTS AND REPORTS

     

    (a)           As
promptly as practicable and in any event no later than 20 days after the end of
each month ending after the Effective Date and before the Closing Date (or if
one or more Extension Closing is to occur pursuant to Section 2.6, the last
Extension Closing Date), the Receiver will deliver to Buyer true and complete
copies of the unaudited balance sheets, and the related unaudited statements of
income, of each Company, as of and for the month and the portion of the fiscal
year then ended.

     

    (b)           The
Receiver will deliver to Buyer a statement setting forth the amount of the
EBITDA of the Companies for the quarter ending March 31, 2010, within five (5)
Business Days after the Receiver’s receipt of such information.

     

    9.11           DRIFT
ON INN CASINO

     

    Upon
entry of the Canadian Approval Order and U.S. Approval Order pursuant to
Sections 9.4(b) and 9.4(c), respectively, on or before the Closing or Extension
Closing pursuant to which the assets of the Club Hollywood Casino are acquired,
the Receiver shall cease gaming operations at the Drift on Inn Casino in
Shoreline, Washington (the “Drift on Inn Casino”)
and use commercially reasonable efforts to surrender or cancel any existing
licenses issued by the WSGC and WSLCB with respect to the Drift on Inn
Casino.

     

    9.12           BUILDING
INSPECTION REPORTS

     

    Buyer and
the Receiver have agreed upon a list of items to be corrected at the Casino
properties (collectively, the “Repair
Items”).  Within fifteen (15) days after the Receiver’s
delivery to Buyer of a written notice that the Repair Items have been corrected
(the “Repair
Notice”), Buyer shall have the right to inspect the properties to verify
the same.  If Buyer provides written notice to the Receiver setting
forth Buyer’s objections, with particularity, regarding why a Repair Item has
not been corrected (the “Repair Objection
Notice”), then at the Receiver’s election, a qualified neutral party that
is mutually acceptable to the parties (the “Neutral Party”),
shall determine whether such item or items that are the subject of the Repair
Objection Notice have been corrected.  If Buyer does not deliver a
Repair Objection Notice to the Receiver within such time period, then the Repair
Items shall be deemed to be corrected and the condition to closing set forth at
Section 10.7 shall be deemed satisfied.  If any Repair Items are
determined by the Neutral Party not to have been corrected, the Receiver shall
have the obligation to correct such Repair Items, the determination of the
satisfaction of such corrections to be made by the Neutral Party, at the
Receiver’s cost and expense; provided, however, that in
lieu of the Receiver’s obligation to correct any such Repair Items, Buyer and
the Receiver may agree on an amount to be included in the Working Capital
Adjustment Amount representing the estimated cost of repairing any such Repair
Items.  

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    If the
remediation cost with respect to any item on Schedule 9.12 exceeds
Ten Thousand Dollars ($10,000) (“Major Repair Item”),
then the Receiver shall consult with Buyer and the parties shall negotiate in
good faith to determine whether the Receiver should remediate the Major Repair
Item.  If the parties agree that the Receiver should remediate the
Major Repair Item and the Receiver does remediate such Major Repair Item, then
the cost of such remediation shall be included for the benefit of the Receiver
in the calculation of the Final Working Capital.  If Buyer and the
Receiver agree that the Receiver should not remediate such Major Repair Item,
the condition to closing set forth at Section 10.7 shall be deemed satisfied
with respect to such Major Repair Item.

     

    9.13        COMPANY
TRADEMARKS AND TRADE NAMES

     

    (a)           The
Receiver shall use commercially reasonable efforts to assign, at the Closing or
Extension Closing, all rights, title and interest, it holds, if any, to the
trademarks and servicemarks used in connection with the Business of each Casino
to which such Closing or Extension Closing relates.  Attached hereto
as Schedule
9.13(a) is (i) a list of trademarks registered in the State of Washington
and (ii) a list of phrases and words that may be common law trademarks
(collectively, the “Assigned
Marks”).

     

    (b)          The
Receiver shall complete and execute, for each Company whose assets are sold
pursuant to the terms of this Agreement, Business Information Change Forms
(each, a “Change
Form”) to cancel each trade name listed on the attached Schedule 9.13(b) in
its capacity as court-appointed receiver for each such Company, and the Receiver
will also complete and execute Change Forms for Little Nevada II, Inc. and
Little Nevada III, Inc. to cancel each trade name listed next to such entities’
names on Schedule
9.13(b); provided,
however, that the filing with the Department of Licensing of the state of
Washington of any Change Forms delivered to Buyer under Section 4.2(e) and any
re-registration of the trade names canceled by such Change Forms will be in the
sole and absolute discretion of Buyer and will be Buyer’s own
responsibility.

     

    (c)           If
more than one Closing occurs pursuant to Section 2.6, Buyer and the Receiver
will execute and deliver at each Closing, as necessary, a license agreement (a
“License-Back
Agreement”) with respect to each trademark or servicemark that is to be
assigned at such Closing to Buyer (each an “Assigned Mark”) and
that is used in connection with the Business of a Company which is not subject
to such Closing.  Pursuant to each such License-Back Agreement, Buyer
will grant to the Receiver a perpetual, transferable, royalty-free license to
use such Assigned Mark in connection with such Business consistent with the
historical use and quality standards of such Assigned Mark in the Business;
provided, however, that
the Receiver may thereafter transfer the license to such Assigned Mark only in
connection with the sale or other transfer of such Business to Buyer or Buyer’s
designee.

     

     
10.        CONDITIONS PRECEDENT
TO OBLIGATION OF BUYER TO CLOSE

     

    The
obligation of Buyer to purchase the Purchased Assets and to take the other
actions required to be taken by Buyer at the Closing (or the Extension Closing,
if applicable) is subject to the satisfaction, at or prior to the Closing (or
the Extension Closing, if applicable), of each of the following conditions (any
of which may be waived by Buyer, in whole or in part); provided, however, that if
more than one Closing occurs pursuant to Section 2.6, the condition set forth in
Section 10.8 shall only apply to the first Closing and not to any Extension
Closing:

     

    10.1        ACCURACY
OF REPRESENTATIONS

     

    The
Receiver’s representations and warranties in this Agreement shall have been
accurate in all material respects as of the Effective Date and shall be accurate
in all material respects as of the Closing Date (or Extension Closing Date, if
applicable) as if made on such date; provided, however, that any
representation or warranty that is qualified by “material” shall be true and
correct in all respects.

     

    10.2        PERFORMANCE

     

    (a)          All
of the covenants and obligations that the Receiver is required to perform or to
comply with pursuant to this Agreement at or prior to the Closing (or the
Extension Closing, if applicable) shall have been duly performed and complied
with in all material respects.

     

    (b)           The
Receiver shall have delivered each of the items required to be delivered
pursuant to Section 4.2.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    10.3        NO
LEGAL RESTRAINTS RE TRANSACTION

     

    No order,
decree, judgment, Law, rule or regulation shall have been entered, enacted,
promulgated, enforced or issued by any Governmental Authority having
jurisdiction restraining or prohibiting the consummation of the transactions
contemplated by this Agreement.

     

    10.4        COURT
ORDERS

     

    (a)           The
Bidding Procedures Order, in the form approved by Buyer as provided in Section
9.4(a), shall have been entered by the Bankruptcy Court.

     

    (b)           The
Canadian Approval Order and the U.S. Approval Order, each in the form approved
by Buyer as provided in Sections 9.4(b) and 9.4(c), respectively, shall have
been entered by the respective courts, and both such Orders shall have become
effective and not subject to any stay of enforcement.

     

    10.5        REGULATORY
APPROVALS

     

    The
Required Governmental Approvals shall have been obtained.

     

    10.6        FORTRESS
ACCOMMODATION

     

    Buyer
shall have received the Fortress Accommodation or portion thereof regarding the
applicable Casinos.

     

    10.7        BUILDING
INSPECTION REPORTS

     

    The items
set forth in Schedule
9.12 for the applicable Casino shall have been corrected in accordance
with Section 9.12.

     

    10.8        FORCE
MAJEURE EVENT WITH RESPECT TO SEA-TAC CASINO

     

    No Force
Majeure Event shall exist with respect to the Sea-Tac Casino.

     

     
11.        CONDITIONS PRECEDENT
TO RECEIVER’S OBLIGATION TO CLOSE

     

    The
Receiver’s obligation to sell the Purchased Assets and to take the other actions
required to be taken by the Receiver at the Closing (or the Extension Closing,
if applicable) is subject to the satisfaction, at or prior to the Closing (or
the Extension Closing, if applicable), of each of the following conditions (any
of which may be waived by the Receiver, in whole or in part):

     

    11.1        ACCURACY
OF REPRESENTATIONS

     

    All
representations and warranties of Buyer in this Agreement shall have been
accurate in all material respects as of the Effective Date and shall be accurate
in all material respects as of the Closing Date (or Extension Closing Date, if
applicable) as if made on such date; provided, however, that any
representation or warranty that is qualified by “material” shall be true and
correct in all respects.

     

    11.2        PERFORMANCE

     

    (a)           All
of the covenants and obligations that Buyer is required to perform or to comply
with pursuant to this Agreement at or prior to the Closing (or the Extension
Closing, if applicable) shall have been performed and complied with in all
material respects.

     

    (b)           Buyer
shall have delivered each of the items required to be delivered by them pursuant
to Section 4.3 (including but not limited to evidence satisfactory to the
Receiver that all of the Required Governmental Approvals have been obtained) and
shall have paid the Purchase Price pursuant to Section 4.3(a), subject to
Section 2.6.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    11.3        NO
PROCEEDINGS OR LEGAL RESTRAINTS RE TRANSACTION

     

    No order,
decree, judgment, Law, rule or regulation shall have been entered, enacted,
promulgated, enforced or issued by any Governmental Authority having
jurisdiction restraining or prohibiting the consummation of the transactions
contemplated by this Agreement.

     

    11.4        APPROVAL
ORDERS

     

    The
Canadian Approval Order and the U.S. Approval Order shall have been entered by
the respective courts, and both such Orders shall have become effective and not
subject to any stay of enforcement.

     

    11.5        REGULATORY
APPROVALS

     

    The
Required Governmental Approvals shall have been obtained.

     

     
12.        TERMINATION

     

    12.1        GROUNDS
FOR TERMINATION

     

    (a)           This
Agreement may be terminated prior to the Closing, or if and to the extent
expressly provided below, after the initial Closing but prior to any Extension
Closing, as follows:

     

    (i)           Buyer
may terminate this Agreement with the express written consent of the Receiver,
and the Receiver may terminate this Agreement with the express written consent
of Buyer.

     

    (ii)          The
Receiver may terminate this Agreement if there has been a material default under
or material breach of any representation, warranty or covenant of Buyer
contained in this Agreement, which default or breach shall be incapable of being
cured or, if capable of being cured, shall not have been cured by the tenth
(10th) day following receipt by Buyer of written notice of such default or
breach (specifying in reasonable detail the claimed default or breach and
demanding its cure or satisfaction);

     

    (iii)         Without
limiting the rights of the Receiver under Section 12.1(a)(ii), the Receiver may
terminate this Agreement if a condition precedent set forth in Section 11 has
not been satisfied on or before December 31, 2010 (the “Outside Closing
Date”); provided,
however, that if such condition precedent has not been satisfied on or
before such date due to a material breach by the Receiver of any
representations, warranties, covenants or agreements contained in this
Agreement, then the Receiver may not terminate this Agreement pursuant to this
Section 12.1(a)(iii).

     

    (iv)         The
Receiver may terminate this Agreement if the consummation of this Agreement
would violate any non-appealable final order, decree or judgment of any court or
other Governmental Authority having jurisdiction, other than an order or decree
of the Canadian Court or Bankruptcy Court described in Section 12.1(a)(vi); provided, however, that if
such order, decree or judgment was entered due to a material breach by the
Receiver of any of the representations, warranties, covenants or agreements of
the Receiver contained in this Agreement, then the Receiver may not terminate
this Agreement pursuant to this Section 12.1(a)(iv);

     

    (v)         
Without limiting the rights of the Receiver under Section 12.1(a)(iii), the
Receiver may terminate this Agreement if Buyer fails to use commercially
reasonable efforts to obtain as soon as practicable all Required Governmental
Approvals necessary to consummate the transactions contemplated by this
Agreement including, without limitation, all regulatory approvals and consents
needed from the WSGC, the WSLCB and any other Governmental
Authorities;

     

    (vi)       
The Receiver may terminate this Agreement if the Canadian Court or Bankruptcy
Court approves a transaction by the Receiver with a party other than Buyer which
transaction would prevent the consummation of the transactions contemplated by
this Agreement;

     

    (vii)      
Buyer may terminate this Agreement if there has been a material default under or
material breach of any representation, warranty or covenant of the Receiver
contained in this Agreement, which default or breach shall be incapable of being
cured or, if capable of being cured, shall not have been cured by the tenth
(10th) day following receipt by the Receiver of written notice of such default
or breach (specifying in reasonable detail the claimed default or breach and
demanding its cure or satisfaction);


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    (viii)       Without
limiting the rights of Buyer under Section 12.1(a)(vii), Buyer may terminate
this Agreement if a condition precedent set forth in Section 10 has not been
satisfied on or before the Outside Closing Date; provided, however, that if
such condition precedent has not been satisfied on or before such date due to a
material breach by Buyer of any representations, warranties, covenants or
agreements contained in this Agreement, then Buyer may not terminate this
Agreement pursuant to this Section 12.1(a)(viii).

     

    (ix)         Buyer
may terminate this Agreement if the consummation of this Agreement would violate
any non-appealable final order, decree, or judgment of any court or other
Governmental Authority having jurisdiction; provided, however, that if
such order, decree or judgment was entered due to a material breach by Buyer of
any representations, warranties, covenants or agreements of Buyer contained in
this Agreement, then Buyer may not terminate this Agreement pursuant to this
Section 12.1(a)(ix).

     

    (b)           Notwithstanding
any provision of this Section 12.1 to the contrary, if the provisions of Section
2.6 apply and an initial Closing occurs:

     

    (i)           The
parties may thereafter terminate this Agreement pursuant to this Section 12.1
only as to the sale and purchase of such Casino or Casinos as were not sold and
purchased either at such initial Closing or at any Extension Closing occurring
prior to such termination;

     

    (ii)          Notwithstanding
any such subsequent termination, this Agreement shall continue in full force and
effect as to all transactions occurring hereunder prior to such termination;
and

     

    (iii)         Buyer
shall not have any right to rescind Buyer’s purchase of, or to require the
Receiver to repurchase, any Casino, Casinos or Purchased Assets acquired prior
to such termination.

     

    (c)           Any
termination of this Agreement pursuant to this Section 12.1 shall be effected by
written notice given by the terminating party to the other party, and shall be
effective upon delivery of such notice.

     

    12.2        APPLICATION
OF DEPOSIT

     

    Upon any
termination of this Agreement pursuant to Section 12.1, the Deposit shall be
applied as follows:

     

    (a)           Prior
to the Initial Closing at which the Deposit is applied to the Purchase
Price  and upon a termination of this Agreement pursuant to Section
12.1(a)(i), 12.1(a)(iii) (but only if such termination is based on Sections
11.3, 11.4 or 11.5), 12.1(a)(iv), 12.1(a)(vi), 12.1(a)(vii), 12.1(a)(viii), or
12.1(a)(ix), the Deposit shall be paid to Buyer; or

     

    (b)           Upon
a termination of this Agreement for any reason other than as specified in
Section 12.2(a), the Deposit (or if a Closing and/or one or more Extension
Closings shall have already occurred, such portion of the Deposit as has not
theretofore been paid to the Receiver) shall be paid to the
Receiver.

     

    12.3        REMEDIES

     

    Upon a
termination of this Agreement pursuant to this Section 12, payment and delivery
of the Deposit (or if a Closing and/or one or more Extension Closings shall have
already occurred, such portion of the Deposit as has not theretofore been paid
to the Receiver) as provided in this Section 12 and other applicable provisions
of this Agreement will be (except as otherwise provided in Sections 12.5 and
12.6) the sole and exclusive remedy of the parties under this Agreement. The
parties acknowledge that in determining the amount of the Deposit (or if a
Closing and/or one or more Extension Closings shall have already occurred, such
portion of the Deposit as has not theretofore been paid to the Receiver), the
disposition thereof, the parties took into account, among other things, the fact
that an extended period of time will occur between the signing of this Agreement
and the Closing, during which time considerable administrative expenses will
have accrued, and that it is inherently uncertain whether the Required
Governmental Approvals will be obtained by Buyer. The parties have agreed that
the actual damages in the event of a termination of this Agreement would be
extremely difficult or impractical to determine. The parties acknowledge that
the Deposit (or if a Closing and/or one or more Extension Closings shall have
already occurred, such portion of the Deposit as has not theretofore been paid
to the Receiver) has been agreed upon, after negotiation, as the reasonable
estimate of the Receiver’s damages in the event of a termination of this
Agreement.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    12.4        OBLIGATIONS
ON TERMINATION

     

    In the
event of termination of this Agreement for any reason pursuant to this Section
12:

     

    (a)           Each
party shall redeliver all documents, work papers and any other material of each
other party relating to the transactions contemplated hereby (including any
copies of the foregoing), whether obtained before or after the execution hereof,
and whether in paper, electronic or other medium, to the party furnishing the
same, and shall, subject to applicable Law, permanently delete any electronic
versions of all such documents, work papers of other material in its possession
(other than such documents, work papers or other material relevant to
determination of the existence of the right to terminate under Section 12.1);
and an officer of each party shall certify to the other party that all such
material has been redelivered and permanently deleted in accordance with this
Section 12.4.  For purposes of this Section 12.4(a), “permanently delete”
shall mean to delete any such copies from all email and other computer folders,
files, boxes, such as “in”, “deleted”, “sent email” and “draft email”, and final
emptying of all trash, recycle and deleted folders or boxes; and

     

    (b)           Except
as otherwise provided in this Section 12 and Sections 7.2 and 8.8, all
obligations of the Parties under this Agreement shall terminate and there shall
be no liability hereunder of any party hereto to any other party.

     

    12.5        TERMINATION
UNDER SECTION 12.1(a)(vi)

     

    If this
Agreement is terminated by the Receiver pursuant to Section 12.1(a)(vi) prior to
an initial Closing and a transaction for the sale of the Purchased Assets or
capital stock of the Companies to a third party other than Buyer who is the
Successful Bidder (as defined in the Bidding Procedures Order) pursuant to the
Bidding Procedures Order (a “Third Party
Transaction”), is consummated, then, at the closing of such Third Party
Transaction, the Receiver shall pay to Buyer from the proceeds of such
transaction in accordance with the Bidding Procedures Order an amount equal to
One Million Dollars ($1,000,000) (the “Breakup Fee”).
Notwithstanding the foregoing, the Breakup Fee shall not be due and payable if
the Canadian Court or the Bankruptcy Court does not approve payment of the
Breakup Fee for any reason. Amounts owed to Buyer under this Section 12.5 shall
be paid and payable only upon a closing of a Third Party Transaction with
respect to those Purchased Assets which are a part of such Third Party
Transaction (whether in one or a series of transactions), and, if the Purchased
Assets include less than all of the Purchased Assets for the Companies, the
amount of such Breakup Fee shall be equal to: (A) the Breakup Fee multiplied by (B) the
percentage allocations indicated in Schedule 2.6(b) for
the Purchased Assets purchased by the Successful Bidder at such closing. For
purposes of clarification, a Third Party Transaction shall not include any
transaction involving the sale of the Purchased Assets or capital stock of the
Companies that is not consummated pursuant to the Bidding Procedures Order. In
the event that the Receiver remarkets the Purchased Assets for sale following
termination of this Agreement pursuant to Section 12.1(a)(vi) whereby the Third
Party Transaction fails to close, no Breakup Fee shall be payable to Purchaser.
The parties acknowledge and agree that the Breakup Fee is an essential part of
the consideration for Buyer to agree to enter into this Agreement. The parties
agree that the Breakup Fee shall be the full and liquidated damages of Buyer
arising out of any termination of this Agreement pursuant to Section
12.1(a)(vi).

     

    12.6        TERMINATION
UNDER SECTION 12.1(a)(vii)

     

    If this
Agreement is terminated by Buyer pursuant to Section 12.1(a)(vii) prior to an
initial Closing, then the Receiver promptly thereafter shall, from the assets
subject to the Receivership Order, reimburse Buyer for Buyer’s reasonable
out-of-pocket costs and expenses (including but not limited to the fees and
expenses of Buyer’s attorneys and accountants) incurred in connection with the
preparation and negotiation of this Agreement and the transactions provided for
herein; provided,
however, that the amount subject to reimbursement pursuant to this
Section 12.6 shall not exceed One Hundred Thousand Dollars
($100,000).

     

     
13.        GENERAL
PROVISIONS

     

    13.1        EXPENSES

     

    Except as
otherwise expressly provided in this Agreement, each party to this Agreement
will bear its own expenses and its Representatives’ respective expenses incurred
in connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated by this Agreement. In the event of termination
of this Agreement, the obligation of each party to pay its own expenses will be
subject to any rights of such party arising from a breach of this Agreement by
another party.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    13.2        PUBLIC
ANNOUNCEMENTS

     

    Any
public announcement or similar publicity with respect to this Agreement or the
transactions contemplated by this Agreement will be issued, if at all, at such
time and in such manner as is agreed to in writing by Buyer and the Receiver;
provided, however, that
Buyer shall be permitted to make a public disclosure required by applicable
securities Law (in which case the Receiver shall be entitled to advance review
of any such disclosure).

     

    13.3        NOTICES

     

    All
notices, Consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile, upon
sender’s receipt of confirmation of successful transmission, provided that a
copy is also mailed by registered mail or by a nationally recognized overnight
delivery service (receipt requested), (c) sent by email, upon sender’s
transmission, provided that if the recipient does not confirm receipt thereof by
return email, a copy shall also be mailed by registered mail or by a nationally
recognized overnight delivery service (receipt requested), or (d) received
by the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), if in each case to the appropriate addresses, facsimile
numbers and email addresses set forth below (or to such other address, facsimile
number or email address as a party may designate by notice to the other
parties):

     

    
      
        
          
            
              
                
                  
                    	
                            Buyer:

                          	
                            NG
      Washington II, LLC

                          
	 
      	
                            50
      Brian Hollow Lane, Suite 500W

                          
	 
      	
                            Houston,
      Texas 77027

                          
	 
      	
                            Attention:  Robert
      B. Sturges, Manager

                          
	 
      	
                            Facsimile
      No.: (713) 621-2245

                          
	 
      	
                            Email:
      rsturges@nevadagold.com

                          
	 
      	 
      
	
                            with
      a copy to:

                          
	 	 
	 
      	
                            Wolff
      & Samson P.C.

                          
	 
      	
                            One
      Boland Drive

                          
	 
      	
                            West
      Orange, New Jersey 07052

                          
	 
      	
                            Attention:  David
      M. Hyman, Esq.

                          
	 
      	
                            Facsimile
      No.: (973) 530-2009

                          
	 
      	
                            Email:
      dhyman@wolffsamson.com

                          
	 
      	 
      
	
                            Receiver:

                          	
                            Grant
      Thornton Limited

                          
	 
      	
                            Suite
      1600, Grant Thornton Place

                          
	 
      	
                            333
      Seymour Street

                          
	 
      	
                            Vancouver,
      British Columbia, Canada V6B 0A4

                          
	 
      	
                            Attention:  Mark
      Wentzell

                          
	 
      	
                            Facsimile
      No.:  (604) 685-6569

                          
	 
      	
                            Email:
      mwentzell@grantthornton.ca

                          
	 
      	 
      
	
                            with
      a copy to:

                          
	 
      	 
      
	 
      	
                            Fasken
      Martineau DeMoulin LLP

                          
	 
      	
                            2900
      - 550 Burrard Street

                          
	 
      	
                            Vancouver,
      British Columbia, Canada V6C 0A3

                          
	 
      	
                            Attention:  Kibben
      Jackson

                          
	 
      	
                            Facsimile
      No.:  (604) 632-4786

                          
	 
      	
                            Email:
      kjackson@fasken.com

                          
	 
      	 
      
	
                            with
      a copy to:

                          
	 
      	 
      
	 
      	
                            Davis
      Wright Tremaine LLP

                          
	 
      	
                            1201
      Third Avenue, Suite
2200

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                Seattle,
      Washington 98101-3085

              
	 
      	
                Attention:  Ragan
      Powers

              
	 
      	
                Facsimile
      No.:  (206) 757-7123

              
	 
      	
                Email:
      raganpowers@dwt.com

              


      

    

     

    13.4        JURISDICTION;
SERVICE OF PROCESS

     

    Any
dispute among the parties or between any of them arising out of, pursuant to or
in connection with, this Agreement shall be subject to the jurisdiction of the
Bankruptcy Court, and each of the parties hereto hereby consents for such
purpose to the ongoing jurisdiction of the Bankruptcy Court in any such action
or proceeding and waives any objection to venue laid therein. Process in any
action or proceeding referred to in the preceding sentence may be served on any
party anywhere in the world.

     

    13.5        FURTHER
ASSURANCES

     

    The
parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents,
and (c) to do such other acts and things, all as the other party or parties
may reasonably deem necessary for the purpose of carrying out the transactions
provided for in this Agreement.

     

    13.6        WAIVER

     

    Neither
the failure nor any delay by any party in exercising any right, power, or
privilege under this Agreement or the documents referred to in this Agreement
will operate as a waiver of such right, power, or privilege, and no single or
partial exercise of any such right, power, or privilege will preclude any other
or further exercise of such right, power, or privilege or the exercise of any
other right, power, or privilege. No claim or right arising out of this
Agreement or the documents referred to in this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the waiving party.

