Exhibit 10.32


 




 





PREFERRED PURCHASE
AGREEMENT


 


by and among


 


CROWN LIMITED,


 


CROWN CCR GROUP
INVESTMENTS ONE, LLC,


 


CROWN CCR GROUP
INVESTMENTS TWO, LLC,


 


MILLENNIUM GAMING,
INC.,


 


OCM HOLDCO, LLC


 


and


 


CANNERY CASINO
RESORTS, LLC


 


Dated as of March 12,
2009


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  
	
   

  	
   

  
	
  Definitions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
   

  	
   

  
	
  Sale and
  Purchase of Series B Preferred Units

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Sale and Purchase of
  Series B Preferred Units

  	
  9

  
	
  2.2.

  	
  Consideration

  	
  9

  
	
  2.3.

  	
  Closing Deliveries of
  CCR

  	
  9

  
	
  2.4.

  	
  Closing Deliveries of
  the Purchasers and the Parent

  	
  10

  
	
  2.5.

  	
  Purchase Notice

  	
  10

  
	
  2.6.

  	
  Closing Date Escrow
  Release

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
   

  	
   

  
	
  Closing

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Closing

  	
  10

  
	
  3.2.

  	
  Closing Date

  	
  11

  
	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
   

  	
   

  
	
  Representations and Warranties Regarding the Current
  Equityholders

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Current Equityholder
  Organization and Good Standing

  	
  11

  
	
  4.2.

  	
  Current Equityholder
  Authority; Enforceability

  	
  11

  
	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
   

  	
   

  
	
  Representations
  and Warranties Regarding the Companies

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Company Organization
  and Good Standing

  	
  11

  
	
  5.2.

  	
  CCR Authority;
  Enforceability

  	
  12

  
	
  5.3.

  	
  Capitalization; Valid
  Issuance

  	
  12

  
	
  5.4.

  	
  Consents and Approvals

  	
  13

  
	
  5.5.

  	
  No Violations

  	
  13

  
	
  5.6.

  	
  Governmental Authorizations;
  Compliance with Laws

  	
  13

  



 


i

















 


	
   

  	
  ARTICLE 6

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Representations
  and Warranties Regarding the Purchasers and the Parent

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Purchaser and Parent
  Organization and Good Standing

  	
  14

  
	
  6.2.

  	
  Purchaser and Parent
  Authority; Enforceability

  	
  14

  
	
  6.3.

  	
  Consents and Approvals

  	
  14

  
	
  6.4.

  	
  No Violations

  	
  15

  
	
  6.5.

  	
  Securities Act

  	
  15

  
	
  6.6.

  	
  Investor Status

  	
  15

  
	
  6.7.

  	
  Securities Not
  Registered

  	
  15

  
	
  6.8.

  	
  Tax Matters

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  
	
   

  	
   

  
	
  Covenants of the
  Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Cooperation

  	
  16

  
	
  7.2.

  	
  No Alternative
  Transactions

  	
  17

  
	
  7.3.

  	
  Guarantee

  	
  18

  
	
  7.4.

  	
  Use of Proceeds

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
   

  	
   

  
	
  Conditions to
  Closing

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  Conditions to the
  Obligations of All Parties

  	
  19

  
	
  8.2.

  	
  Conditions to the
  Obligations of the Purchasers and the Parent

  	
  19

  
	
  8.3.

  	
  Conditions to the
  Obligations of CCR

  	
  20

  
	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
   

  	
   

  
	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Termination

  	
  20

  
	
  9.2.

  	
  Effect of Termination

  	
  21

  
	
  9.3.

  	
  Gaming Approvals

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
   

  	
   

  
	
  General

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Entire Agreement

  	
  23

  
	
  10.2.

  	
  No Third Party Rights
  or Obligations

  	
  23

  
	
  10.3.

  	
  Counterparts

  	
  23

  
	
  10.4.