     

    13.7        FORTRESS’S
ACCESS TO INFORMATION

     

    (a)           Subject
to Section 13.7(c) below, the Receiver shall be free to share with Fortress any
and all information delivered to it by Buyer in relation to the transactions
contemplated by this Agreement (including, without limitation, the documentation
provided to the Receiver pursuant to Section 9.1 and the financial information
and other adequate assurance materials delivered to Receiver by Buyer
hereunder).

     

    (b)           Subject
to Section 13.7(c) below, each of Receiver’s and Fortress’s Washington gaming
counsel shall be expressly authorized by Buyer to communicate directly with the
WSGC and WSLCB regarding the status of Buyer’s applications for the Required
Government Approvals therefrom and to review such applications.  Such
express authorizations shall be in writing and in a form provided to Buyer by
Receiver’s and Fortress’s Washington gaming counsel and reasonably acceptable to
Buyer, and shall be delivered to the WSGC and the WSLCB within five (5) Business
Days after the Effective Date.

     

    (c)           Any
information provided by Buyer to Receiver, Fortress, or their respective
counsel, pursuant to clause (a) or clause (b) of this Section, which is of a
confidential or non-public and material nature shall, at the request of Buyer,
be subject to a confidentiality agreement reasonably acceptable to the
parties.  In addition, Buyer shall have the right to redact, in any copy of
any application delivered to Receiver’s or Fortress’s Washington gaming counsel
pursuant to Section 13.7(b), (i) any personal information regarding any
individuals, including without limitation social security numbers, home
addresses, and home phone numbers (but excluding, without limitation, any
individual criminal record or history, which shall not be redacted), and (ii)
any financial information regarding any individuals (including, without
limitation, account numbers and tax returns) whose funds are not being utilized,
directly or indirectly, to pay any portion of the Purchase
Price.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    13.8        FORCE
MAJEURE EVENT WITH RESPECT TO CASINOS OTHER THAN SEA-TAC CASINO

     

    If a
Force Majeure Event occurs with respect to any Casino other than the Sea-Tac
Casino and such Force Majeure Event exists at such time as all other conditions
to closing of such Casino have been satisfied under this Agreement, then the
Receiver will notify Buyer in writing of the occurrence of such event, together
with an estimate (to the extent practicable) of the dollar amount, if
applicable, required to cure such event, and within ten (10) days following
Buyer’s receipt of such notice, Buyer shall elect, at its option by written
notice to the Receiver, either (i) to proceed with the Closing of the purchase
of such Casino on the terms and conditions set forth in this Agreement, or (ii)
not to proceed with the Closing on such Casino unless and until such Force
Majeure Event is cured and, if the Closing occurs with respect to any other
Casino(s), the Base Consideration Amount shall be reduced based on the amount
corresponding to such Casino(s) set forth on Schedule 2.6(b);
provided, however, that
if Buyer elects not to proceed with the Closing on such Casino unless and until
such Force Majeure Event is cured, and the Receiver reasonably believes that
such Force Majeure Event may be cured prior to the Outside Closing Date, then
the Receiver may provide written notice to Buyer that it will attempt, at its
sole cost and expense or at the election of Buyer and at Buyer’s sole cost and
expense, to cure such Force Majeure Event prior to the Outside Closing
Date.  If such Force Majeure Event is cured prior to the Outside
Closing Date and all other conditions to closing of such Casino have been
satisfied under this Agreement, then the Receiver shall provide written notice
to Buyer that the Force Majeure Event has been cured, which shall include a
reasonable explanation of the cure and shall set forth the Extension Closing
Date for such Casino (which Extension Closing Date shall be no earlier than five
(5) Business Days from the date of delivery of such notice from the Receiver),
and the parties shall proceed with the Closing of the purchase of such Casino on
the terms and conditions set forth in this Agreement.

     

    13.9        ENTIRE
AGREEMENT AND MODIFICATION

     

    Other
than that certain confidentiality agreement between the Receiver and Buyer’s
Affiliate dated July 16, 2009, which shall remain in full force and effect
subject to the terms thereof, this Agreement (including the Recitals hereto,
which are binding on the parties) supersedes all prior agreements, arrangements
and understandings among the parties or between any of them with respect to the
subject matter hereof and constitutes (along with the documents referred to in
this Agreement) a complete and exclusive statement of the terms of the agreement
among the parties or between any of them with respect to that subject
matter.  This Agreement may not be amended or otherwise modified or
supplemented except by a written agreement executed by both parties and
consented to in writing by Fortress.

     

    13.10      ASSIGNMENT,
SUCCESSORS AND LIMITATION ON THIRD-PARTY RIGHTS

     

    No party
may assign any of its rights or delegate any of its duties under this Agreement
without the prior written consent of the other parties, and any assignment or
delegation made without such consent shall be void; provided, however, that the
Receiver may make such assignments of its rights and delegations of its duties
as may be required by the Canadian Court or the Bankruptcy Court. Subject to the
preceding sentence, this Agreement will apply to, be binding in all respects
upon, and inure to the benefit of the successors and permitted assigns of the
parties.  Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement any legal
or equitable right, remedy, or claim under or with respect to this Agreement or
any provision of this Agreement, and this Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this
Agreement and their successors and permitted assigns; provided, however, that
Fortress is an express third-party beneficiary of this Agreement and shall have
the right to enforce the same.

     

    13.11      SEVERABILITY

     

    If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.

     

    13.12      GOVERNING
LAW

     

    This
Agreement will be governed by, and construed and enforced in accordance with,
the Laws of the State of Washington without regard to conflicts of laws rules or
principles.

     

    13.13      COUNTERPARTS

     

    This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same
agreement.


    
      
         


      

      
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    13.14      SURVIVAL

     

    The
parties hereto agree that all representations and warranties contained in this
Agreement (other than the representations and warranties contained in Sections
7.2 and 8.8) or in any certificate or other writing delivered by any of the
parties hereto in connection herewith, and all covenants and agreements
contained in this Agreement or in any certificate or other writing delivered by
the Receiver, the Companies, or Buyer in connection herewith that by their terms
are to be performed before the Closing (or the Extension Closing, if applicable)
shall terminate upon the Closing (or such Extension Closing), and neither the
Receiver or Buyer shall have any liability to others for any alleged breach of
such warranties and representations or the applicable pre-Closing covenants or
agreements if the Closing (including but not limited to an initial Closing)
occurs.

     

    13.15      TIME
OF THE ESSENCE

     

    Time is
of the essence in the performance of this Agreement.

     

    13.16      STATUS
OF THE RECEIVER

     

    Buyer
acknowledges that Grant Thornton Limited is entering into this Agreement in its
capacity as court appointed interim receiver and receiver and manager of the
assets and undertaking of the Companies and not in its personal capacity, and
that Buyer will have recourse under or in connection with the terms, conditions,
covenants, representations and warranties under this Agreement only against the
Receiver in its capacity as such and with any obligations or liabilities of the
Receiver hereunder to be satisfied solely from the assets of the Companies and
other assets subject to the Receivership Order, and Buyer will have no recourse
against Grant Thornton Limited in its personal capacity, nor any of Grant
Thornton Limited’s officers, directors, agents, or employees, under or in
connection with the terms, conditions, covenants, representations and warranties
under this Agreement.

     

    13.17      EXECUTION
BY FACSIMILE AND EMAIL

     

    Signatures
required for this Agreement may be made by facsimile and/or email and shall have
the same force and effect of written signatures.

     

    [Signatures
are on the following page]


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.

     

    BUYER:

     

    NG
WASHINGTON II, LLC

     

    By:  /s/
Robert B. Sturges

    


    Name:
Robert B. Sturges

    Title:
Manager

     

    RECEIVER:

     

    GRANT THORNTON LIMITED in its
capacity as interim receiver

    and
receiver and manager of the Companies, and not in its personal
capacity

    


    By:  /s/
Mark Wentzell

     

    Name:
Mark Wentzell CA, CIRP

     

    Title:
Senior Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    Form
of Escrow Agreement

    


    (See
Attached)

    
      
         

        ESCROW
AGREEMENT

         

        THIS
ESCROW AGREEMENT (this “Escrow Agreement”),
dated as of April 14, 2010, is made by and among NG Washington II, LLC, a
Washington limited liability company (“Buyer”), Grant
Thornton Limited in its capacity as court-appointed receiver and not in its
personal capacity (the “Receiver”), and U.S.
Bank National Association, as escrow agent (the “Escrow
Agent”).  Buyer, Receiver and the Escrow Agent are sometimes
collectively referred to herein as the “Parties”.

         

        WHEREAS,
that certain Asset Purchase Agreement, dated as of April 14, 2010, by and
between Buyer and the Receiver (as the same may be amended or modified from time
to time in accordance with its terms, the “Purchase Agreement”),
provides for, among other things, the acquisition by Buyer of substantially all
of the assets of the Companies;

         

        WHEREAS,
pursuant to the Purchase Agreement and as part of the transactions contemplated
thereby, the Parties agreed to enter into this Escrow Agreement and Buyer has
agreed to deposit in a United States bank account controlled by the Escrow Agent
an amount equal to the Deposit (as defined in Section 2 below),
which amount will be held in escrow by the Escrow Agent and applied as set forth
herein and in the Purchase Agreement;

         

        WHEREAS,
the parties hereto desire to more specifically set forth their rights and
obligations with respect to the Escrow Funds (as defined in Section 2 below) and
the distribution and release thereof;

         

        WHEREAS,
Section 9.6 of the Purchase Agreement provides for certain Washington state
local taxes to be remitted to the Escrow Agent for further submission to the
appropriate governmental authorities; and

         

        WHEREAS,
the Escrow Agent has agreed to serve in the capacity described herein on the
terms and subject to the conditions of this Escrow Agreement.

         

        NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto hereby agree as follows:

         

        1.      Appointment of Escrow
Agent.  The Parties hereby appoint the Escrow Agent as escrow
agent in accordance with the terms and conditions set forth herein, and the
Escrow Agent hereby accepts such appointment.

         

        2.      Escrow
Deposit.

         

        (a)    Simultaneously
with the execution of this Escrow Agreement, Buyer is delivering to the Escrow
Agent, by wire transfer of immediately available funds for deposit in a United
Stated bank account with the Escrow Agent, One Million Dollars ($1,000,000)
(including any interest accrued thereon, the “Deposit”).  The
Deposit and the Tax Amounts (as defined in Section 5 below), are
sometimes referred to herein as the “Escrow
Funds”.

         

        (b)    The
Escrow Agent hereby agrees to hold the Escrow Funds in the Escrow Account,
subject to the terms and conditions of this Escrow Agreement.  The
Escrow Agent shall not distribute or release the Escrow Funds except in
accordance with the express terms and conditions of this Escrow Agreement and
the Purchase Agreement.

         

        3.      Permissible Investments of
the Escrow Funds.

         

        (a)    The
Escrow Funds shall be invested in the fund or funds set forth on the Schedule of Permitted
Investments attached to this Agreement and as Buyer and the Receiver
jointly instruct the Escrow Agent or such successor fund
with the Escrow Agent (each, a “Permitted
Investment”), until disbursement of all of the Escrow
Funds.  The Escrow Agent is authorized to liquidate in accordance with
its customary procedures any portion of the Escrow Funds consisting of
investments to provide for payments required to be made under this Escrow
Agreement.

         

        (b)    Except
to the extent provided in Section 6(i) and
Section 8
below, any and all interest, income and gains (“Interest”) accrued on
the Escrow Funds shall be solely for the account of Buyer, including for income
tax purposes, unless and until released to the Receiver or its
assigns.


        
          
             


          

          
            1

            
              

            

          

          
             


          

        

         

        (c)    The
Parties recognize and agree that the Escrow Agent will not provide supervision,
recommendations or advice relating to either the investment of moneys held in
the Escrow Accounts or the purchase, sale, retention or other disposition of any
investment.  Interest and other earnings on investments shall be added
to the Escrow Accounts.  Any loss or expense incurred as a result of
an investment will be borne by the respective Escrow Accounts.  The
Escrow Agent is hereby authorized to execute purchases and sales of investments
through the facilities of its own trading or capital markets operations or those
of any affiliated entity.  The Escrow Agent shall send statements to
each of the Parties on a monthly basis reflecting activity in the Escrow
Accounts for the preceding month.

         

        (d)    The
Parties acknowledge and agree that the transfer of any moneys from the Escrow
Accounts is subject to the final settlement of the sale of any
securities.

         

        (e)    The
Escrow Agent shall have no responsibility or liability for any diminution in
value of any assets held hereunder which may result from any investment or
reinvestment made in accordance with any provision which may be contained
herein, except in the case of the negligence, bad faith or willful misconduct of
the Escrow Agent.

         

        (f)     In
the absence of written direction to the Escrow Agent to invest the Escrow Funds
(or a portion thereof) in a different Permitted Investment, Escrow Agent is
hereby directed to invest funds in the U.S. Bank Money Market Savings
account.  Buyer and the Receiver acknowledge that the U.S. Bank Money
Market account is a U. S. Bank National Association (“U.S. Bank”)
interest-bearing money market deposit account designed to meet the needs of U.S.
Bank’s Corporate Trust Services Escrow Group and other Corporate Trust customers
of U.S. Bank.  Selection of this investment includes authorization to
place funds on deposit with U.S. Bank.  U.S. Bank uses the daily
balance method to calculate interest on this account (actual/365 or
366).  This method applies a daily periodic rate to the principal
balance in the account each day.  Interest is accrued daily and
credited monthly to the account.  Interest rates currently offered on
the accounts are determined at U.S. Bank’s discretion and may be tiered by
customer deposit amount.  The owner of the accounts is U.S. Bank as
agent for its trust customers.  U.S. Bank’s trust department performs
all account deposits and withdrawals.  Each customer’s deposit is
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to
applicable FDIC limits.  Any and all Interest earned on the Escrow
Funds after the deposit shall be added to the Escrow Funds and shall become a
part thereof, but shall be treated for tax purposes as provided in Section
3(b).  Escrow Agent shall thereafter hold, maintain and utilize
the Proceeds pursuant to the terms and conditions of this
Agreement.  Buyer and the Receiver, as appropriate, shall provide
Escrow Agent with a W-9 or W-8 IRS tax form prior to the disbursement of
interest and Escrow Agent will file the appropriate 1099 or other required forms
pursuant to Federal and applicable state laws.  A statement of
citizenship will be provided if requested by Escrow Agent.  Escrow
Agent shall not be responsible for maximizing the yield on the Escrow
Funds.  Escrow Agent shall not be liable for losses, penalties or
charges incurred upon any sale or purchase of any such investment.

         

        4.      Release of the Escrow
Funds.  The Escrow Funds shall only be distributed and released
as follows:

         

        (a)    Termination of
Agreement.

         

        (i)     Release
Notice.  Upon termination of the Purchase Agreement prior to an
initial Closing under the Purchase Agreement, either Buyer or the Receiver (such
Party, the “Notifying
Party”) may deliver to the Escrow Agent and the other Party (the “Other Party”) a
notice (a “Release
Notice”) setting forth (i) the section of the Purchase Agreement pursuant
to which the Purchase Agreement was terminated (the “Applicable Termination
Subsection”), (ii) instructions to the Escrow Agent to release the
Deposit to the appropriate Party consistent with the terms of the Applicable
Termination Subsection.  The Notifying Party shall also deliver to the
Escrow Agent written proof of delivery to the Other Party of a copy of the
Release Notice (which proof may consist of, among other things, a photocopy of
the registered or certified mail or overnight courier receipt or the signed
receipt if delivered by hand).  If the Escrow Agent has not received a
written objection to a Release Notice from the Other Party within fifteen (15)
calendar days following the Escrow Agent’s receipt of such proof of delivery to
the Other Party, then on the sixteenth (16th) day following such receipt (or the
next Business Day if such sixteenth day (16th) is not a Business Day) the Escrow
Agent shall release the Deposit to the Party or Parties indicated in the Release
Notice by wire transfer to an account or accounts designated prior to the date
of such release by such Party or Parties.

         

        (ii)    Objection to Release and
Resolution of Disputes.  If the Other Party delivers to the
Escrow Agent and the Notifying Party a written objection (a “Release Dispute
Notice”) to any Release Notice within fifteen (15) calendar days
following the Escrow Agent’s receipt of proof of delivery of such Release
Notice, then the Escrow Agent shall not distribute to the Party or Parties
indicated in the Release Notice the Deposit until the Escrow Agent receives
either (i) written instructions signed by the Notifying Party and the Other
Party (a “Joint
Certificate”) authorizing the release of the Deposit or (ii) a Final
Order (as defined in Section 6(e) below)
directing the release to the appropriate Party or Parties of the
Deposit.  Upon receipt of such Joint Certificate or a Final Order, as
the case may be, the Escrow Agent shall release to the appropriate Party or
Parties, as the case may be, the Deposit in accordance with such Joint
Certificate or Final Order.  The Parties agree to negotiate in good
faith to resolve as promptly as practicable the release of any portion of the
Escrow Funds that is the subject of a Release Dispute Notice.


        
          
             


          

          
            2

            
              

            

          

          
             


          

        

         

        (b)    Release of Deposit Upon
Closing.  At the Closing, Buyer and the Receiver shall provide
to the Escrow Agent a Joint Certificate instructing the Escrow Agent that the
Closing will occur simultaneously with delivery of the Joint Certificate, and
immediately upon receipt of the Joint Certificate, the Escrow Agent shall
deliver the Deposit, or applicable portion thereof, to the Receiver (by wire
transfer to one or more accounts designated by the Receiver to the Escrow Agent
prior to the date of the Closing) at such Closing in immediately available
funds.

         

        5.      Escrow and Remittance of Tax
Amounts.

         

        At the
Closing, (a) Buyer will deliver to the Escrow Agent (i)(x) the Use Tax Return,
and (y) a completed Real Estate Excise Tax Affidavit for each Company that holds
tenant-owned leasehold improvements; (b) Buyer will deliver to the Escrow Agent
cash, without reduction of the Purchase Price, in an amount equal to the sum of
(i) “Total Use Tax Due” reflected on such Use Tax Return and (ii) fifty percent
(50%) the total amount of Real Estate Excise Tax Due pursuant to such Real
Estate Excise Tax Affidavits; and (c) the Receiver will deliver to the Escrow
Agent cash in an amount equal to fifty percent (50%) of the total amount of Real
Estate Excise Tax Due pursuant to all such Real Estate Excise Tax
Affidavits.  The Escrow Agent shall remit such returns and cash
amounts, as appropriate, to the Washington State Department of Revenue or the
recording office of the county in which such Company’s tenant-owned leasehold
improvements are located.  Notwithstanding anything to the contrary
herein, in the event that the Receiver and Buyer elect to close the purchase and
sale of the Purchased Assets through multiple closings as provided in the
Purchase Agreement, then, at the initial Closing thereof and each Extension
Closing, Buyer will deliver a separate Use Tax Return and Real Estate Excise Tax
Affidavit in accordance with clause (a) of the previous sentence, together with
the requisite cash payments as described in clause (b) above, in respect of the
Purchased Assets purchased at such Closing, and the Receiver will deliver the
cash payments described in clause (c) above, and the Escrow Agent will timely
file such returns and remit such cash payments following each such
Closing.  At the Closing, or, if multiple closings are elected as
described in the preceding sentence, the initial Closing thereof and each
Extension Closing, Buyer and/or Receiver, as applicable, shall also deliver to
the Escrow Agent cash equal to the amount of ad valorem taxes necessary to
satisfy the allocation and/or proration of such taxes as provided in Section
9.6(d) of the Purchase Agreement and for which invoices or assessments have been
received.  The Escrow Agent will timely remit to the Washington State
Department of Revenue or other applicable taxing authority any amounts
deposited, pursuant to the previous sentence, in respect of ad valorem
taxes.  The taxes remitted to the Escrow Agent pursuant to this Section 5 are
sometimes referred to herein as the “Tax
Amounts”.

         

        6.      Conditions to
Escrow.  The Escrow Agent agrees to hold the Escrow Funds and
to perform its obligations in accordance with the terms and provisions of this
Escrow Agreement.  The Parties agree that the Escrow Agent shall not
assume any responsibility for the failure of the Parties to perform in
accordance with the Purchase Agreement or this Escrow Agreement.  The
acceptance by the Escrow Agent of its responsibilities hereunder is subject to
the following terms and conditions that the Parties agree shall govern and
control with respect to the Escrow Agent’s rights, duties and liabilities
hereunder:

         

        (a)    So
long as the Escrow Agent exercises reasonable care, the Escrow Agent shall (i)
be protected in acting upon any written notice, request, waiver, consent,
receipt or other paper or document furnished to it, not only as to its due
execution and validity and the effectiveness of its provisions, but also as to
the truth and accuracy of any information therein contained, which the Escrow
Agent in good faith believes to be genuine and what it purports to be, and (ii)
be relieved from the necessity of satisfying itself as to the authority of the
persons executing this Escrow Agreement in a representative capacity on behalf
of any of the Parties.  Should it be necessary for the Escrow Agent to
act upon any instructions, directions, documents or instruments issued or signed
by or on behalf of any corporation, partnership, fiduciary or individual acting
on behalf of another party hereto, it shall not be necessary for the Escrow
Agent to inquire into such corporation’s, partnership’s, fiduciary’s or
individual’s authority.

         

        (b)    The
Escrow Agent shall not be liable for anything which it may do or refrain from
doing in connection herewith, except for its own negligence, bad faith or
willful misconduct.

         

        (c)    The
Escrow Agent may consult with, and obtain advice from, reputable legal counsel
in the event of any question as to any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully protected in
acting in good faith in accordance with the opinion and instructions of such
counsel.


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        (d)    The
Escrow Agent shall have the right to resign at any time by giving 30 calendar
days written notice of such resignation to the Parties and the Parties shall
have the right to terminate the services of the Escrow Agent hereunder at any
time by giving written notice (with such written notice being signed by Buyer
and the Receiver) of such termination to the Escrow Agent, in each case
specifying the effective date of such resignation or
termination.  Within 20 calendar days after receiving or delivering
the aforesaid notice, as the case may be, the Parties agree to appoint a
successor escrow agent to which the Escrow Agent shall distribute the property
then held hereunder.  If a successor escrow agent has not been
appointed and has not accepted such appointment by the end of such 20 day
period, the Escrow Agent may apply to a court of competent jurisdiction for the
appointment of a successor escrow agent, and the costs, expenses and reasonable
attorneys’ fees which are incurred in connection with any such proceeding shall
be paid out pursuant to Section 8.  If
the Escrow Agent is terminated or resigns, except as otherwise agreed to in
writing by the Parties, the Escrow Funds shall not be released from the Escrow
Accounts unless and until a successor escrow agent has been appointed in
accordance with this Section 6(d).

         

        (e)    Upon
delivery of all of the Escrow Funds pursuant to the terms of Section 4 above or to a
successor escrow agent, the Escrow Agent shall thereafter be discharged from any
further obligations hereunder.  The Escrow Agent is hereby authorized,
in any and all events, to comply with and obey any and all final and
nonappealable determination, finding, judgment and/or award in any state or
federal court (a “Final Order”) and, if
it shall so comply or obey, it shall not be liable to any other person by reason
of such compliance or obedience.  The Escrow Agent shall be entitled
to receive and may conclusively rely upon an opinion of counsel to the effect
that an arbitration award is final and nonappealable.

         

        (f)     In
the event that (i) any dispute shall arise between or among the Parties
with respect to the disposition or disbursement of any of the assets held
hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed
in a situation not explicitly addressed by the terms of this Escrow Agreement
whether because of conflicting demands by the Parties or otherwise, the Escrow
Agent shall be permitted to interplead all of the assets held hereunder into a
court of competent jurisdiction, and thereafter be fully relieved from any and
all liability or obligation with respect to such interpleaded assets. The
Parties further agree to pursue any redress or recourse in connection with such
a dispute, without making the Escrow Agent a party to the same.

         

        (g)    The
Escrow Agent shall have the right to perform any of its duties hereunder through
agents, attorneys, custodians or nominees. Any banking association
or corporation into which the Escrow Agent may be merged, converted or with
which the Escrow Agent may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Escrow Agent shall be a
party, or any banking association or corporation to which all or substantially
all of the corporate trust business of the Escrow Agent shall be transferred,
shall succeed to all the Escrow Agent’s rights, obligations and immunities
hereunder without the execution or filing of any paper or any further act on the
part of any of the Parties, anything herein to the contrary
notwithstanding.

         

        (h)    The
Escrow Agent shall be under no obligation to invest the deposited funds or the
income generated thereby until it has received a Form W-9 or W-8, as applicable,
from Buyer, regardless of whether such party is exempt from reporting or
withholding requirements under the Internal Revenue Code of 1986, as
amended.  Any tax returns required to be prepared and filed will be
prepared and filed by Buyer with the Internal Revenue Service in all years
income is earned, whether or not income is received or distributed in any
particular tax year, and the Escrow Agent shall have no responsibility for the
preparation and/or filing of any tax return with respect to any income earned by
the Escrow Accounts. The Parties agree that income earned from the investment of
any sums held in the Escrow Accounts shall be treated for United States tax
purposes as income of Buyer.  Any taxes payable on income earned from
the investment of any sums held in the Escrow Accounts shall be paid by Buyer,
whether or not the income was distributed by the Escrow Agent during any
particular year. The Escrow Agent shall have no obligation to pay any taxes or
estimated taxes.

         

        (i)      In
the event that any escrow property shall be attached, garnished or levied upon
by any court order, or the delivery thereof shall be stayed or enjoined by an
order of a court, or any order, judgment or decree shall be made or entered by
any court order affecting the property deposited under this Escrow Agreement,
the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey
and comply with all writs, orders or decrees so entered or issued, which it is
advised by legal counsel of its own choosing is binding upon it, whether with or
without jurisdiction, and in the event that the Escrow Agent obeys or complies
with any such writ, order or decree it shall not be liable to any of the parties
hereto or to any other person, firm or corporation, by reason of such compliance
notwithstanding such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.

         

        7.      Indemnification.  Buyer
and the Receiver hereby jointly and severally agree to indemnify the Escrow
Agent for and to hold it harmless against any loss, liability or reasonable
expense (including reasonable attorneys’ fees and expenses) incurred without
negligence, willful misconduct or bad faith on the part of the Escrow Agent
arising out of or in connection with its performance under this Escrow
Agreement.  Such indemnification shall survive the termination of this
Escrow Agreement and the resignation or removal of the Escrow
Agent.  In the event any litigation is brought against the Escrow
Agent in respect of which indemnification may be sought hereunder, the Escrow
Agent shall give prompt notice of that litigation to the Parties and the
Parties, upon receipt of that notice, shall have the obligation and the right to
assume the defense of such litigation.  At its own expense, the Escrow
Agent may employ separate counsel and participate in the defense of any
litigation so assumed by the Parties.  The Parties shall not be liable
for any settlement without their respective consents.


        
          
             


          

          
            4

            
              

            

          

          
             


          

        

         

        8.      Escrow
Costs.  The Escrow Agent shall be entitled to be paid a fee for
its services pursuant to the attached Schedule of Fees and
to be reimbursed for its reasonable costs and expenses incurred in connection
with maintaining the Escrow Account hereunder, which fees, costs and expenses
shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the
Receiver.

         

        9.      Limitations on Rights to the
Escrow Funds.  Except as set forth in this Agreement or the
Purchase Agreement, none of the Parties shall have any right, title or interest
in or to, or possession of, the Escrow Account and therefore shall not have the
ability to pledge, convey, hypothecate or grant as security all or any portion
of the Escrow Funds unless and until such funds have been released pursuant to
Section 4
above.  No creditor of Buyer, the Receiver, or any of the Companies
shall have any right to have or to hold or otherwise attach or seize all or any
portion of the Escrow Funds as collateral for any obligation and shall not be
able to obtain a security interest in any of the Escrow Funds unless and until
such funds have been released pursuant to Section 4(a)
above.

         

        10.    Notices.  Except
as otherwise expressly provided herein, all notices, demands and other
communications to be given or delivered under or by reason of the provisions of
this Escrow Agreement shall be in writing and shall be deemed to have been given
(a) when personally delivered, (b) when transmitted via facsimile device to the
number set out below or transmitted by electronic mail if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), (c) the day following the day (except if not a
Business Day then the next Business Day) on which the same has been delivered
prepaid to a reputable national overnight air courier service or (d) the third
business day following the day on which the same is sent by certified or
registered mail, postage prepaid, in each case to the respective parties at the
address set forth below, or at such other address as such party may specify by
written notice to the other party hereto:

         

        Receiver:

         

        Grant
Thornton Limited

        Suite
1600, Grant Thornton Place

        333
Seymour Street

        Vancouver,
British Columbia, Canada V6B 0A4

         

        Facsimile:
(604) 685-6569

        Attn:      Mark
Wentzell

         

        with a copy
to:

         

        Fasken
Matineau DeMoulin LLP

        2900 –
550 Burrard Street

        Vancouver,
British Columbia, Canada V6C 0A3

        Facsimile:
(604) 632-4786

        Attn:      Kibben
Jackson, Esq.

         

        with a copy
to:

         

        Davis
Wright Tremaine LLP

        1201
Third Avenue, Suite 2200

        Seattle,
Washington 98101-3085

        Facsimile:
(206) 757-7123

        Attn:      Ragan
Powers, Esq.

         

        Buyer:

        


        NG
Washington II, LLC

        50 Brian
Hollow Lane, Suite 500W


        
          
             


          

          
            5

            
              

            

          

          
             


          

        

        


        Houston,
Texas 77027

        Facsimile:
(713) 621-2245

        Attn:  Robert
B. Sturges, Manager

        


        with a copy to:

        


        Wolff
& Samson P.C.

        One
Boland Drive

        West
Orange, New Jersey 07052

        Facsimile:
(973) 530-2221

        Attn:  David
M. Hyman, Esq.

        


        The Escrow
Agent:

        


        U.S. Bank
Corporate Trust Services

        60
Livingston Avenue, EP-MN-WS3T

        St. Paul,
MN  55107-2292

        Phone:
(651) 495-3808

        Facsimile:
(651) 495-8087

        Attn:  Scott
Kjar

        


        With a fax copy
to:

        Shirley
Young

        Phone:
(206) 344-4686

        Facsimile:
(206)
344-4630

        


        11.    Entire Agreement;
Amendments.  This Escrow Agreement, together with the Purchase
Agreement, contains the entire understanding of the Parties hereto with respect
to the subject matter hereof and supersedes any prior understandings or
agreements by or among the Parties hereto, whether written or oral, which may
have related to the subject matter hereof in any way.  This Escrow
Agreement may be amended, or any provision of this Escrow Agreement may be
waived, so long as such amendment or waiver is set forth in a writing executed
by Buyer and the Receiver (a copy of which shall be promptly provided to the
Escrow Agent); provided that if any such amendment or waiver would have the
effect of increasing or expanding the Escrow Agent’s obligations or duties under
this Escrow Agreement, the written consent of the Escrow Agent shall be required
in addition to the written consent of Buyer and the Receiver.  No
course of dealing between or among the Parties hereto shall be deemed effective
to modify, amend or discharge any part of this Escrow Agreement or any rights or
obligations of any Party hereto under or by reason of this Escrow
Agreement.

         

        12.    Assigns and
Assignment.  This Escrow Agreement and all actions taken
hereunder shall inure to the benefit of and shall be binding upon all of the
Parties hereto and upon all of their respective successors and assigns; provided
that (a) the Escrow Agent shall not be permitted to assign its obligations
hereunder, and (b) no such assignment of any of the Parties shall be
binding against the Escrow Agent unless and until written notice of such
assignment is delivered to and acknowledged by the Escrow Agent.

         

        13.    Third Party
Beneficiaries.  Nothing herein expressed or implied is intended
or shall be construed to confer upon or to give any person other than the Escrow
Agent, the Parties and their permitted assigns any rights or remedies under or
by reason of this Escrow Agreement; provided, however, that
Fortress Credit Corp., Fortress Credit Opportunities I LP, and Fortress Credit
Funding II LP (including their respective successors and permitted assigns,
collectively, “Fortress”), as
secured creditors of the shares and assets of the Companies, are express
third-party beneficiaries of this Agreement and shall have the right to enforce
the same.

         

        14.    Interpretation.  The
headings in this Escrow Agreement are inserted for convenience of reference only
and shall not be a part of or control or affect the meaning hereof.

         

        15.    Banking
Days.  If any date on which the Escrow Agent is required to
make an investment or a delivery pursuant to the provisions hereof is not a
banking day, then the Escrow Agent shall make such investment or delivery on the
next succeeding banking day.


        
          
             


          

          
            6

            
              

            

          

          
             


          

        

         

        16.    No
Waiver.  No failure or delay by a Party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, and
no single or partial exercise thereof shall preclude any right of further
exercise or the exercise of any other right, power or privilege.

         

        17.    Severability.  The
Parties hereto agree that (a) the provisions of this Escrow Agreement shall
be severable in the event that for any reason whatsoever the provisions hereof
are invalid, void or otherwise unenforceable, (b) such invalid, void or
otherwise unenforceable provisions shall be automatically replaced by other
provisions that are as similar as possible in terms to such invalid, void or
otherwise unenforceable provisions but are valid and enforceable, and
(c) the remaining provisions shall remain enforceable to the fullest extent
permitted by law.

         

        18.    No Strict
Construction.  The language used in this Escrow Agreement shall
be deemed to be the language chosen by the Parties hereto to express their
collective mutual intent, and no rule of strict construction shall be applied
against any person.  The term “including” as used herein shall be by
way of example, and shall not be deemed to constitute a limitation of any term
or provision contained herein.  Each defined term used in this Escrow
Agreement has a comparable meaning when used in its plural or singular
form.

         

        19.    Governing
Law.  All issues and questions concerning the construction,
validity, enforcement and interpretation of this Escrow Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Washington without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of Washington or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Washington.

         

        20.    Jurisdiction and Service of
Process.  Any dispute among the Parties or between any of them
arising out of, pursuant to or in connection with, this Escrow Agreement shall
be subject to the jurisdiction of the Bankruptcy Court, and each of the Parties
hereto hereby consents for such purpose to the ongoing jurisdiction of the
Bankruptcy Court in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the
world.

         

        21.    Counterparts.  This
Escrow Agreement may be executed by the parties hereto individually or in any
combination, in one or more counterparts (including by means of facsimile
signature pages), each of which shall be an original and all of which shall
together constitute one and the same agreement.

         

        22.    Conflict.  The
Parties agree and acknowledge that to the extent any terms and provisions of
this Escrow Agreement are in any way inconsistent with or in conflict with any
term, condition or provision of the Purchase Agreement, the Purchase Agreement
shall govern and control.

         

        23.    Termination.  This
Escrow Agreement shall terminate when all of the Escrow Funds in the Escrow
Accounts have been released and distributed in accordance with Section 4
hereof.

         

        24.    Capitalized
Terms.  Capitalized terms used herein but not defined herein
shall have the meanings set forth in the Purchase Agreement.

         

        25.    Status of
Receiver.  Each of Escrow Agent
and Buyer acknowledges that Grant Thornton Limited is entering into this
Agreement in its capacity as court appointed interim receiver and receiver and
manager of the assets and undertaking of the Companies and not in its personal
capacity, and that Buyer will have recourse under or in connection with the
terms, conditions, covenants, representations and warranties under this
Agreement only against the Receiver in its capacity as such and with any
obligations or liabilities of the Receiver hereunder to be satisfied solely from
the assets of the Companies and other assets subject to the Receivership Order,
and Escrow Agent, Buyer will have no recourse against Grant Thornton Limited in
its personal capacity, nor any of Grant Thornton Limited’s officers, directors,
agents, or employees, under or in connection with the terms, conditions,
covenants, representations and warranties under this
Agreement.

         

        *          *          *          *


        
          
             


          

          
            7

            
              

            

          

          
             


          

        

         

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

         

        
          
            
              
                
                  	 
      	
                          ESCROW
      AGENT:

                        
	 
      	 
      
	 
      	
                          U.S.
      BANK NATIONAL ASSOCIATION, as Escrow Agent

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Kyle J. Lunde

                        
	 
      	 
      	
                          Name:
      Kyle J. Lunde

                        
	 
      	 
      	
                          Its:
      Account Manager, AVP

                        
	 
      	 
      	 
      
	 
      	
                          RECEIVER:

                        
	 
      	 
      
	 
      	
                          GRANT
      THORNTON LIMITED in its capacity as court-appointed receiver and not in
      its personal capacity

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Mark Wentzell

                        
	 
      	 
      	
                          Name:
      Mark Wentzell CA, CIRP

                        
	 
      	 
      	
                          Its:
      Senior Vice President

                        
	 
      	 
      	 
      
	 
      	
                          BUYER:

                        
	 
      	 
      
	 
      	
                          NG
      WASHINGTON II, LLC

                        
	 
      	 
      	 
      
	 
      	
                          By: 

                        	
                          /s/
      Robert B. Sturges

                        
	 
      	 
      	
                          Name:
      Robert B. Sturges

                        
	 
      	 
      	
                          Its:
      Manager

                        


                

              

            

          

        

        


        
          
            
               


            

            
              8

              
                

              

            

            
               


            

          

        

         

        SCHEDULE
OF PERMITTED INVESTMENTS


        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

         

        SCHEDULE
OF FEES FOR SERVICES AS ESCROW AGENT

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      CTS01010A

                                    	 	
                                      Acceptance Fee The
      acceptance fee includes the administrative review of documents, initial
      set-up of the account, and other reasonably required services up to and
      including the closing.  This is a one-time, non-refundable fee,
      payable at closing.

                                    	 	$	1000	 
	 	 	 	 	 	 	 
	
                                      CTS04460

                                    	 	
                                      Escrow Agent Annual
      administration fee for performance of the routine duties of the escrow
      agent associated with the management of the
      account.  Administration fees are payable in
      advance.

                                    	 	$	1000	 
	 	 	 	 	 	 	 
	
                                      WA
      SALES TAX

                                    	 	
                                      Washington State Sales
      Tax No language needed.

                                    	 	 	9.5	%
	 
      	 	 
      	 	 	 	 
	
                                      Direct
      Out of Pocket Expenses

                                    	 	 	 	 
	 
      	 	
                                      Reimbursement
      of reasonable out-of-pocket expenses associated with the performance of
      our duties, including but not limited to publications, legal counsel after
      the initial close, travel expenses and filing fees.

                                    	 	
                                      At
      Cost

                                    	 
	 	 	 	 	 
	
                                      Extraordinary
      Services

                                    	 	 	 	 
	 
      	 	
                                      In
      the event Extraordinary services are required, all parties will be
      notified in writing of the potential changes.  Extraordinary
      services are duties or responsibilities of an unusual nature, including
      termination, not provided for in the governing documents or otherwise set
      forth in this schedule.  A reasonable charge will be assessed
      based on the nature of the service and the responsibility
      involved.  At our option, these charges will be billed at a flat
      fee or at our hourly rate then in effect.

                                    	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        Account
approval is subject to review and qualification.  Fees are subject to
change at our discretion and upon written notice.  Fees paid in
advance will not be prorated.  The fees set forth above and any
subsequent modifications thereof are part of your
agreement.  Finalization of the transaction constitutes agreement to
the above fee schedule, including agreement to any subsequent changes upon
proper written notice.  In the event your transaction is not
finalized, any related out-of-pocket expenses will be billed to you
directly.  Absent your written instructions to sweep or otherwise
invest, all sums in your account will remain uninvested and no accrued interest
or other compensation will be credited to the account.  Payment of
fees constitutes acceptance of the terms and conditions set forth.

        


        IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:

        To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account.

        For a
non-individual person such as a business entity, a charity, a Trust or other
legal entity we will ask for documentation to verify its formation and existence
as a legal entity. We may also ask to see financial statements, licenses,
identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.

        


        Dated:  April 12,
2010

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    Exhibit
B

    


    Form
of Bill of Sale and Assignment and Assumption Agreement

    


    (See
Attached)

    
      
         

        BILL
OF SALE

        AND

        ASSIGNMENT
AND ASSUMPTION AGREEMENT1

         

        BILL OF
SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of ___________________,
2010, between Grant Thornton Limited in its capacity as court-appointed receiver
and not in its personal capacity (the “Receiver”) for Big
Nevada, Inc., a Washington corporation (“Big Nevada”), Gameco,
Inc., a Washington corporation (“Gameco”), Gaming
Consultants, Inc., a Washington corporation (“Gaming Consultants”),
Gaming Management, Inc., a Washington corporation (“Gaming Management”),
Golden Nugget Tukwila, Inc., a Washington corporation (“Golden Nugget”),
Hollydrift Gaming, Inc., a Washington corporation (“Hollydrift”), Little
Nevada, Inc., a Washington corporation (“Little Nevada”), Mill
Creek Gaming, Inc., a Washington corporation (“Mill Creek”), Royal
Casino Holdings, Inc., a Washington corporation (“RCH”), and Silver
Dollar Mill Creek, Inc., a Washington corporation (“Silver Dollar”, and
together with Big Nevada, Gameco, Gaming Consultants, Gaming Management, Golden
Nugget, Hollydrift, Little Nevada, Mill Creek, RCH, and Silver Dollar, each a
“Company” and
collectively the “Companies”), and NG
Washington II, LLC, a Washington limited liability company (“Buyer”).

         

        WHEREAS,
this Bill of Sale and Assignment and Assumption Agreement is being executed and
delivered pursuant to and in compliance with the consummation of the sale and
purchase transaction contemplated in that certain Asset Purchase Agreement by
Buyer and the Receiver, dated as of April __, 2010 (as the same may be amended
or modified from time to time in accordance with its terms, the “Purchase Agreement”).
Capitalized terms used but not otherwise defined in this Bill of Sale and
Assignment and Assumption Agreement have the respective meanings set forth in
the Purchase Agreement, the applicable terms of which are hereby incorporated by
reference into this Bill of Sale and Assignment and Assumption Agreement;
and

         

        WHEREAS,
pursuant to Sections 2 and 3 of the Purchase Agreement, Receiver has agreed to
sell, assign, transfer, convey and deliver to Buyer, and Buyer has agreed to
purchase and acquire, all of the Companies’ respective rights, titles and
interests in and to the Purchased Assets, including without limitation the
Assumed Real Property Leases and the Assumed Contracts; and

         

        WHEREAS,
pursuant to Section 3.2 of the Purchase Agreement, Buyer has agreed to assume
the Assumed Liabilities; and

         

        WHEREAS,
pursuant to the Purchase Agreement and the Approval Orders, the Receiver has
agreed to execute and deliver this Bill of Sale and Assignment and Assumption
Agreement with respect to the Purchased Assets (including, but not limited to,
the Assumed Real Property Leases and the Assumed Contracts) to be conveyed by
the Receiver to Buyer at the Closing, and Buyer has agreed to execute and
deliver this Bill of Sale and Assignment and Assumption. Agreement with respect
to Buyer’s assumption of the Assumed Liabilities to be assumed by Buyer at the
Closing;

         

        NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, upon the terms and
subject to the conditions set forth in the Purchase Agreement, the Canadian
Approval Order and the U.S. Approval Order and in accordance with Section 365(k)
of the U.S. Bankruptcy Code:

         

        (i)           Receiver
does hereby irrevocably and unconditionally sell, assign, transfer, convey and
deliver to Buyer all right, title and interest of the Companies and each of them
in and to the Purchased Assets, TO HAVE AND TO HOLD the same unto Buyer and its
successors and assigns, to and for its or their use, forever, subject, however,
to all terms, conditions and provisions in the Purchase Agreement, the Canadian
Approval Order and the U.S. Approval Order and provided, however, that no,
right, title or interest is being sold, assigned, transferred or delivered
hereby in or to any Excluded Asset; and

         

        (ii)           Buyer
hereby assumes the Assumed Liabilities as set forth in Section 3.2 of the
Purchase Agreement. Notwithstanding the foregoing, Buyer shall not assume and
shall not be deemed by virtue of the execution and delivery of this Bill of Sale
and Assignment and Assumption Agreement, or as a result of the consummation of
the transactions contemplated by this Bill of Sale and Assignment and Assumption
Agreement, to have assumed any liabilities or obligations of the Companies or
any of them other than the Assumed Liabilities.

        

          


        
          1 If not all of the Casinos are sold to
Buyer pursuant to Section 2.6 of the Purchase Agreement, the Bill of Sale and
Assignment and Assumption Agreement delivered at the initial Closing or any
Extension Closing will be revised consistent with the Purchased Assets
applicable to such Closing.

        


        
          
             


          

          
            1

            
              

            

          

          
             


          

        

         

        The
Purchased Assets are sold and conveyed on an “AS-IS”, “WHERE-IS” basis and on
the terms and conditions set forth in the Purchase Agreement, including Sections
7.2 and 8.4 thereof.

         

        By its
execution hereof, Buyer hereby accepts the foregoing sale, assignment, transfer,
conveyance and delivery of the Purchased Assets.

         

        The terms
and provisions of this Bill of Sale and Assignment and Assumption Agreement
shall be binding upon the Receiver and its successors and assigns, and shall
inure to the benefit of Buyer and its successors and assigns.

         

        Nothing
in this Bill of Sale and Assignment and Assumption Agreement is intended to or
shall confer upon any Person other than the parties, and their respective
successors and assigns, any rights, benefits, or remedies of any nature
whatsoever under or by reason of this Bill of Sale and Assignment and Assumption
Agreement or any transaction contemplated by this Bill of Sale and Assignment
and Assumption Agreement.

         

        This Bill
of Sale and Assignment and Assumption Agreement shall be governed by and
construed and enforced in accordance with (i) the laws of the State of
Washington, without regard to its conflict of laws, rules or principles and (ii)
the U.S. Bankruptcy Code, to the extent applicable.

         

        To the
extent any term or provision herein is inconsistent with the Purchase Agreement,
the terms and provisions of the Purchase Agreement shall control. To the extent
that any term or provision herein or in the Purchase Agreement is inconsistent
with the Canadian Approval Order or the U.S. Approval Order, the Canadian
Approval Order or the U.S. Approval Order, as applicable, shall
control.

         

        This Bill
of Sale and Assignment and Assumption Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any counterpart may be
executed by facsimile signature and such facsimile signature shall be deemed an
original.


         

        [SIGNATURE
PAGE FOLLOWS]


        
          
             


          

          
            2

            
              

            

          

          
             


          

        

         

        IN WITNESS WHEREOF, the
parties hereto have caused this Bill of Sale and Assignment and Assumption
Agreement to be duly executed and delivered as of the date first set forth
above.

         

        
          
            
              
                
                  
                    
                      	 
      	
                              RECEIVER:

                            
	 
      	 
      
	 
      	
                              GRANT
      THORNTON LIMITED in its capacity as court-appointed receiver and not in
      its personal capacity

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            
	 
      	 
      	 
      
	 
      	
                              BUYER:

                            
	 
      	 
      	 
      
	 
      	
                              NG
      Washington II, LLC

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
C

    


    Form
of Trademark and Servicemark Assignment Agreement

    


    (See
Attached)

    

      TRADEMARK
AND SERVICEMARK ASSIGNMENT AGREEMENT1

      


      THIS
TRADEMARK AND SERVICEMARK ASSIGNMENT AGREEMENT (this “Assignment”),
effective as of this ___ day of [______], 2010 (the “Effective Date”), is
from Grant Thornton Limited in its capacity as court-appointed receiver and not
in its personal capacity (the “Assignor”) for Big
Nevada, Inc., a Washington corporation, Gameco, Inc., a Washington corporation,
Gaming Consultants, Inc., a Washington corporation, Gaming Management, Inc., a
Washington corporation, Golden Nugget Tukwila, Inc., a Washington corporation,
Hollydrift Gaming, Inc., a Washington corporation, Little Nevada, Inc., a
Washington corporation, Mill Creek Gaming, Inc., a Washington corporation, Royal
Casino Holdings, Inc., a Washington corporation, and Silver Dollar Mill Creek,
Inc., a Washington corporation (collectively the “Companies”), to NG
Washington II, LLC, a Washington limited liability company (the “Assignee”).

      


      WHEREAS, (i) certain Washington
State Trademark Registrations, including the Washington State Trademark
Registrations listed in the attached Schedule A, are used
in connection with the Companies’ Businesses and (ii) certain phrases or words
that may be common law trademarks, including those listed on the attached Schedule A, are used
in connection with the Companies’ Businesses (collectively the “Assigned
Marks”).


      


      WHEREAS,
Assignor and Assignee have entered into an Asset Purchase Agreement dated as of
April __, 2010 (as the same may be amended or modified from time to time in
accordance with its terms, the “Asset Purchase
Agreement”), pursuant to which, among other things, Assignee will acquire
all right, title and interest that Assignor may have in and to the Assigned
Marks pursuant to Section 2 of the Asset Purchase Agreement.

      


      WHEREAS,
pursuant to the Asset Purchase Agreement and the Approval Orders, the Assignor
has agreed to execute and deliver this Assignment with respect to the Assigned
Marks to be assigned by Assignor to Assignee at the Closing.

      


      Capitalized
terms not otherwise defined in this Assignment, as used in this Assignment, will
have the respective meanings set forth in the Asset Purchase
Agreement.

      


      NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged, and intending to be legally bound hereby, upon the
terms and subject to the conditions set forth in the Asset Purchase Agreement,
the Canadian Approval Order and the U.S. Approval Order and in accordance with
relevant section of the U.S. Bankruptcy Code, the Parties agree as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Assignor
      does hereby sell, assign, quitclaim and transfer to Assignee all right,
      title and interest it may have, if any, in and to the Assigned Marks,
      together with the goodwill connected with and symbolized by the Assigned
      Marks, or to which the Assigned Marks pertain, the same to be held and
      enjoyed by Assignee for its own use and enjoyment and the use and
      enjoyment of its successors, assigns or other legal representatives as
      assignee of its entire right, title and interest therein; any income,
      royalties, damages and payments now or hereafter due or payable with
      respect thereto; any causes of action (either in law or in equity) and the
      right to sue, counterclaim, and recover for past, present and future
      infringement of the rights assigned or to be assigned under this
      Assignment, all of the foregoing subject, however, to all terms,
      conditions and provisions in the Asset Purchase Agreement, the Canadian
      Approval Order and the U.S. Approval
Order.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Upon
      reasonable request by and at the expense of Assignee, Assignor will
      execute any additional documents and take other commercially reasonable
      actions to record or memorialize the assignments of the Assigned Marks set
      forth herein, in the State of Washington, and to vest in Assignee such
      right, title, and interest in and to the Assigned Marks as is granted to
      Assignee hereunder.

              


      

       

      
        	
                 
      

              	
                3.

              	
                This
      Assignment is binding upon, and inures to the benefit of, the parties and
      their respective legal representatives, successors and
      assigns.

              


      

       

      
        

      

      1  If
not all of the Casinos are sold to Buyer pursuant to Section 2.6 of the Asset
Purchase Agreement, the Trademark Agreements delivered at the initial Closing or
any Extension Closing will be revised consistent with the Purchased Assets
applicable to such Closing.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.

              	
                Assignor
      hereby requests the Secretary of State of Washington to record this
      Assignment, as to Washington State Trademark Registrations that are among
      the Assigned Marks herein referred
to.

              


      

       

      
        	
                 
      

              	
                5.

              	
                It
      is understood that any finding of invalidity of one assignment as effected
      hereby shall not affect the assignment of other Assigned
      Marks.

              


      

       

      
        	
                 
      

              	
                6.

              	
                All
      questions concerning the construction, validity and interpretation of this
      Assignment and the performance of the obligations imposed by this
      Assignment shall be governed by (i) the laws of the State of Washington,
      without regard to its conflict of laws, rules or principles and (ii) the
      U.S. Bankruptcy Code, to the extent
applicable.

              


      

      


      
        	
                 
      

              	
                7.

              	
                To
      the extent any term or provision in this Assignment is inconsistent with
      the Asset Purchase Agreement, the terms and provisions of the Asset
      Purchase Agreement shall control. To the extent that any term or provision
      herein or in the Asset Purchase Agreement is inconsistent with the
      Canadian Approval Order or the U.S. Approval Order, the Canadian Approval
      Order or the U.S. Approval Order, as applicable, shall
      control.

              


      

      


      
        	
                 
      

              	
                8.

              	
                The
      parties acknowledge and agree that Assignor makes no representation or
      warranty regarding the Assigned Marks, including without limitation, the
      validity of the Assigned Marks, or the ownership, title, use or exclusive
      use of any of the Assigned Marks by the Companies or any other
      person.  Assignee bears the entire risk of the use of, or
      inability to use, any Assigned
Mark.

              


      

      


      [Signatures
on Following Page]


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Assignor has caused this Assignment to be duly executed by its
duly authorized representative as of the day and year first above
written.

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  ASSIGNOR

                                  GRANT THORNTON LIMITED
      in its capacity as interim receiver and receiver and manager of the
      Companies, and not in its personal capacity

                                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	 
      	 
      	 
      
	 
      	
                                  Name:    

                                	 
      	 
      
	 
      	
                                  Title:     

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          	
                  STATE
      OF                              

                	
                  )

                
	 
      	
                  )     :ss

                
	
                  COUNTY
      OF                

                	
                  )

                


        

      

      


      The
foregoing instrument was acknowledged before me this ____ day of [________],
2010, by ________________________________ of [____________], as his/her act and
deed, and the free act and deed of [_______________].

      


      
        
          
            
              
                
                  
                    	 
      	  	 
      
	 
      	
                            Notary
      Public:

                          
	 
      	
                            My
      commission
expires:

                          


                  

                

              

            

          

        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Schedule
A

      


      Washington
State Trademark Registrations and Possible Common Law Trademarks

      


      Washington State Trademark
Registrations

      


      
        
          
            
              	
                      Trademarks

                    	 
      	
                      Reg. No.

                    	 
      	
                      Owner

                    
	 
      	 
      	 
      	 
      	 
      
	
                      CLUB
      HOLLYWOOD CASINO

                    	 
      	
                      51666

                    	 
      	
                      WASHINGTON
      GAMING, INC.3

                    
	
                      CLUB
      BC’S

                    	 
      	
                      51615

                    	 
      	
                      WASHINGTON
      GAMING, INC.4

                    
	
                      SILVER
      DOLLAR CASINO

                    	 
      	
                      50959

                    	 
      	
                      WASHINGTON
      GAMING, INC.

                    
	
                      GOLDEN
      NUGGET CASINO

                    	 
      	
                      50960

                    	 
      	
                      WASHINGTON
      GAMING, INC.5

                    
	
                      WASHINGTON
      PLAYERS CLUB

                    	
                        

                    	
                      50928

                    	
                        

                    	
                      WASHINGTON
      GAMING, INC.

                    


            

          

        

      

      


      Possible Common Law
Trademarks

      


      
        
          
            	
                    Possible Common Law
    Trademarks

                  	 
      	
                    Associated Company

                  
	 
      	 
      	 
      
	
                    SHI-GOW

                  	 
      	
                    GAMECO
      INC.

                  
	
                    SOMETHING’S
      WILD POKER

                  	 
      	
                    GAMECO
      INC.

                  
	 
      	 
      	 
      
	
                    SAP-SAM

                  	 
      	
                    GAMING
      CONSULTANTS, INC.

                  
	
                    CRAZY
      8’S BLACKJACK

                  	 
      	
                    GAMING
      CONSULTANTS, INC.

                  
	
                    JACKS
      OR BETTER

                  	 
      	
                    GAMING
      CONSULTANTS, INC.

                  
	 
      	 
      	 
      
	
                    CLUB
      HOLLYWOOD CASINO

                  	 
      	 
      
	
                    CLUB
      BC’S

                  	 
      	 
      
	
                    SILVER
      DOLLAR CASINO

                  	 
      	 
      
	
                    GOLDEN
      NUGGET CASINO

                  	 
      	 
      
	
                    WASHINGTON
      PLAYERS CLUB

                  	
                      

                  	 
      


          

        

      

       

      
        
          

        

      

      3 To be assigned upon the Closing with
respect to the Club Hollywood Casino.

       

      4 To be assigned upon the Closing with
respect to the Millcreek Casino.

       

      5  To be assigned upon the
Closing of the GN Tukwila Casino.
 

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    Exhibit
D

    


    Form
of Domain Name Transfer Agreement

    


    (See
Attached)

    
      
         

        DOMAIN
NAME TRANSFER AGREEMENT1

         

        This
DOMAIN NAME TRANSFER AGREEMENT (this "Agreement"),
effective as of this ___ day of [_______], 2010 (“Effective Date”), is
between Grant Thornton Limited in its capacity as court-appointed receiver and
not in its personal capacity (the “Transferor”) for Big
Nevada, Inc., a Washington corporation, Gameco, Inc., a Washington corporation,
Gaming Consultants, Inc., a Washington corporation, Gaming Management, Inc., a
Washington corporation, Golden Nugget Tukwila, Inc., a Washington corporation,
Hollydrift Gaming, Inc., a Washington corporation, Little Nevada, Inc., a
Washington corporation, Mill Creek Gaming, Inc., a Washington corporation, Royal
Casino Holdings, Inc., a Washington corporation, and Silver Dollar Mill Creek,
Inc., a Washington corporation (collectively the “Companies”), and NG
Washington II, LLC, a Washington limited liability company (the “Transferee,” and
together with Transferor, the “Parties”).

         

        WHEREAS,
certain domain names are used in connection with the Companies’ Businesses as
defined in the Asset Purchase Agreement, including but not limited to, the
domain names listed in the attached Schedule A
(collectively the “Domain
Names”).

         

        WHEREAS,
Transferor and Transferee have entered into an Asset Purchase Agreement, dated
as of April __, 2010 (as the same may be amended or modified from time to time
in accordance with its terms, the “Asset Purchase
Agreement”), pursuant to which, among other things, Transferor has agreed
to transfer and assign all right, title, and interest in and to the domain names
to Transferee, on the terms and conditions of the Asset Purchase Agreement, the
Approval Orders and this Agreement.

         

        WHEREAS,
Transferee desires to acquire, and Transferor desires to assign and transfer,
pursuant to the Asset Purchase Agreement and the Approval Orders, any
and  all rights it has in and to the Domain Names with respect to the
Domain names to be transferred by Transferor to Transferee at the
Closing.

         

        Capitalized
terms not otherwise defined in this Agreement, as used in this Agreement, will
have the respective meanings set forth in the Asset Purchase
Agreement.

         

        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, upon the
terms and subject to the conditions set forth in the Asset Purchase Agreement,
the Canadian Approval Order and the U.S. Approval Order and in accordance with
relevant section of the U.S. Bankruptcy Code, the Parties agree as
follows:

         

        1.          Transferor
hereby assigns, transfers and conveys to Transferee all rights, title and
interest it has in and to the Domain Names.

        


        2.          Transferor
agrees to take all commercially reasonable efforts to cooperate with Transferee
in affecting the transfer of the Domain Names. The transfer of the Domain Names
shall be considered complete upon Transferee’s receipt of an e-mail from its
registrar confirming the transfer, and the Transferee being listed as the
“Registrant” in Network Solutions’ publicly available WHOIS database (accessed
via the URL http://www.networksolutions.com/whois/index.jsp).

        


        3           Transferor
agrees to take any other additional commercially reasonable actions to
effectuate the transfer of the Domain Names to Transferee, including, but not
limited to, the execution of documents and responding to correspondence that
seeks confirmation of the transfer.  Transferee shall bear all of the
costs associated with effectuating the transfer of the Domain
Names.

        


        4.          This
Agreement shall be governed by and construed and interpreted in accordance with
(i) the laws of the State of Washington, without regard to its conflict of laws,
rules or principles and (ii) the U.S. Bankruptcy Code, to the extent
applicable.

        


        5.          To
the extent any term or provision in this Agreement is inconsistent with the
Asset Purchase Agreement, the terms and provisions of the Asset Purchase
Agreement shall control. To the extent that any term or provision herein or in
the Asset Purchase Agreement is inconsistent with the Canadian Approval Order or
the U.S. Approval Order, the Canadian Approval Order or the U.S. Approval Order,
as applicable, shall control.

        

          


        
          1 If not all of the Casinos are sold to
Buyer pursuant to Section 2.6 of the Asset Purchase Agreement, the Trademark
Agreement delivered at the initial Closing or any Extension Closing will be
revised consistent with the Purchased Assets applicable to such
Closing.

        


        
          
             


          

          
            1

            
              

            

          

          
             


          

        

        


        6.          This
Agreement will be binding upon, inure to the benefit of and be enforceable by
the Parties and their respective successors and permitted assigns in accordance
with the Asset Purchase Agreement.  Neither of the Parties hereto
intends that this Agreement shall benefit or be enforceable by any person other
than the Parties hereto and their respective successors and permitted
assigns.

        


        [Signatures
on Following Page]


        
          
             


          

          
            2

            
              

            

          

          
             


          

        

         

        IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by
their duly authorized representatives as of the day and year first above
written.

        


        
          
            
              
                
                  
                    
                      	
                              TRANSFEROR

                            
	
                              GRANT THORNTON LIMITED
      in its capacity as interim receiver and receiver and manager of the
      Companies, and not in its personal capacity

                            
	 
      
	
                              By:

                            	 
      
	
                              Name:  

                            	 
      
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

        


        
          
            	
                    STATE
      OF

                  	
                    )

                  	 
      
	 
      	
                    )

                  	
                    :ss

                  
	
                    COUNTY
      OF

                  	
                    )

                  	 
      


          

        

        


        The
foregoing instrument was acknowledged before me this ____ day of [________],
2010, by ________________________________ of [____________], as his/her act and
deed, and the free act and deed of [_______________].

        


        
          
            
              
                	 
      	 
      
	 
      	
                        Notary
      Public:

                      
	 
      	
                        My
      commission
expires:

                      


              

            

          

        

        


        
          
            
              
                
                  
                    
                      	
                              TRANSFEREE

                            
	
                              NG
      Washington II, LLC

                            
	 
      	 
      
	
                              By:

                            	 
      
	
                              Name:  

                            	 
      
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

        


        
          
            	
                    STATE
      OF

                  	
                    )

                  	 
      
	 
      	
                    )

                  	
                    :ss

                  
	
                    COUNTY
      OF

                  	
                    )

                  	 
      


          

        

        


        The
foregoing instrument was acknowledged before me this ____ day of [________],
2010, by ________________________________ of [____________], as his/her act and
deed, and the free act and deed of [_______________].

        


        
          
            
              	 
      	 
      
	 
      	
                      Notary
      Public:

                    
	 
      	
                      My
      commission expires:

                    


            

          

        


        
          
             


          

          
            3

            
              

            

          

          
             


          

        

         

        Schedule
A

        


        www.silverdollarcasinos.com

        


        www.clubhollywoodredcrane.com2

        

          


        
          2 To be
transferred upon the Closing with respect to the Club Hollywood
Casino.

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

        

      

    

     

    Schedule
H

    Businesses

    


    Big
Nevada operates the Silver Dollar Casino in Sea-Tac, Washington (the “Sea-Tac
Casino”).

    


    Golden
Nugget operates the Golden Nugget Casino in Tukwila, Washington (the “GN Tukwila
Casino”).

    


    Hollydrift
operates the Club Hollywood Casino (the “Club Hollywood
Casino”) in Shoreline, Washington.

    


    Little
Nevada operates the Silver Dollar Casinos in Tukwila, Washington (the “SD Tukwila Casino”)
and Renton, Washington (the “Renton
Casino”).

    


    RCH
operates the Royal Casino Everett, Washington (the “Royal
Casino”).

    


    Silver
Dollar operates the Silver Dollar Casino in Millcreek, Washington (the “Millcreek
Casino”).  Assets owned by Mill Creek are utilized at the
Millcreek Casino.

    


    Each of
the above-described casinos is a house-banked card room casino with restaurant
and bar operations.  The Sea-Tac Casino, GN Tukwila Casino, Club
Hollywood Casino, SD Tukwila Casino, Renton Casino, Royal Casino and Millcreek
Casino are referred to collectively as the “Casinos” and
individually as a “Casino”.

    


    Each of
Gameco, Gaming Management and Gaming Consultants distributes gaming-related
products and supplies gaming-related services to the Companies and other
subsidiaries of Evergreen.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1.1

    Defined
Terms

    


    “Actual
Working Capital” – as defined in Section 3.4(d).

     

    “Affiliate” –
means, with respect to any Person, (i) any other Person directly or
indirectly controlling, controlled by, or under common control with such Person,
or (ii) any Person owning or controlling fifty percent (50%) or more of the
outstanding voting interests of such Person.

     

    “Agreed
Accounting Principles” means U.S. generally accepted accounting principles as in
effect on the Effective Date or as otherwise agreed by the parties.

     

    “Allocation
Schedule” – as defined in Section 3.6(a).

     

    “Approval
Orders” – means the Canadian Approval Order and the U.S. Approval
Order.

     

    “Assigned
Marks” – as defined in Section 9.13(a).

     

    “Assumed
Claims” – means all rights, claims and causes of action against the Companies’
landlords, vendors and customers.

     

    “Assumed
Contracts” – as defined in Section 2.3(a).

     

    “Assumed
Liabilities” – as defined in Section 3.2.

     

    “Assumed
Real Property Leases” – as defined in Section 2.3(a).

     

    “Assumption
and Cure Motion” – as defined in Section 2.3(b).

     

    “Audited
Financial Statements” – means the consolidated financial statements of the
Silver Dollar Group of Casinos for the year ended December 31, 2009, as audited
by LeMaster & Daniels PLLC.

     

    “Bankruptcy
Court” – as defined in Recital C.

     

    “Base
Consideration Amount” – as defined in Section 3.

     

    “Bidding
Procedures Order” – as defined in Section 9.4(a).

     

    “Big
Nevada” – as defined in the Preamble.

     

    “Bill of
Sale and Assignment and Assumption Agreement” – as defined in Section
4.2(a).

     

    “Breakup
Fee” – as defined in Section 12.5.

     

    “Business” –
as defined in Recital H.

     

    “Business
Day” – means any day other than a Saturday, Sunday or statutory holiday in
the State of Washington.

     

    “Buyer” –
as defined in the Preamble.

     

    “Buyer
Employees” – as defined in Section 9.7(a).

     

    “Buyer’s
Knowledge” – means the actual current knowledge of any of Robert B. Sturges and
James Kohn, without any independent duty of investigation or
inquiry.

     

    “Canadian
Approval Order” – as defined in Section 9.4(b).

     

    “Canadian
Court” – as defined in Recital A.

     

    “Cash
Payment” – as defined in Section 3.1(b)(ii).

     

    “Casino”
and “Casinos” – as defined in Schedule
H.

     

    “CCAA” –
as defined in Recital A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “CCAA
Proceeding” – as defined in Recital A.

     

    “Change
Form” – as defined in Section 9.13(b).

     

    “Close of
Business” – as defined in Section 3.4(a).

     

    “Closing”
– as defined in Section 4.1.

     

    “Closing
Date” – as defined in Section 4.1.

     

    “Closing
Time” – means (i) as to the Sea-Tac Casino, 5:00 a.m.; (ii) as to the GN Tukwila
Casino, 4:00 a.m.; (iii) as to the Club Hollywood Casino, 3:00 a.m.; (iv) as to
the SD Tukwila Casino, 8:00 a.m.; (v) as to the Renton Casino, 6:00 a.m.; (vi)
as to the Royal Casino, 9:00 a.m.; and (vii) as to the Millcreek Casino, 6:00
a.m. (with all times local).

     

    “Club
Hollywood Casino” – as defined in Schedule
H.

     

    “Company”
– as defined in the Preamble.

     

    “Consent” –
means any approval, consent, ratification, waiver or other
authorization.

     

    “Contract”
– means a lease, rental agreement, contract, license or similar binding
obligation, but does not include a Real Property Lease.

     

    “Current
Assets” – means the current assets of the Companies determined in accordance
with the Agreed Accounting Principles, in each case to the extent (and only to
the extent) included in the Purchased Assets.

     

    “Current
Liabilities” – means the current liabilities of the Companies determined in
accordance with the Agreed Accounting Principles, in each case to the extent
(and only to the extent) included in the Assumed Liabilities.

     

    “Deposit”
– as defined in Section 3.1(a).

     

    “Designation
Deadline” – means the date that is ten (10) Business Days prior to the
Bankruptcy Court’s scheduled hearing for approval of the U.S. Approval
Order.

     

    “Disputed
Cure Costs” – as defined in Section 2.3(b).

     

    “Domain
Name Agreement” – as defined in Section 4.2(d).

     

    “Drift on
Inn Casino” – as defined in Section 9.11.

     

    “EBITDA
Adjustment Amount” – as defined in Section 3.5(b)(iii).

     

    “EBITDA
Difference Amount” – as defined in Section 3.5(a).

     

    “EBITDA
Threshold Amount” – as defined in Section 3.5(a).

     

    “Effective
Date” – as defined in the Preamble.

     

    “Employee
Obligations” – as defined in Schedule
2.6(d).

     

    “ERISA” –
means the Employee Retirement Income Security Act of 1974, as
amended.

     

    “Escrow
Account” – as defined in Section 3.1(a).

     

    “Escrow
Agent” – as defined in the Escrow Agreement.

     

    “Escrow
Agreement” – means an escrow agreement among Buyer, the Receiver and the
financial institution designated therein as the Escrow Agent, which escrow
agreement shall be in substantially the from of Exhibit A attached
hereto.

     

    “Estimated
Working Capital” – as defined in Section 3.4(a).

     

    “Evergreen” –
as defined in Recital A.

     

    “Excluded
Assets” – as defined in Section 2.2.

     

    “Excluded
Contracts” - as defined in Section 2.2.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Excluded
Liabilities” – as defined in Section 3.3.

     

    “Executory
Contract” – means any Contract that is “executory”, as such term is used in
section 365 of the U.S. Bankruptcy Code.

     

    “Expense
Reimbursement” – as defined in Schedule
2.6(d).

     

    “Extension
Closing” – as defined in Section 2.6.

     

    “Extension
Closing Date” – as defined in Section 2.6.

     

    “FCC” is
defined in Recital E.

     

    “FCC
Lender” means FCC, its successors, assigns and/or affiliates.

     

    “FCF” is
defined in Recital E.

     

    “FCO” is
defined in Recital E.

     

    “Final
Working Capital” – as defined in Section 3.4(b).

     

    “Force
Majeure Event” – means the occurrence of any of the following events: (i) a
change in any applicable Laws prohibiting, or restricting or limiting in any
material manner, the conduct of the Business of a Casino and will continue to
materially impair the ability of a Casino to conduct its Business for a material
period of time, (ii) any physical damage, destruction or other casualty loss
(whether or not covered by insurance) which materially impairs or limits the
conduct of the Business of a Casino, whether as a result of fire, earthquake,
flood, act of God or other event, for a material period of time and will
continue to materially impair the ability of a Casino to conduct its Business
for a material period of time (iii) the commencement of any action of eminent
domain or similar proceedings by any Governmental Authority which materially
impairs or limits the conduct of the Business of a Casino for a material period
of time and will continue to materially impair the ability of a Casino to
conduct its Business for a material period of time or (iv) any significant labor
difficulties which materially impairs the ability of a Casino to conduct its
Business for a material period of time and will continue to materially impair
the ability of a Casino to conduct its Business for a material period of time;
provided, however,
except for any Force Majeure Event that has or will have a material
financial effect on the condition or performance of the Business of a Casino,
any of the Force Majeure Events set forth in clauses (i) through (iv) may be
cured prior to the Closing by the Receiver, at its cost and expense, or at the
election of Buyer and at Buyer’s sole cost and expense.

     

    “Fortress” –
as defined in Recital E.

     

    “Fortress
Accommodation” – as defined in Section 3.1(b)(iii).

     

    “Fortress
Loan Documents” – means those loan documents by and between Buyer (or an entity
that directly or indirectly owns and controls Buyer) and FCC
Lender  to be entered into at Closing in connection with the Fortress
Accommodation.

     

    “Gameco” –
as defined in the Preamble.

     

    “Gaming
Consultants” – as defined in the Preamble.

     

    “Gaming
Management” – as defined in the Preamble.

     

    “GN
Tukwila Casino” – as defined in Schedule
H.

     

    “Golden
Nugget” – as defined in the Preamble.

     

    “Governmental
Authority” – means any government or any agency, board, bureau, commission,
court, department, official, political subdivision, quasi-governmental, tribunal
or other instrumentality of any government, whether federal, state or local,
domestic or foreign.

     

    “Hollydrift” –
as defined in the Preamble.

     

    “Independent
Accountants” – means a nationally or regionally recognized firm of
independent certified public accountants as Buyer and the Receiver shall
mutually agree upon.

     

    “Initial
Period” – as defined in Schedule
2.6(d).

     

    “Internal
Revenue Code” – means the Internal Revenue Code of 1986.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Law(s)”
– means all laws, statutes, rules, regulations, ordinances and other
pronouncements having the effect of law of the United States or Canada, or any
state, county, city or other political subdivision or of any Governmental
Authority.

     

    “Liens” –
means all pledges, liens, charges, claims, security interests, restrictions or
other encumbrances of any kinds.

     

    “Little
Nevada” – as defined in the Preamble.

     

    “Major
Repair Item” – as defined in Section 9.12.

     

    “Mill
Creek” – as defined in the Preamble.

     

    “Neutral
Party” – as defined in Section 3.7.

     

    “Objection
Notice” – as defined in Section 3.4(c).

     

    “Order” –
means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award of a Governmental Authority.

     

    “Original
Monitor” – as defined in Recital A.

     

    “Other
Offer” – as defined in Section 9.4(d).

     

    “Outside
Closing Date” – as defined in Section 12.1(a)(iii).

     

    “Person” –
means any individual, corporation, partnership, limited liability company, joint
venture, estate, trust, association, labor union, or other entity or
governmental body.

     

    “Plan” -
means any bonus, incentive compensation, deferred compensation, pension, profit
sharing, retirement, stock purchase, stock option, stock ownership, stock
appreciation rights, phantom stock, leave of absence, layoff, vacation, day or
dependent care, legal services, cafeteria, life, health, accident, disability,
workmen's compensation or other insurance, severance, separation or other
employee benefit plan, practice, policy or arrangement of any kind, whether
written or oral, including, but not limited to, any “employee benefit plan”
within the meaning of Section 3(3) of ERISA or any “employee pension benefit
plan” within the meaning of Section 3(2) of ERISA.

     

    “Player
Supported Jackpots” – as defined in Washington Administrative Code Section
230-15-360.

     

    “Prequalification
Questionnaire” – as defined in Section 6.

     

    “Proceeding” –
means any action, arbitration, audit, hearing, investigation, litigation, or
suit commenced, brought, conducted, or heard by or before, or otherwise
involving, any governmental body or arbitrator.

     

    “Purchase
Price” – as defined in Section 3.

     

    “Purchased
Assets” – as defined in Section 2.1.

     

    “RCH” –
as defined in the Preamble.

     

    “Receiver” –
as defined in the Preamble.

     

    “Receiver’s
Knowledge” – means the actual current knowledge of Mark Wentzell acting on
behalf of the Receiver, without any independent duty of investigation or
inquiry.

     

    “Receivership
Order”– as defined in Recital E.

     

    “Receivership
Order Date”– as defined in Recital F.

     

    “Repair
Item” – as defined in Section 9.12.

     

    “Repair
Notice” – as defined in Section 9.12.

     

    “Repair
Objection Notice” – as defined in Section 9.12.

     

    “Required
Governmental Approvals” – as defined in Section 4.3(e).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     “Representative” –
means with respect to a particular Person, any director, officer, employee,
agent, consultant, advisor, or other representative of such Person, including
legal counsel, accountants, and financial advisors.

     

    “Royal
Casino” – as defined in Schedule
H.

     

    “Sea-Tac
Casino” – as defined in Schedule
H.

     

    “Service
Supplier” – as defined in Section 2.6(d).

     

    “Service
Supplier Agreement” – as defined in Section 2.6(d).

     

    “Services”
– as defined in Schedule
2.6(d).

     

    “Silver
Dollar”– as defined in the Preamble.

     

    “Tangible
Personal Property” – means office, casino, restaurant and bar equipment; gaming
tables, gaming chips and gaming paraphernalia, player-tracking systems, counting
equipment and gauge systems; video cameras, recording devices and security
surveillance equipment; machinery, equipment, tools and tooling (including
expendable tooling), furniture, fixtures, leasehold improvements, motor
vehicles, point of sale equipment, signs and signage, uniforms, laundry and
linens, silverware, glassware, chinaware, pots, pans and utensils and
merchandise.

     

    “Tax
Returns” – means, collectively, all returns, reports and similar statements
(including elections, declarations, disclosures, schedules, estimates and
information returns) required to be supplied to any Governmental Authority
relating to Taxes.

     

    “Tax” or
“Taxes” – means any taxes, charges, fees or other assessments imposed by any
Governmental Authority, including all Federal, state, local, foreign and other
income, gross receipts, franchise, capital stock, withholding, payroll, social
security, unemployment, disability, real property, personal property, sales,
use, ad valorem, excise, transfer, profits, license, customs, estimated,
severance, stamp, occupation, value added and corporation and any other taxes,
including any interest, penalties or additions on or to the
foregoing.

     

    “Third
Party Transaction” – as defined in Section 12.5.

     

    “Trademark
Agreement” – as defined in Section 4.2(c).

     

    “Transfer
Taxes” – as defined in Section 9.6(a).

     

    “Unaudited
EBITDA Amount” – as defined in Section 3.5(a).

     

    “Undisputed
Cure Costs” – means those monetary amounts that must be paid and nonmonetary
obligations that otherwise must be satisfied, including pursuant to Section
365(b)(1)(A) and (B) of the U.S. Bankruptcy Code, in order for Buyer to assume
those Executory Contracts, if any, specified in the EC Notice and the Assumed
Real Property Leases.

     

    “U.S.
Approval Order” – as defined in Section 9.4(c).

     

    “U.S.
Bankruptcy Code” – as defined in Recital C.

     

    “U.S.
Proceeding” – as defined in Recital C.

     

    “Use Tax
Return” – as defined in Section 9.6(a).

     

    “WARN
Act” – means the Worker Adjustment and Retraining Notification Act of 1988 or
any similar applicable state or local Law requiring notice to employees in the
event of a closing or layoff.

     

    “WGI” –
as defined in Recital B.

     

    “Working
Capital Adjustment Amount” – as defined in Section 3.4(e).

     

    “Working
Capital” – means Current Assets minus Current Liabilities.

     

    “WSGC” –
means the Washington State Gambling Commission.

     

    “WSLCB” –
means the Washington State Liquor Control Board.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
2.1

    


    Purchased
Assets

    


    (See
Attached)

    
       

      SCHEDULE
2.1

      


      
        	
                Inventory of Selected Tangible
    Assets

              	
                Revised
      4-13-2010

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                GCI
      Offices

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Office
      Furniture

              	
                Cubicle
      Setups

              	 
      	
                16

              	 
      
	 
      	
                Office
      Desks

              	 
      	
                18

              	 
      
	 
      	
                Board
      Room Table

              	 
      	
                1

              	 
      
	 
      	
                Kitchen
      Table

              	 
      	
                1

              	 
      
	 
      	
                Dishwasher
      for office

              	 
      	
                1

              	 
      
	 
      	
                Refrigerator

              	 
      	
                1

              	 
      
	 
      	
                overhead
      projectors

              	 
      	
                3

              	 
      
	 
      	
                Laptop
      Computers

              	 
      	
                8

              	 
      
	
                IT
      Room

              	 
      	 
      	 
      	 
      
	 
      	
                Laptops
      in IT room(old)

              	 
      	
                5

              	 
      
	 
      	
                Computers
      (some not working)

              	
                12

              	 
      
	 
      	
                Main
      Servers

              	 
      	
                2

              	 
      
	 
      	
                Storage
      Computers

              	 
      	
                5

              	 
      
	 
      	
                Network
      switches

              	 
      	
                6

              	 
      
	 
      	
                Network
      Server Rack

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Scrap
      area

              	 
      	 
      	 
      	 
      
	 
      	
                Computer
      towers

              	 
      	
                25

              	 
      
	 
      	
                Posiflex
      Aloha Terminals

              	 
      	
                4

              	 
      
	 
      	
                Javelin
      Aloha Terminals

              	 
      	
                1

              	 
      
	 
      	
                DVR-

              	 
      	
                1

              	 
      
	 
      	
                ADP
      Hand recognition scanner

              	
                2

              	 
      
	 
      	
                Sonoma
      Player Tracking PC's

              	
                2

              	 
      
	 
      	
                Dead
      printers

              	 
      	
                4

              	 
      
	 
      	
                Dead
      Monitors

              	 
      	
                7

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Offices
      and Cubicles

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                18

              	 
      
	 
      	
                Phone
      System

              	 
      	 
      	 
      
	 
      	
                Cannon
      Printer for posters

              	 
      	
                1

              	 
      
	 
      	
                Printers
      for desks

              	 
      	
                7

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Flat
      Panel TV 42"

              	 
      	
                1

              	 
      
	 
      	
                Three
      Card Poker Sign

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Vehicles

              	 
      	 
      	 
      	 
      
	 
      	
                2001
      Chrysler Voyager van

              	 
      	
                1

              	
                 dead
      battery

              
	 
      	
                1997
      Ford Econoline Van

              	 
      	
                1

              	
                 255K
      Miles

              
	 
      	
                2005
      Chevy PU facilities truck

              	
                1

              	
                 61k
      miles

              
	 
      	
                1999
      F-350 Bucket Truck

              	 
      	
                1

              	
                 176k
      miles

              
	 
      	 
      	 
      	 
      	 
      
	
                Silver
      Dollar Renton

              	 
      	 
      	 
      	 
      
	
                Offices

              	
                Computers

              	 
      	
                3

              	 
      
	 
      	
                Printers

              	 
      	
                3

              	 
      
	 
      	
                Desks
      and Chairs

              	 
      	
                4

              	 
      
	 
      	
                Filing
      cabinets

              	 
      	
                8

              	 
      
	
                Surveillance
      Room

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                1

              	 
      
	 
      	
                Matrix-Pelco

              	 
      	
                1

              	 
      
	 
      	
                VCR's

              	 
      	
                69

              	 
      


      

       

      
        
           


        

        
          Page 1 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        	 
      	
                Surveillance
      monitors

              	 
      	
                10

              	 
      
	 
      	
                Multiplexors

              	 
      	
                4

              	 
      
	 
      	
                cameras

              	 
      	
                51

              	 
      
	 
      	
                PTZ
      Cameras

              	 
      	
                12

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Public
      areas

              	 
      	 
      	 
      	 
      
	 
      	
                Poker
      Tables

              	 
      	
                4

              	 
      
	 
      	
                Poker
      chairs

              	 
      	
                36

              	 
      
	 
      	
                Poker
      Carts for beverages

              	 
      	
                19

              	 
      
	
                Gaming
      Tables: 11

              	
                Baccarat

              	 
      	
                2

              	 
      
	 
      	
                Spanish
      21

              	 
      	
                3

              	 
      
	 
      	
                Emperors
      Challenge Pai Gow

              	
                3

              	 
      
	 
      	
                Four
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Ultimate
      Texas Holdem

              	 
      	
                1

              	 
      
	 
      	
                Blackjack

              	 
      	
                1

              	 
      
	 
      	
                Sit
      Down gaming chairs

              	 
      	
                26

              	 
      
	 
      	
                Gaming
      Stools

              	 
      	
                49

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Bar
      Stools

              	 
      	
                65

              	 
      
	 
      	
                Dining
      room chairs same as gaming

              	
                29

              	 
      
	 
      	
                Bar
      High top tables

              	 
      	
                13

              	 
      
	 
      	
                Bar
      dining tables

              	 
      	
                4

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Flat
      Panel TV's-various sizes

              	 
      	
                12

              	 
      
	 
      	
                ATM's

              	 
      	
                2

              	 
      
	 
      	
                Pull
      Tab PC

              	 
      	
                1

              	 
      
	 
      	
                Aloha
      Terminals

              	 
      	
                3

              	
                 need
      replacing

              
	 
      	
                Sonoma
      Tracking system

              	 
      	
                2

              	 
      
	 
      	
                card
      printer for player system

              	
                1

              	 
      
	 
      	
                Large
      Fish Tank

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Kitchen
      area

              	 
      	 
      	 
      	 
      
	 
      	
                6
      burner range

              	 
      	
                1

              	 
      
	 
      	
                Fryer

              	 
      	
                1

              	 
      
	 
      	
                Grill

              	 
      	
                1

              	 
      
	 
      	
                Slicer

              	 
      	
                1

              	 
      
	 
      	
                Dishwashing
      equipment

              	 
      	
                1

              	 
      
	 
      	
                Ice
      machine

              	 
      	
                1

              	 
      
	 
      	
                Freezer-One
      door unit

              	 
      	
                1

              	 
      
	 
      	
                Freezer-2
      door unit

              	 
      	
                1

              	 
      
	 
      	
                refrigerator-4
      door unit under counter

              	
                1

              	 
      
	 
      	
                refrigerator-2
      door unit under counter

              	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Outdoor
      storage shed

              	 
      	 
      	 
      	 
      
	 
      	
                Drop
      Box Trolley cart

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Silver
      Dollar SeaTac

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Offices

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                4

              	 
      
	 
      	
                Fax
      Scanner Printer

              	 
      	
                1

              	 
      
	 
      	
                Desks
      and Chairs

              	 
      	
                4

              	 
      
	 
      	
                Filing
      cabinets

              	 
      	
                4

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Surveillance
      Room

              	 
      	 
      	 
      	 
      
	 
      	
                DVR-
      GE 16 channel

              	 
      	
                5

              	 
      
	 
      	
                Monitors

              	 
      	
                16

              	 
      


      

       

      
        
           


        

        
          Page 2 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        	 
      	
                VCR's

              	 
      	
                14

              	 
      
	 
      	
                Matrix-Pelco

              	 
      	
                1

              	 
      
	 
      	
                Cameras
      fixed

              	 
      	
                62

              	 
      
	 
      	
                PTZ
      13 interior and 1 exterior (exterior not working)

              	
                14

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Public
      areas

              	 
      	 
      	 
      	 
      
	 
      	
                Poker
      Tables

              	 
      	
                3

              	 
      
	 
      	
                Poker
      chairs

              	 
      	
                36

              	 
      
	 
      	
                Poker
      Carts for beverages

              	 
      	
                14

              	 
      
	
                Gaming
      Tables: 12

              	 
      	 
      	 
      	 
      
	 
      	
                Spanish
      21

              	 
      	
                4

              	 
      
	 
      	
                Emperors
      Challenge Pai Gow

              	
                3

              	 
      
	 
      	
                Four
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Ultimate
      Texas Holdem

              	 
      	
                1

              	 
      
	 
      	
                Three
      card Poker

              	 
      	
                1

              	 
      
	 
      	
                Lucky
      Ladies BJ

              	 
      	
                1

              	 
      
	 
      	
                Blackjack

              	 
      	
                1

              	 
      
	 
      	
                Gaming
      Chairs

              	 
      	
                64

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Bar
      High back stools

              	 
      	
                44

              	 
      
	 
      	
                High
      top tables in bar

              	 
      	
                6

              	 
      
	 
      	
                High
      Top Round Tables in bar

              	
                2

              	 
      
	 
      	
                regular
      dining tables

              	 
      	
                3

              	 
      
	 
      	
                regular
      dining chairs

              	 
      	
                4

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Pull
      tab computer

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Flat
      Panel TV's

              	 
      	
                10

              	 
      
	 
      	
                CRT
      Tube TV

              	 
      	
                1

              	 
      
	 
      	
                Broken
      projector or burnt out

              	
                1

              	 
      
	 
      	
                Projector
      screen 8 foot roughly

              	
                1

              	 
      
	 
      	
                Sonoma
      Tracking Computer

              	 
      	
                2

              	 
      
	 
      	
                aloha
      F&B Terminals

              	 
      	
                3

              	 
      
	 
      	
                Player
      card printer

              	 
      	
                1

              	 
      
	 
      	
                ATM's

              	 
      	
                2

              	 
      
	 
      	
                Large
      Fish Tank

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Kitchen
      area

              	 
      	 
      	 
      	 
      
	 
      	
                Wok
      Range

              	 
      	
                1

              	 
      
	 
      	
                Fryers

              	 
      	
                2

              	 
      
	 
      	
                Broiler

              	 
      	
                1

              	 
      
	 
      	
                Grill

              	 
      	
                1

              	 
      
	 
      	
                6
      Star Burner Range

              	 
      	
                1

              	 
      
	 
      	
                Under
      counter coolers

              	 
      	
                3

              	 
      
	 
      	
                Convection
      Oven

              	 
      	
                1

              	 
      
	 
      	
                Small
      Slicer

              	 
      	
                1

              	 
      
	 
      	
                Ice
      machines

              	 
      	
                2

              	 
      
	 
      	
                Dish
      area with washer

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Bar
      glass washer

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Old
      Daves Diner

              	 
      	 
      	 
      	 
      
	 
      	
                misc.
      tools and power tools in building

              	 
      	 
      
	 
      	
                Lots
      of parted out equipment used for repairs

              	 
      	 
      


      

       

      
        
           


        

        
          Page 3 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        
          
            	
                    Golden
      Nugget Tukwila

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Offices

                  	 
      	 
      	 
      	 
      
	 
      	
                    Computers

                  	 
      	
                    2

                  	 
      
	 
      	
                    Fax
      Scanner Printer

                  	 
      	
                    1

                  	 
      
	 
      	
                    Desks
      and Chairs

                  	 
      	
                    2

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Surveillance
      Room

                  	 
      	 
      	 
      	 
      
	 
      	
                    DVR-
      GE 16 channel One out for repair(4 total)

                  	
                    3

                  	
                     plus
      1 out for repair

                  
	 
      	
                    Monitors

                  	 
      	
                    8

                  	 
      
	 
      	
                    VCR's

                  	 
      	
                    20

                  	 
      
	 
      	
                    Matrix-Pelco

                  	 
      	
                    1

                  	 
      
	 
      	
                    Cameras
      fixed

                  	 
      	
                    56

                  	 
      
	 
      	
                    PTZ
      cameras

                  	 
      	
                    8

                  	 
      
	 
      	
                    Computer
      for operator

                  	 
      	
                    1

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Public
      areas

                  	 
      	 
      	 
      	 
      
	 
      	
                    Poker
      Tables

                  	 
      	
                    4

                  	 
      
	 
      	
                    Poker
      chairs

                  	 
      	
                    39

                  	 
      
	 
      	
                    Poker
      Carts for beverages

                  	 
      	
                    15

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Gaming
      Tables:10

                  	 
      	 
      	 
      	 
      
	 
      	
                    Baccarat

                  	 
      	
                    2

                  	 
      
	 
      	
                    Emperors
      Challenge Pai Gow

                  	
                    4

                  	 
      
	 
      	
                    Spanish
      21

                  	 
      	
                    2

                  	 
      
	 
      	
                    Four
      Card Poker

                  	 
      	
                    1

                  	 
      
	 
      	
                    Luck
      Ladies BJ

                  	 
      	
                    1

                  	 
      
	 
      	
                    Sit
      Down gaming chairs

                  	 
      	
                    15

                  	 
      
	 
      	
                    Gaming
      Stools

                  	 
      	
                    46

                  	 
      
	 
      	
                    Sonoma
      Computers

                  	 
      	
                    3

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Bar
      High Back stools

                  	 
      	
                    21

                  	 
      
	 
      	
                    High
      Tops dining tables

                  	 
      	
                    4

                  	 
      
	 
      	
                    Dining
      room tables

                  	 
      	
                    3

                  	 
      
	 
      	
                    Dining
      Room Chairs

                  	 
      	
                    6

                  	 
      
	 
      	
                    Kitchen
      Dining Counter wood chairs

                  	
                    5

                  	 
      
	 
      	
                    Flat
      Panel TV's

                  	 
      	
                    7

                  	 
      
	 
      	
                    CRT
      TV

                  	 
      	
                    1

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Kitchen
      area

                  	 
      	 
      	 
      	 
      
	 
      	
                    Grill
      36"

                  	 
      	
                    1

                  	 
      
	 
      	
                    4
      Burner Range with oven

                  	 
      	
                    1

                  	 
      
	 
      	
                    Double
      Wok Range

                  	 
      	
                    1

                  	 
      
	 
      	
                    Fryer

                  	 
      	
                    1

                  	 
      
	 
      	
                    Ice
      machine

                  	 
      	
                    1

                  	 
      
	 
      	
                    Dishwasher

                  	 
      	
                    1

                  	 
      
	 
      	
                    Freezer
      2 door

                  	 
      	
                    1

                  	 
      
	 
      	
                    Freezer
      4 door

                  	 
      	
                    1

                  	 
      
	 
      	
                    Reach
      in cooler

                  	 
      	
                    1

                  	 
      
	 
      	
                    Meat
      slicer

                  	 
      	
                    1

                  	 
      
	 	 	 	 	 


          

        

      

      
        	
                Silver Dollar
      Tukwila

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Offices

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                7

              	 
      
	 
      	
                Fax
      Scanner Printer

              	 
      	
                1

              	 
      


      

       

       

       

      
        
           


        

        
          Page 4 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        
          
            
              
                
                  	 
      	
                          Desks
      and Chairs

                        	 
      	
                          4

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Surveillance
      Room

                        	 
      	 
      	 
      	 
      
	 
      	
                          VCR's

                        	 
      	
                          54

                        	 
      
	 
      	
                          Monitors

                        	 
      	
                          12

                        	 
      
	 
      	
                          Matrix-Pelco

                        	 
      	
                          1

                        	 
      
	 
      	
                          Cameras
      fixed

                        	 
      	
                          74

                        	 
      
	 
      	
                          PTZ
      cameras

                        	 
      	
                          8

                        	 
      
	 
      	
                          Computer
      for operator

                        	 
      	
                          1

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Public
      areas

                        	 
      	 
      	 
      	 
      
	
                          Gaming
      Tables:10

                        	 
      	 
      	 
      	 
      
	 
      	
                          Emperors
      Challenge Pai Gow

                        	
                          3

                        	 
      
	 
      	
                          Spanish
      21

                        	 
      	
                          3

                        	 
      
	 
      	
                          Three
      Card Poker

                        	 
      	
                          1

                        	 
      
	 
      	
                          Four
      Card Poker

                        	 
      	
                          1

                        	 
      
	 
      	
                          Match
      the Dealer BJ

                        	 
      	
                          1

                        	 
      
	 
      	
                          Blackjack

                        	 
      	
                          1

                        	 
      
	 
      	
                          Gaming
      Chairs

                        	 
      	
                          62

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          Bar
      High Back stools

                        	 
      	
                          33

                        	 
      
	 
      	
                          High
      Tops dining tables

                        	 
      	
                          5

                        	 
      
	 
      	
                          Dining
      room tables

                        	 
      	
                          6

                        	 
      
	 
      	
                          Dining
      Room Chairs

                        	 
      	
                          28

                        	 
      
	 
      	
                          High
      Tops Round

                        	 
      	
                          6

                        	 
      
	 
      	
                          Flat
      Panel TV's

                        	 
      	
                          4

                        	 
      
	 
      	
                          CRT
      TV

                        	 
      	
                          3

                        	 
      
	 
      	
                          Fish
      Tank Smaller than other locations

                        	
                          1

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Kitchen
      area

                        	 
      	 
      	 
      	 
      
	 
      	
                          Flat
      Grill

                        	 
      	
                          1

                        	 
      
	 
      	
                          Broiler

                        	 
      	
                          1

                        	 
      
	 
      	
                          6
      Star Burner Range

                        	 
      	
                          1

                        	 
      
	 
      	
                          fryer

                        	 
      	
                          1

                        	 
      
	 
      	
                          Under
      counter cooler refer units

                        	
                          2

                        	 
      
	 
      	
                          Wok
      range

                        	 
      	
                          1

                        	 
      
	 
      	
                          Stand
      up freezer

                        	 
      	
                          1

                        	 
      
	 
      	
                          Stand
      up Cooer

                        	 
      	
                          1

                        	 
      
	 
      	
                          Ice
      machine

                        	 
      	
                          1

                        	 
      
	 
      	
                          slicer

                        	 
      	
                          1

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Royal
      Casino

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Offices

                        	 
      	 
      	 
      	 
      
	 
      	
                          Computers

                        	 
      	
                          5

                        	 
      
	 
      	
                          Printers

                        	 
      	
                          2

                        	 
      
	 
      	
                          Desks
      and Chairs

                        	 
      	
                          1

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Surveillance
      Room

                        	 
      	 
      	 
      	 
      
	 
      	
                          VCR's

                        	 
      	
                          56

                        	 
      
	 
      	
                          Monitors

                        	 
      	
                          20

                        	 
      
	 
      	
                          Matrix-

                        	 
      	
                          1

                        	 
      
	 
      	
                          Computer
      for operator

                        	 
      	
                          1

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          Public
      areas

                        	 
      	 
      	 
      	 
      
	 
      	
                          Poker
      Tables

                        	 
      	
                          4

                        	 
      


                

              

            

          

        

      

       

      
        
           


        

        
          Page 5 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        	 
      	
                Poker
      chairs

              	 
      	
                36

              	 
      
	 
      	
                Poker
      Carts for beverages

              	 
      	
                28

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Gaming
      Tables:11

              	 
      	 
      	 
      	 
      
	 
      	
                Baccarat

              	 
      	
                2

              	 
      
	 
      	
                Emperors
      Challenge Pai Gow

              	
                2

              	 
      
	 
      	
                Spanish
      21

              	 
      	
                2

              	 
      
	 
      	
                Four
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Luck
      Ladies BJ

              	 
      	
                1

              	 
      
	 
      	
                Ultimate
      Texas Holdem

              	 
      	
                1

              	 
      
	 
      	
                Match
      the Dealer BJ

              	 
      	
                1

              	 
      
	 
      	
                Three
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Gaming
      stools

              	 
      	
                77

              	 
      
	 
      	
                High
      bar chairs

              	 
      	
                25

              	 
      
	 
      	
                Sonoma
      Player tracking

              	 
      	
                2

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Bar
      High Back stools

              	 
      	
                29

              	 
      
	 
      	
                High
      Tops dining tables

              	 
      	
                3

              	 
      
	 
      	
                Dining
      room tables

              	 
      	
                15

              	 
      
	 
      	
                Dining
      Room Chairs

              	 
      	
                39

              	 
      
	 
      	
                High
      Tops Round

              	 
      	
                3

              	 
      
	 
      	
                Flat
      Panel TV's

              	 
      	
                9

              	 
      
	 
      	
                Projection
      TV's

              	 
      	
                3

              	 
      
	 
      	
                Pool
      Tables

              	 
      	
                2

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Kitchen
      area

              	 
      	 
      	 
      	 
      
	 
      	
                6
      star burner range

              	 
      	
                1

              	 
      
	 
      	
                Flat
      Grill

              	 
      	
                1

              	 
      
	 
      	
                Fryers

              	 
      	
                2

              	 
      
	 
      	
                Broiler

              	 
      	
                1

              	 
      
	 
      	
                Wok
      range

              	 
      	
                1

              	 
      
	 
      	
                Pizza
      table

              	 
      	
                1

              	 
      
	 
      	
                Slicer

              	 
      	
                1

              	 
      
	 
      	
                Mixer

              	 
      	
                1

              	 
      
	 
      	
                ice
      machine

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Club
      Hollywood

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Offices

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                4

              	 
      
	 
      	
                Printers

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Surveillance
      Room

              	 
      	 
      	 
      	 
      
	 
      	
                VCR's

              	 
      	
                89

              	 
      
	 
      	
                Monitors

              	 
      	
                17

              	 
      
	 
      	
                Matrix-

              	 
      	
                1

              	 
      
	 
      	
                Computer
      for operator

              	 
      	
                1

              	 
      
	 
      	
                Cameras

              	 
      	
                84

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Public
      areas

              	 
      	 
      	 
      	 
      
	 
      	
                Poker
      Tables

              	 
      	
                4

              	 
      
	 
      	
                Poker
      chairs

              	 
      	
                127

              	 
      
	 
      	
                Poker
      Carts for beverages

              	 
      	
                37

              	 
      


      

       

      
        
           


        

        
          Page 6 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        	
                Gaming
      Tables:11

              	 
      	 
      	 
      	 
      
	 
      	
                Baccarat

              	 
      	
                3

              	 
      
	 
      	
                Emperors
      Challenge Pai Gow

              	
                3

              	 
      
	 
      	
                Spanish
      21

              	 
      	
                2

              	 
      
	 
      	
                Four
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Luck
      Ladies BJ

              	 
      	
                2

              	 
      
	 
      	
                Gaming
      stools

              	 
      	
                69

              	 
      
	 
      	
                High
      bar chairs

              	 
      	
                14

              	 
      
	 
      	
                Sonoma
      Player tracking

              	 
      	
                2

              	 
      
	 
      	
                Big
      Screen projectors

              	 
      	
                3

              	 
      
	 
      	
                Screens

              	 
      	
                3

              	 
      
	 
      	
                Aloha
      POS

              	 
      	
                2

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Upstairs
      Bar and dining area

              	 
      	 
      	 
      	 
      
	 
      	
                Wood
      Fireplace

              	 
      	
                1

              	 
      
	 
      	
                Aloha
      POS units

              	 
      	
                3

              	 
      
	 
      	
                Couches

              	 
      	
                19

              	 
      
	 
      	
                Dance
      Floor lighting system

              	 
      	
                1

              	 
      
	 
      	
                DJ
      Booth

              	 
      	
                1

              	 
      
	 
      	
                Big
      Screen Projector

              	 
      	
                1

              	 
      
	 
      	
                Screen

              	 
      	
                1

              	 
      
	 
      	
                Cocktail
      Tables

              	 
      	
                37

              	 
      
	 
      	
                White
      Oyster Chairs

              	 
      	
                72

              	 
      
	 
      	
                High
      Back Red Stools

              	 
      	
                18

              	 
      
	 
      	
                Tables

              	 
      	
                35

              	 
      
	 
      	
                Bar
      Tables

              	 
      	
                7

              	 
      
	 
      	
                Baby
      Grand Piano

              	 
      	
                1

              	 
      
	 
      	
                gaming
      stools

              	 
      	
                18

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Video
      game area

              	 
      	 
      	 
      	 
      
	 
      	
                Pool
      Table

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Kitchen
      area

              	 
      	 
      	 
      	 
      
	 
      	
                10
      star burner range

              	 
      	
                1

              	 
      
	 
      	
                Flat
      Grill

              	 
      	
                1

              	 
      
	 
      	
                Fryers

              	 
      	
                8

              	 
      
	 
      	
                Broiler

              	 
      	
                1

              	 
      
	 
      	
                Wok
      range

              	 
      	
                5

              	 
      
	 
      	
                Pizza
      table

              	 
      	 
      	 
      
	 
      	
                Convection
      Oven

              	 
      	
                1

              	 
      
	 
      	
                Salamander

              	 
      	
                2

              	 
      
	 
      	
                ice
      machine

              	 
      	
                2

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Foyer

              	 
      	 
      	 
      	 
      
	 
      	
                Cadillac
      limo

              	 
      	
                1

              	 
      
	 
      	
                Multiple
      Movie posters,Hollywood memoribillia and

              	 
      	 
      
	 
      	
                  Hollywood
      themed decorative items throughout bldg.

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Silver
      Dollar Mill Creek

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Offices

              	 
      	 
      	 
      	 
      
	 
      	
                Computers

              	 
      	
                6

              	 
      
	 
      	
                Printers

              	 
      	
                3

              	 
      
	 
      	
                Desks
      and Chairs

              	 
      	
                6

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Surveillance
      Room

              	 
      	 
      	 
      	 
      
	 
      	
                VCR's

              	
                working

              	
                60

              	 
      


      

       

      
        
           


        

        
          Page 7 of
8

          
            

          

        

        
           


        

      

      


      SCHEDULE
2.1

      


      
        	 
      	
                Monitors

              	 
      	
                14

              	 
      
	 
      	
                Matrix-

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Public
      areas

              	 
      	 
      	 
      	 
      
	 
      	
                Poker
      Tables

              	 
      	
                3

              	 
      
	 
      	
                Poker
      chairs

              	 
      	
                31

              	 
      
	 
      	
                Poker
      Carts for beverages

              	 
      	
                20

              	 
      
	 
      	
                Sonoma
      Tracking system

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Gaming
      Tables:11

              	 
      	 
      	 
      	 
      
	 
      	
                Ultimate
      Texas Holdem

              	 
      	
                1

              	 
      
	 
      	
                Emperors
      Challenge Pai Gow

              	
                2

              	 
      
	 
      	
                Spanish
      21

              	 
      	
                3

              	 
      
	 
      	
                Four
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Luck
      Ladies BJ

              	 
      	
                2

              	 
      
	 
      	
                Three
      Card Poker

              	 
      	
                1

              	 
      
	 
      	
                Double
      Action BJ

              	 
      	
                1

              	 
      
	 
      	
                Match
      the Dealer BJ

              	 
      	
                1

              	 
      
	 
      	
                Sonoma
      Player tracking

              	 
      	
                2

              	 
      
	 
      	
                Televisions

              	 
      	
                11

              	 
      
	 
      	
                ATMs

              	 
      	
                2

              	 
      
	
                Bar
      Area

              	 
      	 
      	 
      	 
      
	 
      	
                Pool
      table

              	 
      	
                2

              	 
      
	 
      	
                Flat
      Panel TV

              	 
      	
                4

              	 
      
	 
      	
                Aloha
      POS

              	 
      	
                1

              	 
      
	 
      	
                Tab
      Wizard

              	 
      	
                1

              	 
      
	 
      	
                Large
      Fish Tank

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Night
      Club Storage Area

              	 
      	 
      	 
      	 
      
	 
      	
                Many
      different Gaming chairs approximate number only

              	
                800

              	 
      
	 
      	
                ATM

              	 
      	
                1

              	 
      
	 
      	
                Décor

              	
                Palm
      Trees

              	
                2

              	 
      
	 
      	
                couch

              	 
      	
                1

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Gameco
      Storage area in Mountlake Terrace

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Poker
      Table Tops

              	 
      	
                21

              	 
      
	 
      	
                Gaming
      Table Tops

              	 
      	
                61

              	 
      
	 
      	
                Poker
      Table Bases

              	 
      	
                12.5

              	 
      
	 
      	
                Gaming
      Table Bases

              	 
      	
                50

              	 
      
	 
      	
                Poker
      Table Rails

              	 
      	
                22

              	 
      
	 
      	
                Gaming
      Table Rails

              	 
      	
                63

              	 
      
	 
      	
                gaming
      table games signage

              	 
      	
                28

              	 
      
	 
      	
                ATM's
      Disassembled

              	 
      	
                5

              	 
      
	 
      	
                Mirrored
      Gaming Table Base

              	
                9

              	 
      
	 
      	
                Table
      Lids and Trays

              	 
      	
                22

              	 
      
	 
      	
                Drop
      boxes

              	 
      	
                85

              	 
      
	 
      	
                Card
      Cutter

              	 
      	
                1

              	 
      
	 
      	
                Various
      Misc. Gaming items(Lamers, buttons etc.)

              	 
      	 
      
	 
      	
                Video
      Monitors for Surveillance

              	
                19

              	 
      
	 
      	
                Pelco
      Keyboard

              	 
      	
                1

              	 
      
	 
      	
                Power
      supplies

              	 
      	
                10

              	 
      
	 
      	
                Pelco
      Camera back cans

              	 
      	
                30

              	 
      


      

       

      
        
           


        

        
          Page 8 of
8

          
            

          

        

        
           


        

      

    

     

    Schedule
2.2

    


    Additional
Excluded Assets

    


    
      	
              1.

            	
              Progressive
      jackpot funds held by any of the Companies pursuant to Sections 230-15-680
      through 230-15-720 of the Washington Administrative
  Code.

            


    

     

    
      	
              2.

            	
              Any
      other bonus jackpots in connection with any game at any
      Casino.

            


    

     

    
      	
              3.

            	
              Current
      Assets that the Receiver and Buyer mutually agree to exclude from the
      calculation of the Working Capital for any
  Casino.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
2.3(a)

    


    List
of Assumed Real Property Leases

    


    
      
        
          
            
              
                
                  
                    	
                            Casino/Company

                          	 	
                            Assumed
      Real Property Lease(s)

                          	 	
                            Known
      Cure Cost

                          	 
	
                            Sea-Tac
      Casino

                          	 	
                            192nd
      Pacific Properties Lease, effective June 1, 2002, between 192nd Pacific
      Properties L.L.C. and Roy R. Toland and Audrey V. Toland and Big Nevada,
      Inc. d/b/a “The Silver Dollar Casino”.

                          	 	$	0.00	 
	
                            GN
      Tukwila Casino

                          	 	
                            Golden
      Nugget Casino Lease, dated November 29, 2004, between Bruce Fehling and
      Yong Hui Fehling and Golden Nugget Tukwila, Inc. (formerly Vormsberg
      Company).

                          	 	$	0.00	 
	
                            Millcreek
      Casino

                          	 	
                            Lease
      Agreement, dated December 3, 2001, between Colin W. & Merlyna M.
      Radford and Tri-Western Syndicated Investment Co. dba Tri West North Creek
      Partnership and Timothy B. and Michael E. Iszley dba Golden Nugget Casino,
      as modified by Addendum A to Lease, dated December 3, 2001, First
      Amendment to Lease, dated April 15, 2002, Second Amendment to Lease,
      undated, Third Amendment to Lease, undated, Fourth Amendment to Lease,
      dated August 15, 2003, and Fifth Lease Amendment, dated June 3, 2004,
      between Tri West North Creek Partnership and Timothy B. Iszley and Michael
      Iszley d/b/a Golden Nugget Casino.  (Wallace Properties - Mill
      Creek, LLC, is successor in interest to original landlord and Silver
      Dollar Mill Creek, Inc. is successor in interest to original
      tenant.)

                          	 	$	0.00	 
	
                            Club
      Hollywood Casino

                          	 	
                            Commercial
      Premises Lease, dated March 5, 2007, between Old 99 Property Group, L.L.C.
      and Hollydrift Gaming, Inc. d/b/a Club Hollywood.

                             

                            Commercial
      Premises Lease (Parking Lot), dated March 5, 2007, between Old 99 Property
      Group, L.L.C. and Hollydrift Gaming, Inc. d/b/a Club
      Hollywood.

                          	 	$	2,386.32	
                            
                              1

                            

                          
	
                            Renton
      Casino

                          	 	
                            Lease
      Agreement, dated March 8, 2004, between Little Family, LLC and Little
      Nevada, Inc.

                             

                            Sublease
      Agreement, dated December 21, 2007, between Little Nevada, Inc. and Ruth
      Dykeman Children’s Center, as amended by Amendment to Sublease Agreement,
      effective December 1, 2008.

                          	 	$	0.00	 
	
                            Royal
      Casino

                          	 	
                            Commercial
      Premises Lease, dated December 22, 2006, between Allen and Sharon Hemmat
      and Royal Casino Holdings, Inc.

                          	 	$	0.00	 
	
                            SD
      Tukwila Casino

                          	 	
                            Real
      Estate Lease, effective June 1, 2000, between Tukwila Land Corp. and
      Little Nevada, Inc.

                          	 	$	0.00	 


                  

                

              

            

          

        

      

    

     

    
      
        
1 To
be allocated between the two leases for Club Hollywood
Casino.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
2.6(b)

    


    Payment
of Balance of Base Consideration Amount

     

    1.           If
an initial Closing occurs and the Purchased Assets sold to Buyer at such Closing
do not include
all of the Purchased Assets, then the amount payable by Buyer at such initial
Closing pursuant to Section 3.1(b) shall be reduced by the following amount or
amounts:

     

    (a)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Sea-Tac Casino, then the amount payable by Buyer at the
initial Closing shall be reduced by $4,500,000 (i.e., 40.6540% of the Base
Consideration Amount).

     

    (b)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the GN Tukwila Casino, then the amount payable by Buyer at
the initial Closing shall be reduced by $1,500,000 (i.e., 13.5501% of the Base
Consideration Amount).

     

    (c)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Millcreek Casino, then the amount payable by Buyer at the
initial Closing shall be reduced by $1,300,000 (i.e., 11.7435% of the Base
Consideration Amount).

     

    (d)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Renton Casino, then the amount payable by Buyer at the
initial Closing shall be reduced by $299,996 (i.e., 2.7100% of the Base
Consideration Amount).

     

    (e)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Royal Casino, then the amount payable by Buyer at the
initial Closing shall be reduced by $900,000 (i.e., 8.1301 % of the Base
Consideration Amount).

     

    (f)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Club Hollywood Casino, then the amount payable by Buyer
at the initial Closing shall be reduced by $2,570,000 (i.e., 23.2159% of the Base
Consideration Amount).

     

    (g)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the SD Tukwila Casino, then the amount payable by Buyer at
the initial Closing shall be reduced by $1 (i.e., 0% of the Base
Consideration Amount).

     

    (h)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Gaming Consultants, then the amount payable by Buyer at
the initial Closing shall be reduced by $1 (i.e., 0% of the Base
Consideration Amount).

     

    (i)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Gameco, then the amount payable by Buyer at the initial
Closing shall be reduced by $1 (i.e., 0% of the Base
Consideration Amount).

     

    (j)           If
the Purchased Assets sold at such initial Closing do not include the Purchased
Assets relating to the Gaming Management, then the amount payable by Buyer at
the initial Closing shall be reduced by $1 (i.e., 0% of the Base Consideration
Amount)

     

    2.           If
and at each such time as an Extension Closing occurs with respect to the
Purchased Assets associated with a Casino or Casinos (or applicable Company or
Companies) that were not transferred to Buyer at the initial Closing, then Buyer
shall pay to the Receiver, at such Extension Closing and as to each Casino being
transferred to Buyer at such Extension Closing, an amount equal to the amount by
which the Base Consideration Amount paid to the Receiver at the initial Closing
was reduced with respect to such Casino pursuant to Section 1 of this Schedule 2.6; provided, however, that for
the avoidance of doubt, the total Base Consideration Amount payable by Buyer
pursuant to this Agreement shall not exceed Eleven Million Seventy Thousand
Dollars ($11,070,000).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
2.6(d)

    


    Summary
of Terms of Service Supplier Agreement

    


    Services to be
Provided

     

    Buyer or
an affiliate of Buyer approved by the Receiver (it being understood that Nevada
Gold & Casinos, Inc. has been approved by the Receiver) will serve as an
independent contractor of the Receiver for purposes of providing expert advice
as a fiduciary to the Receiver with respect to the Receiver’s operation and
management of the Casinos, and providing the Receiver with assistance in the
day-to-day operation of the Casinos.  This arrangement shall be
contingent upon approval of any applicable regulatory authorities and
termination of any arrangement with parties who are currently providing
equivalent arrangements to Receiver at the Casinos.  The Receiver
shall retain primary responsibility and liability for compliance with all
applicable extrajursdictional, federal, state and local laws, rules and
regulations; provided, that the Service Supplier shall be responsible and liable
for maintaining the licenses and other regulatory or governmental approvals,
consents or permits required to lawfully perform the Service Supplier’s
obligations and duties to the Receiver hereunder. At the Receiver’s request, the
duties of Service Supplier (the “Services”) shall
include the following:

     

    
      	
               
      

            	
              ·

            	
              Providing
      advice and assistance in securing cash generated by operations of the
      Casinos.

            


    

    
      	
               
      

            	
              ·

            	
              Providing
      general services, including: (1) recommending to the Receiver reasonable
      and effective measures for the continuing orderly administration,
      management, and operation of the Casinos; and (2) performing the following
      services, which will be more fully described in the Service Supplier
      Agreement:

            


    

    
      	
               
      

            	
              o

            	
              Observing,
      monitoring and reporting on the operations of the
  Casinos

            


    

    
      	
               
      

            	
              o

            	
              Regulatory
      compliance

            


    

    
      	
               
      

            	
              o

            	
              Providing
      surveillance at the Casinos

            


    

    
      	
               
      

            	
              o

            	
              Working
      with the Receiver on periodic financial reviews of the
    Casinos

            


    

    
      	
               
      

            	
              o

            	
              And
      any other activities reasonably related to the operations of the Casinos
      and preservation of any applicable operating
  licenses

            


    

    
      	
               
      

            	
              ·

            	
              In-person
      operational assistance from time to time on the premises of each
      Casino

            


    

    
      	
               
      

            	
              ·

            	
              Maintaining
      operating hours of the Casinos

            


    

    
      	
               
      

            	
              ·

            	
              Making
      recommendations to the Receiver with respect to reasonable changes to the
      advertising strategy for the
Casinos

            


    

    
      	
               
      

            	
              ·

            	
              Providing
      advice and in-person assistance from time to time relating to inventory
      and food and beverage service

            


    

    
      	
               
      

            	
              ·

            	
              Assisting
      the Receiver in its production and analysis of financial
      information

            


    

    
      	
               
      

            	
              ·

            	
              Making
      recommendations to the Receiver with respect to Player-Supported Jackpots
      in accordance with WSGC regulations

            


    

     

    Licenses; Standard of Care;
Insurance

     

    The
Service Supplier has and shall maintain all licenses necessary to lawfully
perform the services (including, without limitation, a service supplier license
issued to it by the WSGC).  All services will be rendered by the
Service Supplier in a professional manner, consistent with the highest fiduciary
standards of skill and care.  Service Supplier shall, at its own
expense, maintain adequate liability insurance acceptable to the Receiver, and
the Receiver shall be named a co-insured on such policy.

     

    Fees

     

    (a)           For
the period commencing on the date the Services Supplier Agreement is entered
into though and including the earlier of (A) the date of termination of the
Agreement or (B) December 31, 2010 (the “Initial Period”),
Service Supplier shall be entitled to receive a fee, payable by the Receiver, in
an amount equal to (i) three percent (3%) of the gross revenues of the Companies
for which the Service Provider is providing the Services, as determined by the
Independent Accountants plus (ii) the out-of-pocket expenses including travel,
lodging, meal and car rental and other expenses incurred by the Service Provider
in the performance of Services for the benefit of the Companies (the “Expense
Reimbursement”), which expenses shall be documented by the Service
Supplier and sent to the Receiver and shall be reduced by a pro rata percentage
after taking into account services provided to (x) those Companies whose assets
have previously been acquired by the Service Provider or its affiliate and (y)
those three casinos owned by NG Washington, LLC, an affiliate of Service
Provider, doing business as Crazy Moose Casino, Coyote Bob’s Casino and Crazy
Moose Casino II.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           From
and after the Initial Period and so long as the Services Supplier Agreement has
not been terminated, Service Supplier shall be entitled to receive (i)
commercially reasonable fees consistent with then-existing market standards for
projects of comparable scope and complexity, as shall be mutually agreed upon by
the parties, plus (ii) the Expense Reimbursement.

     

    Confidentiality

     

    The
Service Supplier Agreement will contain confidentiality provisions customarily
found in agreements with service suppliers on projects of comparable scope and
complexity and others appropriate to this specific transaction.

     

    Non-Solicitation;
Non-Interference; Non-Disparagement

     

    Service
Supplier shall agree that Service Supplier will not, directly or indirectly, do
any of the following (collectively, the “Employee
Obligations”):

     

    
      	
               
      

            	
              ·

            	
              Employ,
      solicit for employment, or otherwise seek to employ or retain any employee
      of or applicant or candidate for employment with the Companies, or in any
      way assist or facilitate any such employment, solicitation, or retention
      effort;

            


    

    
      	
               
      

            	
              ·

            	
              Engage
      in any conduct intended or reasonably calculated to induce or urge any
      employee of or applicant or candidate for employment with the Companies to
      discontinue or not enter into, in whole or in part, an employment
      relationship with the Companies;

            


    

    
      	
               
      

            	
              ·

            	
              Initiate
      contact or have any contact or communication of any nature with any
      employee of or applicant or candidate for employment with the Companies
      for the purpose of employing, soliciting for employment, or otherwise
      seeking to employ or retain any such employee of or applicant or candidate
      for employment with the Companies;

            


    

    


    provided, however,
that the foregoing Employee Obligations of Service Supplier shall only apply to
Companies that have not yet been transferred to Buyer pursuant to a Closing
under the Agreement.

    


    Notwithstanding
anything to the contrary set forth above, the Employee Obligations shall not
prohibit the Service Supplier from hiring an employee of any of the Companies
who responds to a general solicitation through a public medium or general or
mass mailing by the Service Supplier or its affiliates which is not directly or
indirectly targeted to such employees.

    


    All of
the Employee Obligations shall terminate at the earlier of (a) twelve (12)
months following termination or expiration of the Service Supplier Agreement,
and (b) upon the purchase by Buyer of all of the Casinos described in the
Agreement (whether pursuant to one Closing, or multiple Extension
Closings).

     

    The
Service Supplier Agreement shall contain mutual customary non-disparagement
provisions in favor of the Casinos, the Companies, the Receiver, Fortress and
their affiliates, on the one hand, and in favor of the Service Supplier and its
affiliates, on the other hand.

     

    Term and
Termination

     

    The
Service Supplier Agreement: (i) may be terminated immediately by Receiver
pursuant to any order or direction from the WSGC or the WSLCB, (ii) may be
terminated by mutual written agreement of the Receiver and the Service Supplier,
(iii) shall be automatically terminated if a Closing occurs for any Casino
without further action by either party upon such Closing with respect to such
Casino, (iv) may be terminated by the Receiver, at the Receiver’s election, if
the Canadian Court or the Bankruptcy Court approves a transaction by the
Receiver with a party other than an affiliate of the Service Supplier, (v) may
be terminated by either party if the consummation of the Service Supplier
Agreement would violate any non-appealable final order, decree, or judgment of
any court or Governmental Authority having jurisdiction (provided, however, that
if such order, decree or judgment was not due to a material breach of the party
that is seeking to terminate the Service Supplier Agreement pursuant to this
clause); (vi) may be terminated by either party after a material breach of the
Service Supplier Agreement and expiration of the cure period; (vii) may be
terminated during the Initial Period, by the Receiver upon thirty (30) days’
prior written notice to the Service Supplier; or (viii) may be terminated
following the Initial Period, by either party upon thirty (30) days’ prior
written notice to the other party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3.2

    


    Certain
Assumed Liabilities

    


    1.           Current
Liabilities that the Receiver and Buyer mutually agree to include in the
calculation of the Working Capital for any Casino.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3.4(a)

    


    Working
Capital Adjustment Amount

    Methodology
of Computation

    


    The
following balance sheet items will be included in the computation of working
capital:

    


    
      Cash:

    

    Cash at
the Casinos, i.e. “Cash in Bank-Casino” will be counted by and mutually agreed
to by the Receiver and the Buyer on the Closing Date. The Cash will be an
addition to the Working Capital.

    


    ATM
Cash:

    Cash in
the ATM machines operated, whether leased or owned, by the Casinos will be
counted by and mutually agreed to by the Receiver and the Buyer on the Closing
Date.  The ATM Cash will be an addition to the Working Capital. Cash
in transit (i.e. cash not physically in the machines on the Closing Date) will
not be included.

    


    Chips on Hand, Chips Contra
Account and Chips Outstanding:

    The
Receiver shall provide Buyer with documentation of the gross amount of “Chips on
Hand” per the balance sheet.  The Buyer will acknowledge the amount or
advise the Receiver of any difference.  On the Closing Date the
Receiver and the Buyer will count all chips at the Casinos, (“Chip
Float”).  Upon mutual agreement of the Receiver and the Buyer
regarding the amount of the Chip Float, the Chip Float will be subtracted from
the Chips on Hand to determine the “Chips Outstanding” liability amount. The
value of the Chips Outstanding will be a reduction of the Working
Capital.

    


    Prepaid
Expenses:

    Receiver
shall provide to the Buyer a detailed list and description of prepaid
expenses.  Upon review of the list the Buyer, in consultation with the
Receiver, will determine which prepaid expenses can be assumed by the Buyer and
will benefit the Buyer subsequent to the Closing Date.  Some prepaid
expenses may be required to be prorated based upon the type of prepaid expense.
The Buyer will inform the Receiver which prepaid expenses are to be transferred
as of the Closing Date. The value of the transferred Prepaid Expenses will be an
addition to the Working Capital.

    


    Inventory:

    Food,
liquor, uniform, gift cards, logo merchandise and other agreed upon inventory
items, excluding the Hollywood Casino memorabilia, permitted by law to be
transferred to the Buyer will be counted by and mutually agreed to by the
Receiver and the Buyer on the Closing Date. The value of the transferable
inventory items will be an addition to the Working Capital.

    


    Accounts
Payable:

    Receiver
shall provide to the Buyer a detailed list and description of accounts payable
items.  Upon review of the list the Buyer will determine which
accounts payable items are to be assumed by the Buyer.  Unclaimed
Balances Payable, Stale Dated Checks, and Accrued A/P, currently listed as part
of Accounts Payable are to be excluded. The Buyer will inform the Receiver which
accounts payable items are to be transferred to the Buyer as of the Closing
Date. The value of the transferred Accounts Payables will be a reduction of the
Working Capital.

    


    Accounts
Receivable:

    Accounts
Receivables are to be excluded from the Working Capital computation. The Buyer
will continue to collect Accounts Receivables on behalf of the Receiver and
submit collected funds to the Receiver’s nominated bank account, along with a
detailed list of who the funds were collected from, to the Receiver on a monthly
basis.

    


    Dispute
Resolution:

    In the
event that there is a dispute with regard to the computation of the working
capital, the Buyer and the Receiver will endeavor to resolve all disagreements
in good faith as soon as practicable. If such parties do not obtain a final
resolution within thirty (30) days after the notice of the disagreement has been
received by the respective parties, then the issues in dispute will be submitted
to the Independent Accountants for resolution.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3.4(c)

    


    Dispute
Resolution Procedures

    


    If
Receiver and Buyer do not obtain a final resolution of any dispute with respect
to the calculation of Final Working Capital or the EBITDA Difference Amount
within 30 days after the Receiver has received an Objection Notice, Buyer and
the Receiver shall submit the matter for resolution to the Independent
Accountants to resolve any remaining disagreements; provided, however, that if
Buyer and the Receiver cannot agree upon the identity of the Independent
Accountants within 10 days after either Buyer or the Receiver first proposes to
the other a firm to serve in such capacity, then Buyer and the Receiver within
five days thereafter each designate a firm of independent certified public
accountants and the firms so designated by Buyer and the Receiver shall, within
10 days after such designation, choose the Independent Accountants; provided, further, that if at
such time either Buyer or the Receiver shall discover a bona fide conflict with
respect to the Independent Accountants, the parties shall submit the matter to
another mutually agreeable independent accounting firm of national or regional
reputation to resolve the remaining matters in dispute, and such firm shall be
the Independent Accountants for all purposes of this Agreement.

    


    Buyer on
the one hand and the Receiver on the other hand will direct the Independent
Accountants to use their reasonable best efforts to render a determination
within 30 days after submitting the matters set forth in the Objection Notice to
the Independent Accountants for resolution and the Receiver, Buyer and their
respective representatives will cooperate with the Independent Accountants
during their resolution of any disagreements included in the Objection
Notice.  The Independent Accountants will consider only those items
and amounts set forth in the Objection Notice that Buyer and the Receiver are
unable to resolve.  The fees and expenses of the Independent
Accountants shall be paid one-half by Buyer and one-half by the
Receiver.  The determination of the Independent Accountants as to any
disputed matters shall be set forth in a written statement delivered to Buyer
and the Receiver and shall be final, conclusive and binding on the
parties.  The parties agree that judgment may be entered upon the
arbitral award of the Independent Accountants in any court having jurisdiction
pursuant to the terms of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3.5(a)

    


    Unaudited
EBITDA Amount

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Company

                              	 	
                                Name
      of Casino/Description of 

                                Business

                              	 	
                                2009
      EBITDA ($)

                              	 
	
                                Silver
      Dollar Mill Creek, Inc.

                              	 	
                                Millcreek
      Casino

                              	 	 	689,891	 
	
                                Big
      Nevada, Inc.

                              	 	
                                Sea-Tac
      Casino

                              	 	 	1,460,417	 
	
                                Hollydrift
      Gaming, Inc.

                              	 	
                                Club
      Hollywood Casino

                              	 	 	984,433	 
	
                                Little
      Nevada, Inc.

                              	 	
                                SD
      Tukwila Casino

                              	 	 	(370,816	)
	
                                Royal
      Casino Holdings, Inc.

                              	 	
                                Royal
      Casino

                              	 	 	464,021	 
	
                                Little
      Nevada, Inc.

                              	 	
                                Renton
      Casino

                              	 	 	178,238	 
	
                                Golden
      Nugget Tukwila, Inc.

                              	 	
                                GN
      Tukwila Casino

                              	 	 	786,632	 
	
                                Gaming
      Consultants, Inc.

                              	 	
                                Management
      Company

                              	 	 	(1,185,428	)
	
                                Gaming
      Management, Inc.

                              	 	
                                Management
      Company

                              	 	 	(685	)
	
                                Gameco,
      Inc.

                              	 	
                                Management
      Company

                              	 	 	3,122	 
	
                                Mill Creek Gaming, Inc.

                              	 	
                                Dormant Company

                              	 	 	-	 
	 
      	 	
                                TOTAL            
      

                              	 	 	3,009,825	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3.5(f)

    


    Example
of Calculation of EBITDA Adjustment Amount

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	
                                                                              EBITDA
      Threshold

                                                                            	 	$	250,000	 
	
                                                                              Variance

                                                                            	 	 	10	%
	
                                                                              Multiple

                                                                            	 	 	5	x
	 
      	 	 	 	 
	
                                                                              AUDITED
      #'s $250,000 LESS THAN PROVIDED

                                                                            	 
	
                                                                              2009
      Unaudited EBITDA

                                                                            	 	$	2,500,000	 
	 
      	 	 	 	 
	
                                                                              2009
      Audited EBITDA

                                                                            	 	$	2,250,000	 
	
                                                                              Variance

                                                                            	 	$	250,000	 
	 
      	 	 	 	 
	
                                                                              Amount
      Due To/From Buyer

                                                                            	 	$	-	 
	 
      	 	 	 	 
	
                                                                              AUDITED
      #'s $500,000 LESS THAN PROVIDED

                                                                            	 
	
                                                                              2009
      Unaudited EBITDA

                                                                            	 	$	2,500,000	 
	 
      	 	 	 	 
	
                                                                              2009
      Audited EBITDA

                                                                            	 	$	2,000,000	 
	
                                                                              Variance

                                                                            	 	$	(500,000	)
	 
      	 	 	 	 
	
                                                                              Amount
      Due To Buyer  

                                                                            	 	$	(1,250,000	)
	 
      	 	 	 	 
	
                                                                              AUDITED
      #'s $250,000 MORE THAN PROVIDED

                                                                            	 
	
                                                                              2009
      Unaudited EBITDA

                                                                            	 	$	2,500,000	 
	 
      	 	 	 	 
	
                                                                              2009
      Audited EBITDA

                                                                            	 	$	2,750,000	 
	
                                                                              Variance

                                                                            	 	$	250,000	 
	 
      	 	 	 	 
	
                                                                              Amount
      Due To/From Buyer

                                                                            	 	$	-	 
	 
      	 	 	 	 
	
                                                                              AUDITED
      #'s $500,000 MORE THAN PROVIDED

                                                                            	 
	
                                                                              2009
      Unaudited EBITDA

                                                                            	 	$	2,500,000	 
	 
      	 	 	 	 
	
                                                                              2009
      Audited EBITDA

                                                                            	 	$	3,000,000	 
	
                                                                              Variance

                                                                            	 	$	500,000	 
	 
      	 	 	 	 
	
                                                                              Amount
      Due From Buyer

                                                                            	 	$	1,250,000	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
3.6

    


    Allocation
Schedule for each Company

    


    The
Parties agree that the applicable portion of the Purchase Price attributable to
the various assets comprising the Purchased Assets of each Company shall be
allocated in accordance with Treasury Regulation Section 1.1060-1 in accordance
with the following methodology:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Class I Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Cash
      & Cash Equivalents

                            	 
      	
                              As
      determined as of the Close of Business on the Closing Date in connection
      with the determination of Final Working Capital

                            
	 
      	 
      	 
      
	
                              Class II Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Actively
      Traded Personal Property and Certificates of Deposit

                            	 
      	
                              As
      determined as of the Close of Business on the Closing Date in connection
      with the determination of Final Working Capital

                            
	 
      	 
      	 
      
	
                              Class III Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Accounts
      Receivable and Other Class III Assets

                            	 
      	
                              As
      determined as of the Close of Business on the Closing Date in connection
      with the determination of Final Working Capital

                            
	 
      	 
      	 
      
	
                              Class IV Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Inventories
      and Supplies

                            	 
      	
                              As
      determined as of the Close of Business on the Closing Date in connection
      with the determination of Final Working Capital

                            
	 
      	 
      	 
      
	
                              Class V Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Furniture,
      Fixtures and Equipment, Leasehold Improvements and other Class V
      Assets

                            	 
      	
                              To
      be determined in accordance with Section 3.6 of the
    Agreement.

                            
	 
      	 
      	 
      
	
                              Class VI Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Licenses,
      permits, trade name and other Section 197 Intangibles (excluding goodwill
      and going concern value)

                            	 
      	
                              To
      be determined in accordance with Section 3.6 of the
    Agreement.

                            
	 
      	 
      	 
      
	
                              Class VII Assets

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Goodwill
      and Going Concern Value

                            	 
      	
                              The
      remaining portion, if any, of the Purchase Price after the allocations to
      assets in Classes I through VI
above.

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
9.4(a)

    


    Form
of Bidding Procedures Order

    


    (See
Attached)

    
       

      
        
          	 
      	
                  The
      Honorable Samuel J. Steiner

                
	 
      	
                  Chapter
      15

                
	 
      	
                  Hearing
      Date:

                
	 
      	
                  Hearing
      Time:

                
	 
      	
                  Hearing
      Location: Seattle – Room 8206

                
	 
      	
                  Response
      Date:

                


        

      

      


      UNITED STATES BANKRUPTCY COURT

      WESTERN
DISTRICT OF WASHINGTON

      AT
SEATTLE

      


      
        
          
            
              
                
                  	 	 	 
	
                          In
      re

                        	 	 
      
	 
      	 	
                          Case
      No. 09-13569 (SJS)

                        
	
                          BIG
      NEVADA, INC., et
      al.,

                        	 	 
      
	 
      	 	
                          (Jointly
      Administered)

                        
	
                          Debtors
      in a Foreign Proceeding.

                        	 	 
      
	 
      	 	
                          ORDER
      (1) APPROVING FORM OF PURCHASE AGREEMENT, (2) APPROVING
      PROCEDURES FOR SALE OF DEBTORS’ ASSETS (INCLUDING SCHEDULING A BID
      DEADLINE, AUCTION DATE AND SALE HEARING), (3) ESTABLISHING ASSUMPTION
      AND ASSIGNMENT PROCEDURES, (4) APPROVING NOTICE PROCEDURES AND FORMS
      OF NOTICE, AND (5) GRANTING OTHER
RELIEF

                        


                

              

            

          

        

      

      


      THIS
MATTER comes before the Court on the motion (the “Motion”) filed by
Grant Thornton Limited, as receiver and foreign representative (the “Receiver”), for entry
of an order (1) approving the form of Asset Purchase Agreement attached
hereto as Exhibit A (the “Purchase Agreement”),
including the break-up fee provided for therein, (2) approving the proposed
sale procedures attached hereto as Exhibit B, including scheduling a bid
deadline, auction date, and sale hearing date (the “Sale Procedures”),
(3) establishing procedures for assuming and assigning executory contracts
and unexpired leases (the “Assumption and Assignment
Procedures”), (4) fixing notice procedures and approving forms of
notice, and (5) granting other relief.  The Motion is filed in
connection with the jointly-administered chapter 15 cases of each of the
following Washington corporations for which Grant Thornton is serving as
Receiver:

      
         


        Big
Nevada, Inc.

        Gameco,
Inc.
 


      
        
          
            
              	
                      ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                      AND
      GRANTING OTHER RELIEF - 1

                      DWT
      13820087v11 0090149-000001

                    	
                      Davis Wright Tremaine
      LLP

                      Law Offices

                      Suite
      2200  ž  1201
      Third Avenue

                      Seattle,
      Washington  98101-3045

                      (206) 622-3150 ž  Fax: (206)
      757-7700

                    


            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Gaming
Consultants, Inc.

      Gaming
Management, Inc.

      Golden
Nugget Tukwila, Inc.

      Hollydrift
Gaming, Inc.

      Little
Nevada, Inc.

      Little
Nevada II, Inc.

      Little
Nevada III, Inc.

      Mill
Creek Gaming, Inc.

      Royal
Casino Holdings, Inc.

      Shoreline
Gaming, Inc.

      Shoreline
Holdings, Inc.

      Silver
Dollar Mill Creek, Inc.

      Snohomish
Gaming, Inc.

       

      (collectively,
the “Washington
Subsidiaries”).  The Court has considered
the Motion, the Declarations of Mark Wentzell and [Nevada Gold representative]
filed in support of the Motion, and all other papers filed in support of or
opposition to the Motion, and has reviewed and considered the files and records
herein as well as the argument and statements of counsel presented at the
hearing.  Capitalized terms not otherwise defined in this Order shall
have the same meanings as set forth in the Purchase Agreement.

       

      BASED ON
THE FOREGOING, the Court makes the following findings of fact and conclusions of
law:

       

      A.         
This Court has jurisdiction over these chapter 15 cases and the parties
and properties affected thereby pursuant to 28 U.S.C.
§ 1334.  Consideration of the Motion is a core proceeding
pursuant to 28 U.S.C. § 157(b)(2)(M), (N), (O), and (P).  Venue
is properly located in this district pursuant to 28 U.S.C.
§ 1410.  The assets of the Washington Subsidiaries that are the
subject of the Motion are located within the territorial jurisdiction of the
United States and accordingly, §§ 363, 549 and 552 of the Bankruptcy Code are
applicable to the transfer of such assets.

       

      B.        
  Due, sufficient, and adequate notice of the relief requested in
the Motion and granted herein has been given to parties in
interest.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 2

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      C.       
   In the Motion and supporting papers, the Receiver has
established good and sufficient reasons for (1) approving the form of the
Purchase Agreement, (2) authorizing payment of a break-up fee in the amount
of $1,000,000 (the “Break-Up Fee”)
payable to NG Washington II, LLC (“Nevada Gold”) pursuant and subject to the
terms of the Purchase Agreement, (3) approving the Sale Procedures,
(4) approving the Assumption and Assignment Procedures, (5) fixing
notice procedures and approving forms of notice, and (6) granting the other
relief provided for herein.  Among other things, the Receiver has
engaged in an extensive process to market the assets of the Washington
Subsidiaries to third parties over a period of several months.  Nevada
Gold is one of the potential purchasers identified by the Receiver as part of
its process.  The Receiver has engaged in arms-length negotiations
with Nevada Gold concerning the terms of the Purchase
Agreement.  Fortress has participated in those negotiations, and both
the Receiver and Fortress believe that the transactions contemplated in the
Purchase Agreement are fair and reasonable under the
circumstances.  In addition, both the Receiver and Fortress believe
that given the extensive marketing effort to date, the proposed Sales
Procedures, Assumption and Assignment Procedures, notice procedures and other
relief sought in the Motion are reasonable under the circumstances, and in the
best interests of the Washington Subsidiaries.

       

      D.     
     The Sale Procedures are reasonably calculated to
produce an arms’-length bidding process for obtaining the highest and best bid
available from a good-faith purchaser.  Any Successful Bidder (as
defined below) that complies in good faith with the Sale Procedures shall be
deemed by the Court at the Sale Hearing (as defined below) to be a good faith
purchaser within the meaning of section 363(m) of the Bankruptcy Code, and
entitled to all of the protections thereof.

       

      E.       
   Fortress Credit Funding II, L.P. (“Fortress”) has
consented to entry of this Order, including all the relief provided for
herein.

       

      F.        
  To the extent that Nevada Gold becomes entitled to receive payment
of the Break-Up Fee pursuant to the Purchase Agreement, such expense shall be
(i) an actual and necessary cost and expense of preserving the Washington
Subsidiaries’ estates, within the meaning of section 503(b) of the
Bankruptcy Code, (ii) of substantial benefit to the Washington
Subsidiaries’ estates, (iii) reasonable and appropriate considering, among
other things, the size and nature of the proposed sale of assets pursuant to the
Purchase Agreement (the “Sale”), the efforts
that have been and will be expended by Nevada Gold notwithstanding that the
proposed Sale is subject to higher or better offers for the assets to be sold
pursuant to the Purchase Agreement (the “Acquired Assets”),
and the prevailing custom and practice applicable to non-bankruptcy sale
transactions of similar type and size, and (iv) necessary to ensure that
Nevada Gold will continue to pursue its proposed acquisition of the Acquired
Assets.  Absent further order of this Court, no Qualified Bidder (as
defined below) other than the Nevada Gold shall be entitled to a break-up fee or
similar payment.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 3

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      G.        
  The bid procedures and overbid protections afforded to Nevada Gold
under the Purchase Agreement are reasonable and appropriate and represent the
best method for maximizing the return for the Acquired Assets.

       

      H.          The
Assumption and Assignment Procedures, including procedures for addressing
objections to assumption and assignment and proposed cure amounts, are
reasonable and appropriate.

       

      I.           
This Order constitutes a final order within the meaning of 28 U.S.C. §
158(a).

       

      NOW
THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

       

      1.       
   All objections to the Motion or the relief requested therein
that have not been withdrawn, waived, or settled, and all reservations of rights
included therein, hereby are overruled on the merits and denied.

       

      2.         
 Pursuant to sections 105, 363, 365, 1520, and 1525 of the
Bankruptcy Code, as supplemented by Bankruptcy Rules 6002, 6004, 6006, 9007, and
9029, the Motion is granted.

       

      Form of Purchase
Agreement/Sale Procedures

       

      3.       
   The form of the Purchase Agreement attached hereto as
Exhibit A is hereby approved and shall be used by all Qualified Bidders, as
defined in the Sale Procedures, provided however, that Fortress will not be
required to provide financial accommodations to any Qualified Bidder other than
Nevada Gold, and ¶3 of the Purchase Agreement shall be modified to reflect that
the Purchase Price shall be all cash absent the express written consent of
Fortress to provide financing in connection with a Qualified Alternative
Bid.

       

      4.        
  The Sale Procedures attached hereto as Exhibit B are hereby
approved and shall govern all bids and sale procedures relating to the
Sale.  The Receiver is authorized to take any and all actions
necessary or appropriate to implement the Sale Procedures.

       

      5.       
   Unless the Receiver notifies this court on or before [_]
2010 that it wishes to terminate the Sale, the Court shall conduct a hearing to
consider approving the Sale (the “Sale Hearing”) on
[_], 2010, at ______ _.m. (Pacific time).

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 4

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Assumption and Assignment
Procedures

       

      6.          
Section 365(a), (b) and (f) of the Bankruptcy Code are hereby made
applicable to these cases.  The Assumption and Assignment Procedures
attached hereto as Exhibit C shall govern the assumption and assignment of
executory contracts and unexpired leases in connection with the
Sale.

       

      Notices

       

      7.          
The notice of the Sale Hearing (the “Sale Notice”),
substantially in the form attached hereto as Exhibit D, is hereby approved
as reasonably calculated to provide creditors and parties in interest with
proper notice of the proposed Sale Procedures and Sale.

       

      8.          
The Assumption and Assignment Notice, substantially in the form attached
hereto as Exhibit E (the “Assumption and Assignment Notice”), is hereby
approved as reasonably calculated to provide all counterparties to the Assumed
Contracts and Assumed Leases with proper notice of the assumption and assignment
of their respective executory contracts or unexpired leases, the amount, timing
and nature of any cure relating thereto, the conditions for provision of
adequate assurance of future performance, and the Assumption and Assignment
Procedures.

       

      9.          
The notices described in paragraphs 7 and 8 are approved and shall
be good and sufficient, and no other or further notice shall be required if
given as follows:

       

      (a)           The
Receiver files with the Court and serves through the Court’s ECF system copies
of the Sale Notice, the Sale Motion (and all papers filed in support of the Sale
Motion), and the Assumption and Assignment Notice on all parties appearing
electronically in these cases, including without limitation, the United States
Trustee;

       

      (b)           The
Receiver serves, within three days after entry of this Order (the “Mailing Deadline”),
by first-class mail, postage prepaid, or other method reasonably calculated to
provide notice copies of the Sale Notice on (i) all parties known to the
Receiver who previously expressed an interest in acquiring the assets (or stock)
of one or more of the Washington Subsidiaries, and (ii) each person
identified on the master mailing list kept by the clerk of the Court in these
Cases pursuant to Local Bankruptcy Rule 2002-1(a), including without limitation
all known creditors of the Washington Subsidiaries and all persons requesting
special notice pursuant to Bankruptcy Rule 2002(i), provided however that
the Receiver shall not be required to separately mail copies of the Sale Notice
to any party that receives electronic notice through the Court’s ECF
system;

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 5

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)          
The Receiver serves on or before the Mailing Deadline by first-class
mail, postage prepaid, or other method reasonably calculated to provide notice,
copies of the Sale Notice, the Sale Motion (and all papers filed in support of
the Sale Motion), and the Assumption and Assignment Notice, on (i) all
parties known by the Receiver to claim any lien against or interest in any
property of the Washington Subsidiaries being sold, (ii) the United States
attorney for the Western District of Washington, and (iii) all non-debtor
parties to the Assumed Contracts or the Assumed Leases, provided however, that
the Receiver shall not be required to separately mail copies of the foregoing to
any party that receives electronic notice through the Court’s ECF
system.

       

      (d)          
Within three days after the identification by the Receiver of a
Successful Bidder other than Nevada Gold, the Receiver files with the Court and
serves by first-class mail, postage prepaid, or other method reasonably
calculated to provide notice, an amended Assumption and Assignment Notice
(identifying the Successful Bidder other than Nevada Gold) on the non-debtor
parties to the Assumed Contracts and Assumed Leases to be assumed and assigned
to the Successful Bidder pursuant to the Purchase Agreement, provided however,
that the Receiver shall not be required to separately mail copies of the
foregoing to any party that receives electronic notice through the Court’s ECF
system.

       

      Other
Relief

       

      10.         The
failure of any objecting person or entity to timely file its objection shall be
a bar to the assertion, at the Sale Hearing or thereafter, of any objection to
the Motion, to the consummation and performance of the Sale, or the assumption
and assignment of any executory Contract or unexpired lease, upon the terms and
conditions set forth in the Assumption and Assignment Notice.

       

      11.         To
the extent that Nevada Gold shall become entitled to receive payment of the
Break-Up Fee pursuant to the Purchase Agreement, such Break-Up Fee shall be
payable from the proceeds of sale following closing of the sale to the
Successful Bidder and shall have priority over and be paid prior to any
distribution to Fortress.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 6

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      12.         The
U.S. trustee shall appoint a consumer privacy ombudsman pursuant to
sections 332 and 363(b)(1) of the Bankruptcy Code as soon as
practicable.

       

      13.         The
Receiver is authorized and directed to reimburse Nevada Gold for its expenses as
set forth in the Purchase Agreement.

       

      14.         As
provided in Bankruptcy Rules 6004(l) and 6006(d), and notwithstanding
Bankruptcy Rule 7062, this Order shall be effective and enforceable immediately
upon entry.  Time is of the essence in obtaining the highest and best
value for the assets of the Washington Subsidiaries.  Therefore, the
stays provided for under Bankruptcy Rules 6004(h), 6006(d), and 7062 shall not
apply.

       

      15.         The
provisions of this Sale Order are non-severable and mutually
dependent.

      
 

      DATED
this ______ day of ________________, 2010.

      
 

      
        
          
            	 
      	 
      
	 
      	
                    UNITED
      STATES BANKRUPTCY JUDGE

                  


          

        

      

      


      Presented
by:

      


      Davis
Wright Tremaine LLP

      Attorneys
for Grant Thornton Limited, as

      Receiver
and Foreign Representative

      of the
Washington Subsidiaries

      


      
        
          
            
              	
                      By

                    	 
      	 
      
	 
      	
                      Ragan
      L. Powers, WSBA #11935

                    	 
      
	 
      	
                      C.
      Keith Allred, WSBA #6566

                    	 
      
	 
      	
                      Hugh
      R. McCullough, WSBA #41435

                    	 
      


            

          

        

      

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 7

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      Form
of Purchase Agreement

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 8

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
B

      


      Sales
Procedures

      


      1.           Alternative
Bids.  The Receiver will consider bids (each, an “Alternative Bid”)
submitted by interested parties, subject to the qualifications and procedures
below.  The Receiver may amend or alter these procedures if it deems
such amendments or modifications to be in the best interests of the Washington
Subsidiaries’ estates, provided that the Receiver shall provide notice of such
modifications to any parties who express continuing interest in purchasing the
assets of the Washington Subsidiaries following receipt of the Sale
Notice.

       

      2.           Alternative Bid
Deadline.  All Alternative Bids must be received not later than
11:00 a.m. (PDT) on the ___ day of May 2010 (the “Alternative Bid
Deadline”) by counsel for the Receiver [one week prior to the Sale
Hearing]:

      


      Ragan L.
Powers

      Davis
Wright Tremaine LLP

      Suite
2200

      1201
Third Avenue

      Seattle,
Washington 98101

       

      Receiver’s
counsel shall immediately distribute a copy of each such Alternative Bid
received to counsel for Nevada Gold and counsel for Fortress Credit Funding II,
L.P. (“Fortress”).

       

      3.           Qualified Alternative
Bid.  The Receiver will consider an Alternative Bid only if the
Alternative Bid is a “Qualified Alternative
Bid.”  To be a Qualified Alternative Bid, the Alternative Bid
must:

       

      (a)           identify
the proponent of the Alternative Bid and an officer who is authorized to appear,
act on behalf of and bind the bidder;

       

      (b)           agree
in writing to execute the Purchase Agreement, subject only to modification of
the Purchase Price (as described below) and elimination of the provisions with
respect to the Break-Up Fee with respect to such bidder;

       

      (c)           agree
that the Purchase Price pursuant to paragraph 3 of the Purchase Agreement shall
be at least $12,170,000 (i.e., $1,100,000 more than the Purchase Price contained
in Section 3 of the Purchase Agreement executed by Nevada Gold,
with Purchase Price being allocated among the Businesses based on the
percentages shown on Schedule 2.6(b) to the Purchase Agreement), and that
the Purchase Price shall be paid in cash absent the express written consent of
Fortress to provide financial accommodations in connection with a Qualified
Alternative Bid;

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 9

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)           be
accompanied by a deposit in the form of cash, cashier’s check or letter of
credit issued by a federal or state chartered domestic bank in the amount of
$2,000,000, refundable in the event the bidder is not the Successful Bidder at
the Auction (as defined below);

       

      (e)           be
accompanied by financial information for the bidder sufficient to enable the
Receiver or Fortress to determine such bidder’s creditworthiness and ability to
close a sale of the Acquired Assets (including information sufficient to
demonstrate the bidder’s ability to provide adequate assurance of future
performance of obligations under any executory contracts or leases to be assumed
and assigned to the bidder);

       

      (f)          
 not be conditional on the outcome of any unperformed due diligence by the
bidder, the receipt of equity or debt financing, or the approval of the bidder’s
Board of Directors, shareholder, or other corporate approval; and

       

      (g)           by
its terms, remain open and irrevocable through the conclusion of the Sale
Hearing, unless extended by agreement of the parties.

       

      4.           Auction, Bidding Increments,
and Bids Remaining Open.  If Receiver receives a Qualified
Alternative Bid, the Receiver shall conduct an auction (the “Auction”) at the
offices of Davis Wright Tremaine LLP, Suite 2200, 1201 Third Avenue Seattle,
Washington, on the Business Day immediately prior to the Sale Hearing, beginning
at 9:00 am PDT or such later time and/or other place as the Receiver shall
notify all bidders who have submitted Qualified Alternative Bids (such persons
are referred to as “Qualified
Bidders”).  The following procedures will apply:

       

      (a)           Only
the Receiver, Nevada Gold, any representative of Fortress, and Qualified Bidders
shall be entitled to attend the Auction, and only Nevada Gold and Qualified
Bidders shall be entitled to participate and make any additional bids (“Subsequent Bids”) at
the Auction.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 10

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           All
Qualified Bidders shall be entitled to be present for all bidding with the
understanding that the true identity of each bidder shall be fully disclosed to
all other bidders and that all material terms of each bid will be fully
disclosed to all other bidders throughout the entire Auction.

       

      (c)           At
least four days prior to the Auction, the Receiver will give Nevada Gold,
Fortress and all other Qualified Bidders a copy of the highest and best
Qualified Alternative Bid received and copies of all other Qualified Alternative
Bids.  In addition, the Receiver will inform Nevada Gold, Fortress and
each Qualified Bidder who has expressed its intent to participate in the Auction
of the identity of all Qualified Bidders that may participate in the
Auction.

       

      (d)           Prior
to start of the Auction, the Receiver may announce at the Auction additional
procedural rules that it determines to be reasonable under the circumstances
(e.g., the amount of time allotted to make subsequent alternative bids) for
conducting the Auction so long as such rules are not inconsistent with these
Bidding Procedures.

       

      (e)           At
the Auction, bidding shall begin with the highest Qualified Alternative Bid and
continue in minimum increments of at least $25,000 higher than the previous
highest bid.

       

      (f)          
 The Auction shall continue in one or more rounds of bidding and shall
conclude after each participating bidder has had the opportunity to submit an
additional Subsequent Bid with full knowledge and written confirmation of the
then-existing highest bid, signed by the Receiver’s counsel and identifying the
party making the then highest bid.

       

      (g)           For
the purpose of evaluating the value of the consideration provided by each
Subsequent Bid (including any Subsequent Bid by Nevada Gold), the value shall be
the net consideration payable to the Receiver after giving effect to the
Break-Up Fee that may be payable to Nevada Gold under the Purchase
Agreement.

       

      (h)           At
the conclusion of the bidding, the Receiver shall announce its determination as
to the bidder submitting the successful bid (the “Successful Bidder”),
which shall be submitted to the Bankruptcy Court for approval at the Sale
Hearing.  Nevada Gold shall be deemed a party-in-interest with
standing to appear and be heard in connection with any motions, hearings, or
other proceedings relating to the Purchase Agreement and any Qualified
Alternative Bid or Subsequent Bid.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 11

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (i)          
 The Receiver, in consultation with its professionals, shall determine in
its sole discretion whether an Alternative Bid meets the qualifications
described herein and in the order approving these procedures and whether a
Qualified Alternative Bid or Subsequent Bid constitutes the highest and/or best
offer for the Acquired Assets.

       

      (j)          
 The highest and/or best offer as determined by the Receiver shall be
submitted to the Bankruptcy Court for approval at the Sale Hearing.

       

      (k)           If
the Receiver does not receive any Qualified Alternative Bids, no Auction will be
held, Nevada Gold will be declared the Successful Bidder, and the Receiver will
report the same to the Bankruptcy Court and will present the Sale Order for
entry by the Court at the Sale Hearing, approving the sale of the Acquired
Assets to Nevada Gold in accordance with the terms of the Purchase
Agreement.  No potential purchaser of any of the Washington
Subsidiaries’ assets will be entitled to object to entry of the Sale Order at
the Sale Hearing unless such potential purchaser timely submitted a Qualified
Alternative Bid.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 12

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
C

      Assumption
and Assignment Procedures

      


      1.           Pursuant
to the Purchase Agreement, Nevada Gold will, within five business days of
execution of the Purchase Agreement, submit to the Receiver the list of the
executory contracts and leases that it proposes that the Receiver assume and
assign to it; and each bidder submitting an Alternative Bid shall submit with
its Alternative Bid on or before the Alternative Bid Deadline, the list of the
executory contracts and leases that it proposes that the Receiver assume and
assign to it (collectively, the “Executory Contract
Designation Deadline”).  The Receiver shall maintain a schedule
(the “Schedule”) of
executory contracts (the “Assumed Contracts”)
and unexpired leases (the “Assumed Leases”) that
Nevada Gold or a Successful Bidder (if applicable) designates for assumption and
assignment.

       

      2.           For
each Assumed Contract and Assumed Lease, the date on which Nevada Gold (or a
Successful Bidder, if applicable) shall seek to have the assumption and
assignment become effective shall be the closing date pursuant to the terms of
the Purchase Agreement (the “Proposed Assumption
Effective Date”).

       

      3.           On
or before the Mailing Deadline, the Receiver shall provide notice (the “Assumption
and  Assignment Notice”) to each non-debtor counterparty to an
Assumed Lease or Assumed Contract that Nevada Gold designates for assumption and
assignment, substantially in the form attached hereto as Exhibit E, that
(i) identifies the proposed amount to be paid to such counterparty to cure
all defaults under such agreement that are required to be cured pursuant to
section 365 of the Bankruptcy Code as a prerequisite to assumption (together
with the timing of such payments, if any), and (ii) describes the
procedures for objecting to the proposed assumption and assignment of the
agreement.

       

      4.           Objections,
if any, to the proposed assumption and assignment of any Assumed Contract or
Assumed Lease to Nevada Gold must be made in writing, filed with the Court, and
served on the Receiver so as to be received no later than __________ (the “Nevada Gold Contract
Objection Deadline”).

       

      5.           Unless
a Contract Objection is filed and served before the Nevada Gold Contract
Objection Deadline, such counterparty shall be deemed to have consented to the
assumption and assignment of its respective Assumed Contract or Assumed Lease to
Nevada Gold and the respective cure of existing defaults and shall be forever
barred from objecting to the cure and from asserting any additional cure or
other amounts against the Receiver, the Washington Subsidiaries, their estates,
or Nevada Gold.  In such event, the Receiver and Nevada Gold shall be
entitled to provide in the Sale Order for the assumption and assignment of the
applicable Assumed Contract or Assumed Lease to Nevada Gold, and for payment of
the cure amount, if any, specified in the Assumption and Assignment Notice, all
without further notice to such counterparty.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 13

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.           If
Qualified Alternative Bids are received by the Receiver, and Nevada Gold is not
the Successful Bidder at the Auction, the Receiver shall provide an amended
Assumption and Assignment Notice to each non-debtor counterparty to an Assumed
Contract or Assumed Lease designated by the Successful Bidder for assumption and
assignment, identifying the Successful Bidder, and providing information to the
non-debtor counterparties regarding the ability of the Successful Bidder to
provide adequate assurance of future performance as required by 11 U.S.C. §
365.  Objections, if any, to the proposed assumption and assignment of
any Assumed Contract or Assumed Lease to a Successful Bidder (other than Nevada
Gold) must be made in writing, filed with the Court, and served on the Receiver
on a date to be established by the Court.

       

      7.           If
a timely Contract Objection is filed solely as to the proposed cure (a “Cure Objection”), and
Nevada Gold is the purchaser, the Cure Amount shall be determined by the Court
at the Sale Hearing, unless otherwise agreed by the Receiver and Nevada
Gold.  If a timely Cure Objection is filed and Nevada Gold is not the
purchaser, then the agreement may nevertheless be assumed and assigned to the
Successful Bidder on the Proposed Assumption Effective Date, and the Successful
Bidder shall pay the undisputed portion of the cure on or as soon as reasonably
practicable after the Proposed Assumption Effective Date, and the disputed
portion of the cure shall be determined as follows and paid as soon as
reasonably practicable following resolution of such disputed cure.  To
resolve the Cure Objection, the Receiver, the Successful Bidder, and the
objecting party may confer in good faith to attempt to resolve any such
objection without Court intervention.  If the Receiver determines that
the Cure Objection cannot be resolved without judicial intervention, then the
cure will be determined as follows: (i) with respect to Assumed Contracts
and Assumed Leases pursuant to which the counterparty has agreed to an
alternative dispute resolution procedure, then, according to such procedure; and
(ii) with respect to all other executory contracts and unexpired leases, by
the Court at the discretion of the Receiver either at the Sale Hearing or such
other date as determined by the Court.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 14

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8.           If
a timely Contract Objection is filed that objects to the assumption and
assignment on a basis other than the proposed cure, the Receiver, the Successful
Bidder, and the objecting counterparty shall confer in good faith to attempt to
resolve any such objection without Court intervention.  If the
Receiver determines that the objection cannot be resolved without judicial
intervention, then, if Nevada Gold is the purchaser, the objection shall be
resolved by the Court at the Sale Hearing unless otherwise agreed by the
Receiver and Nevada Gold.  If the Successful Bidder is not Nevada
Gold, at the discretion of the Receiver and the Successful Bidder, the objection
shall be determined by the Court at the Sale Hearing or such other date as
determined by the Court.  If the Court determines at such hearing that
the executory contract or unexpired lease should not be assumed and assigned,
then such agreement shall no longer be considered an Assumed Contract or Assumed
Lease.

       

      9.           Each
Assumed Contract and Assumed Lease will be assumed and assigned to Nevada Gold
or the Successful Bidder (as applicable) on the date (the “Assumption Effective
Date”) that is the later of (i) the Proposed Assumption Effective
Date, and (ii) the Assumption Resolution Date (as defined below).  The
“Assumption Resolution Date” shall be, (i) if no Contract Objection has been
filed on or prior to the Contract Objection Deadline, the business day after the
Contract Objection Deadline, or (ii) if a Contract Objection has been filed
on or prior to the Contract Objection Deadline, the date of the Assumption
Resolution Stipulation or the date of a Court order authorizing the assumption
and assignment to Nevada Gold or the Successful Bidder (as applicable) of the
Assumed Contract or Assumed Lease.

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 15

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
D

      


      Form
of Notice of Sale Hearing

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 16

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
E

      


      Form
of Assumption and Assignment Notice

      


      
        
          	
                  ORDER
      APPROVING FORM OF ASSET PURCHASE AGREEMENT

                  AND
      GRANTING OTHER RELIEF - 17

                  DWT
      13820087v11 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Schedule
9.4(c)

    


    Form
of U.S. Approval Order

    


    (See
Attached)

    
      


      
        
          	 
      	
                  The
      Honorable Samuel J. Steiner

                
	 
      	
                  Chapter
      15

                
	 
      	
                  Hearing
      Date:

                
	 
      	
                  Hearing
      Time:

                
	 
      	
                  Hearing
      Location: Seattle – Room 8206

                
	 
      	
                  Response
      Date:

                


        

      

      


      UNITED STATES BANKRUPTCY COURT

      WESTERN
DISTRICT OF WASHINGTON

      AT
SEATTLE

      


      
        
          	
                   

                  In
      re

                   

                  BIG
      NEVADA, INC., et
      al.,

                   

                  Debtors in a Foreign
      Proceeding. 1

                   

                	 
      	
                   

                  Case
      No. 09-13569 (SJS)

                   

                  (Jointly
      Administered)

                   

                  NOTICE
      OF MOTION FOR ORDER (1) AUTHORIZING SALE OF ASSETS FREE AND CLEAR OF
      INTERESTS, (2) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CONTRACTS
      AND LEASES, (3) WAIVING ANY TEMPORARY STAY OF RELIEF, AND
      (4) GRANTING OTHER
RELIEF

                


        

      

      


      1.  Canadian Receivership/U.S.
Chapter 15 Proceedings.  On April 15, 2009 (the “Commencement Date”),
Evergreen Gaming Corporation (“Evergreen”) and
nineteen of its Canadian and U.S. affiliates filed petitions in the Vancouver
Registry of the Supreme Court of British Columbia (the “Canadian Court”)
under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c.C-36 and C-44,
and the Business Corporations Act, S.B.C. 2002, c.57 (the “CCAA
Proceeding”).  Concurrently with the filings in Canada,
Deloitte & Touche, Inc. (“Deloitte”) filed
chapter 15 petitions on behalf of Evergreen, Washington Gaming, Inc.
(“Washington
Gaming”), and certain of their affiliates in the United States Bankruptcy
Court for the Western District of Washington (the “U.S.
Court”).  Pursuant to an order dated July 3, 2009, the
Canadian Court appointed Grant Thornton Limited to serve as receiver (the “Receiver”) for
certain of the Washington subsidiaries of Washington Gaming, Inc. (collectively,
the “Washington
Subsidiaries”),2 and
terminated Deloitte’s role as the monitor for the Washington
Subsidiaries.  On July 6, 2009, the U.S. Court entered orders
(a) recognizing the CCAA Proceeding as a foreign main proceeding under
section 1515 of the U.S. Bankruptcy Code, (b) recognizing the Receiver as
the foreign representative of the Washington Subsidiaries, and
(c) retaining Deloitte as foreign representative of Evergreen and
Washington Gaming (the “U.S. Recognition
Order”).  Since entry of the U.S. Recognition Order, the
Receiver has been operating the businesses of the Washington
Subsidiaries.

       

        
          

        

      

      1 The
debtors are Big Nevada, Inc. (tax ID x____), Gameco, Inc. (tax ID x____), Gaming
Consultants, Inc. (tax ID x____), Gaming Management, Inc. (tax ID x____), Golden
Nugget Tukwila, Inc. (tax ID x____), Hollydrift Gaming, Inc. (tax ID x____),
Little Nevada, Inc. (tax ID x____), Little Nevada II, Inc. (tax ID x____),
Little Nevada III, Inc. (tax ID x____), Mill Creek Gaming, Inc. (tax ID x____),
Royal Casino Holdings, Inc. (tax ID x____), Shoreline Gaming, Inc. (tax ID
x____), Shoreline Holdings, Inc. (tax ID x____), Silver Dollar Mill Creek, Inc.
(tax ID x____), and Snohomish Gaming, Inc. (tax ID x____).  Each
debtor is a corporation organized under the laws of the State of
Washington.  [No debtor has used any other name within the last eight
years.]

      2 Since
the chapter 15 cases of Evergreen and Washington Gaming are closed, the debtors
are all Washington Subsidiaries.  The “Washington Subsidiaries” do not
include Mountlake Gaming, Inc. and Riverside Casino, Inc., both of which are
direct or indirect subsidiaries of Washington Gaming.

       

      
        
          
            
              
                	
                        NOTICE
      OF SALE MOTION - 1

                        (09-13569)

                        DWT
      13623330v3 0090149-000001

                      	
                        Davis Wright Tremaine
      LLP

                        Law Offices

                        Suite
      2200  ž  1201
      Third Avenue

                        Seattle,
      Washington  98101-3045

                        (206) 622-3150 ž  Fax: (206)
      757-7700

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.  Asset Purchase Agreement
with Nevada Gold.  On or about April ___, 2010, the Receiver
entered into an Asset Purchase Agreement (the “Purchase Agreement”)
with NG Washington II, LLC (“Nevada
Gold”).  Subject to the approval by the Canadian Court in the
CCAA Proceeding and the U.S. Court in these chapter 15 cases, the Purchase
Agreement provides for the sale of substantially all of the assets of the
Washington Subsidiaries to Nevada Gold.

       

      3.  Procedures
Order.  On or about April __, 2010, the Receiver filed a Motion
For Order (1) Approving Form Of Purchase Agreement, (2) Approving
Procedures For Sale Of Debtors’ Assets, (3) Establishing Assumption And
Assignment Procedures, (4) Approving Notice Procedures And Forms Of Notice,
And (5) Granting Other Relief.  On April ___, 2010, the U.S.
Court entered its Order (1) Approving Form Of Purchase Agreement,
(2) Approving Procedures For Sale Of Debtors’ Assets, (3) Establishing
Assumption And Assignment Procedures, (4) Approving Notice Procedures And
Forms Of Notice, And (5) Granting Other Relief (the “Procedures
Order”).  A copy of the Procedures Order is attached hereto as
Exhibit A.  Pursuant to the Procedures Order, the Receiver is
authorized to accept qualified bids for the purchase of the assets of the
Washington Subsidiaries.  All bids must comply with the Procedures
Order and be submitted so as to be received by counsel for the Receiver by no
later than _____________________________, 2010.

       

      4.  Motion to Sell the Assets of
the Washington Subsidiaries Free and Clear of Interests and for Other
Relief. Pursuant to the
Procedures Order, the Receiver has filed with the U.S. Court a Motion For Order
(1) Authorizing Sale Of Assets Free And Clear Of Interests,
(2) Authorizing The Assumption And Assignment Of Contracts And Leases,
(3) Waiving Any Temporary Stay Of Relief, And (4) Granting Other
Relief (the “Sale
Motion”).  The Sale Motion, if granted, would:

       

      
        	
                 
      

              	
                (i)

              	
                authorize
      the Receiver to sell substantially all of the assets of the Washington
      Subsidiaries out of the ordinary course of business pursuant to section
      363 of the Bankruptcy Code, including pursuant to a Purchase Agreement
      attached to the Sale Motion;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                authorize
      the Receiver to assume and assign various executory contracts and
      unexpired leases that are the property of the Washington
      Subsidiaries;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                waive
      any temporary stay of relief under Bankruptcy Rules 6004(h), 6006(d), and
      any other applicable Bankruptcy Rules with respect to the relief sought;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                grant
      other relief identified in the Sale
Motion.

              


      

       

      The
assets sold include personally-identifiable information, [consistent with
existing policies regarding the transfer of such information].  The
U.S. Court has ordered the appointment of a consumer privacy ombudsman who may
provide the U.S. Court with information to assist the U.S. Court in its
consideration of the facts, circumstances, and conditions of the proposed
sale.

      


      4.  Hearing On The Sale
Motion.  The U.S. Court has scheduled a hearing on the Sale
Motion on ______________________, 2010 at _________ a.m. (prevailing Pacific
Time) before the Honorable Samuel J. Steiner, United States Courthouse, 700
Stewart Street, Room 8206, Seattle, WA 98101 (the “Hearing”).

       

      5.  Objections To The
Motion.  Any party in interest wishing to submit a response or
objection to the Sale Motion must do so pursuant to the U.S. Bankruptcy Code and
the Local and Federal Rules of Bankruptcy Procedure.  Such response or
objection must be in writing and must set forth the basis of the objection and
the nature and extent of the respondent’s interests in the estates of the
Washington Subsidiaries.  Such response or objection must be filed
with the Office of the Clerk of the United States Bankruptcy Court for the
Western District of Washington, United States Courthouse, 700 Stewart Street,
Seattle, WA 98101, U.S.A., and served on the attorneys for the Receiver, Davis
Wright Tremaine LLP, 1201 Third Avenue, Suite 2200, Seattle, Washington 98101,
U.S.A., attention Ragan L. Powers and Hugh R. McCullough, so as to be received
by them no later than 4:00 p.m. (prevailing Pacific
Time) on _____________, 2010.

       

      All
parties in interest opposed to the Sale Motion must file and serve a written
objection and appear at the Hearing at the time and place set forth above to
have their objection heard. If no response or
objection is timely filed and served as provided above, the U.S. Court may grant
the Sale Motion without further notice or hearing.  Any person that
does not file a timely objection shall be deemed to consent to the Sale Motion
and all relief requested therein, and the failure to file a timely objection
shall be a bar to the assertion, at the Hearing or thereafter, of any objection
to the Sale Motion or the transactions described therein and contemplated
thereby.

       

      
        
          	
                  NOTICE
      OF SALE MOTION - 2

                  (09-13569)

                  DWT
      13623330v3 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      This
notice provides only a partial summary of the relief sought in the Sale Motion
and the terms of the proposed sale.  Copies of the Sale Motion, the
Procedures Order, and related documents will be made available upon request to
the office of the Receiver’s counsel, Davis Wright Tremaine LLP, 1201 Third
Avenue, Suite 2200, Seattle, Washington 98101 U.S.A., attention Matthew
Teagarden.

       

      
        
          	
                  Dated:  _____________,
      2010.

                	
                  Davis
      Wright Tremaine LLP

                
	
                                  Seattle,
      Washington

                	 
      


        

      

       

      
        
          
            	 
      	
                    By

                  	 
      
	 
      	 
      	
                    Ragan
      L. Powers, WSBA #11935

                  
	 
      	 
      	
                    C.
      Keith Allred, WSBA #6566

                  
	 
      	 
      	
                    Hugh
      R. McCullough, WSBA #41453

                  
	 
      	 
      	
                    1201
      Third Avenue, Suite 2200

                  
	 
      	 
      	
                    Seattle,
      Washington 98101

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Attorneys
      for Grant Thornton
Limited

                  


          

        

      

       

      
        
          	
                  NOTICE
      OF SALE MOTION - 3

                  (09-13569)

                  DWT
      13623330v3 0090149-000001

                	
                  Davis Wright Tremaine
      LLP

                  Law Offices

                  Suite
      2200  ž  1201
      Third Avenue

                  Seattle,
      Washington  98101-3045

                  (206) 622-3150 ž  Fax: (206)
      757-7700

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule
9.7(e)

    


    Employees
with Retention Bonuses

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Last
      Name

                                	 	
                                  First
      Name

                                	 	
                                  Amount

                                	 
	
                                  Francis

                                	 	
                                  Christy

                                	 	$	10,000.00	 
	
                                  Clark

                                	 	
                                  Randy

                                	 	$	10,000.00	 
	
                                  Linnevers

                                	 	
                                  Mark

                                	 	$	10,000.00	 
	
                                  McCarthy

                                	 	
                                  Mike

                                	 	$	10,000.00	 
	
                                  Patterson

                                	 	
                                  Matt

                                	 	$	2,000.00	 
	
                                  Herrmann

                                	 	
                                  Robert

                                	 	$	1,500.00	 
	
                                  Dirks

                                	 	
                                  Kathy

                                	 	$	5,000.00	 
	
                                  Aman

                                	 	
                                  Khristie

                                	 	$	10,000.00	 
	
                                  Webb

                                	 	
                                  Ann

                                	 	$	10,000.00	 
	 
      	 	 
      	 	 	 	 
	 
      	 	
                                  Total       
      

                                	 	$	68,500.00	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
9.13(a)

    


    Assigned
Marks

     

    
      
        
          	
                  Trademarks Registered in Washington
      State

                	 
      	
                  Reg. No.

                
	 
      	 
      	 
      
	
                  CLUB
      HOLLYWOOD CASINO

                	 
      	
                  51666

                
	
                  CLUB
      BC’S

                	 
      	
                  51615

                
	
                  SILVER
      DOLLAR CASINO

                	 
      	
                  50959

                
	
                  GOLDEN
      NUGGET CASINO

                	 
      	
                  50960

                
	
                  WASHINGTON
      PLAYERS CLUB

                	
                    

                	
                  50928

                


        

      

    

     

    
      
        	
                Possible Common Law
    Trademarks

              	 
      	
                Associated Company

              
	
                SHI-GOW

              	 
      	
                GAMECO
      INC.

              
	
                SOMETHING’S
      WILD POKER

              	 
      	
                GAMECO
      INC.

              
	 
      	 
      	 
      
	
                SAP-SAM

              	 
      	
                GAMING
      CONSULTANTS, INC.

              
	
                CRAZY
      8’S BLACKJACK

              	 
      	
                GAMING
      CONSULTANTS, INC.

              
	
                JACKS
      OR BETTER

              	 
      	
                GAMING
      CONSULTANTS, INC.

              
	 
      	 
      	 
      
	
                CLUB
      HOLLYWOOD CASINO

              	 
      	 
      
	
                CLUB
      BC’S

              	 
      	 
      
	
                SILVER
      DOLLAR CASINO

              	 
      	 
      
	
                GOLDEN
      NUGGET CASINO

              	 
      	 
      
	
                WASHINGTON
      PLAYERS CLUB

              	
                  

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
9.13(b)

    


    Washington
State Trade Names

     

    Trade Names Registered In
Washington State

    


    
      	
              Registered Trade Names

            	 
      	
              Owner

            
	 
      	 
      	 
      
	
              B.C.
      MACDONALDS

            	 
      	
              SILVER
      DOLLAR MILL CREEK, INC.

            
	
              BAYOU
      BISTRO

            	 
      	
              SILVER
      DOLLAR MILL CREEK, INC.

            
	
              CLUB
      BC’S

            	 
      	
              SILVER
      DOLLAR MILL CREEK, INC.

            
	
              GOLDEN
      NUGGET CASINO

            	 
      	
              SILVER
      DOLLAR MILL CREEK, INC.

            
	
              THE
      SILVER DOLLAR CASINO – MILL CREEK

            	 
      	
              SILVER
      DOLLAR MILL CREEK, INC.

            
	 
      	 
      	 
      
	
              IMPERIAL
      BINGO DELI

            	 
      	
              GAMING
      CONSULTANTS, INC.

            
	 
      	 
      	 
      
	
              ROYAL
      CASINO

            	 
      	
              ROYAL
      CASINO HOLDINGS, INC.

            
	 
      	 
      	 
      
	
              GOLDEN
      NUGGET

            	 
      	
              GOLDEN
      NUGGET TUKWILA, INC.

            
	
              GOLDEN
      NUGGET CASINO

            	 
      	
              GOLDEN
      NUGGET TUKWILA, INC.

            
	 
      	 
      	 
      
	
              GOLDEN
      NUGGET CASINO MOUNTLAKE TERRACE

            	 
      	
              LITTLE
      NEVADA II, INC.

            
	
              THE
      SILVER DOLLAR CASINO

            	 
      	
              LITTLE
      NEVADA II, INC.

            
	 
      	 
      	 
      
	
              JD’S
      WILD WEST SALOON

            	 
      	
              LITTLE
      NEVADA III, INC.

            
	
              SILVER
      DOLLAR CASINO

            	 
      	
              LITTLE
      NEVADA III, INC.

            
	 
      	 
      	 
      
	
              IMPERIAL
      CASINO

            	 
      	
              LITTLE
      NEVADA, INC.

            
	
              SILVER
      DOLLAR CASINO

            	 
      	
              LITTLE
      NEVADA, INC.

            
	
              SILVER
      DOLLAR CASINO - RENTON

            	 
      	
              LITTLE
      NEVADA, INC.

            
	
              SILVER
      DOLLAR SALOON

            	 
      	
              LITTLE
      NEVADA, INC.

            
	 
      	 
      	 
      
	
              GOLDEN
      NUGGET CASINO SEATAC

            	 
      	
              BIG
      NEVADA, INC.

            
	
              SILVER
      DOLLAR CASINO & RESTAURANT – SEA TAC

            	 
      	
              BIG
      NEVADA, INC.

            
	
              SILVER
      DOLLAR RESTAURANT AND CASINO

            	 
      	
              BIG
      NEVADA, INC.

            
	 
      	 
      	 
      
	
              CLUB
      HOLLYWOOD CASINO

            	 
      	
              HOLLYDRIFT
      GAMING, INC.

            
	
              HOLLYWOOD
      CASINO

            	
                

            	
              HOLLYDRIFT
      GAMING, INC.