  	
  Headings

  	
  23

  
	
  10.5.

  	
  Applicable Law

  	
  23

  
	
  10.6.

  	
  Enforcement

  	
  24

  



 


ii

















 


	
  10.7.

  	
  Waiver of Jury Trial

  	
  24

  
	
  10.8.

  	
  Waiver of Conditions

  	
  24

  
	
  10.9.

  	
  Transaction Expenses

  	
  24

  
	
  10.10.

  	
  Construction

  	
  25

  
	
  10.11.

  	
  Severability

  	
  25

  
	
  10.12.

  	
  Amendments

  	
  25

  
	
  10.13.

  	
  Assignments

  	
  25

  
	
  10.14.

  	
  Notices

  	
  25

  
	
  10.15.

  	
  Further Assurances

  	
  27

  
	
  10.16.

  	
  Confidentiality

  	
  28

  
	
  10.17.

  	
  Additional Rules of
  Construction

  	
  28

  
	
   

  	
   

  
	
  ANNEXES,
  EXHIBITS AND SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  Annexes

  	
   

  
	
   

  	
   

  	
   

  
	
  Annex I

  	
  Form of Revised
  Operating Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Capitalization

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  Title Commitment
  Exceptions

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  Schedule of Sources and
  Uses

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
  Permitted Exceptions

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 5.3

  	
  Capitalization

  	
   

  
				



 


iii

















 


PREFERRED
PURCHASE AGREEMENT


 


This PREFERRED PURCHASE AGREEMENT, dated as of  March 12,
2009 (this “Agreement”), is by and among (i) Crown Limited, an
Australian company (the “Parent”), (ii) Crown CCR Group Investments
One, LLC and Crown CCR Group Investments Two, LLC, each a Delaware limited
liability company and an indirect wholly owned subsidiary of Parent
(collectively, the “Purchasers” and each, a “Purchaser” and,
collectively with the Parent, the “Crown Parties”), (iii) Millennium
Gaming, Inc., a Nevada corporation (“Millennium”), (iv) OCM
HoldCo, LLC, a Delaware limited liability company (“HoldCo” and,
collectively with Millennium, the “Current Equityholders” and each, a “Current
Equityholder”), and (v) Cannery Casino Resorts, LLC, a Nevada limited
liability company (“CCR”).


 


RECITALS


 


WHEREAS, simultaneously with the execution and
delivery of this Agreement, CCR, the Current Equityholders, the Parent and the
Purchasers are entering into that certain Termination and Settlement Agreement,
dated of even date herewith (the “Termination and Settlement Agreement”);


 


WHEREAS, pursuant to the Termination and Settlement
Agreement and subject to the terms and conditions thereof and of this
Agreement, CCR desires to sell and issue to the Purchasers, and the Purchasers
desire to purchase from CCR 71,614 Series B Preferred Units of CCR (the “Series B
Preferred Units”), for an aggregate purchase price of $320,000,000
(including certain project costs) (Three Hundred Twenty Million Dollars) (the “Preferred
Purchase Price”);


 


WHEREAS, simultaneously with the execution and
delivery of this Agreement, CCR, the Current Equityholders and the Crown
Parties are entering into that certain Option Agreement, dated of even date
herewith (the “Option Agreement”), which, subject to the terms and conditions
set forth in the Option Agreement, grants to the Purchasers, the option to
complete the purchase of all of the direct and indirect interests of the
Current Equityholders in CCR;


 


WHEREAS, simultaneously with the execution and
delivery of this Agreement,  CCR, the
Current Equityholders, and the Purchasers are entering into that certain Escrow
Agreement, dated of even date herewith (the “Escrow Agreement”), with
the Escrow Agent party thereto, pursuant to which (a) the Purchasers, on
the date hereof, have deposited the Preferred Purchase Price into the Purchase
Price Escrow Account under the Escrow Agreement and (b) the Escrow Agent
will either (i) distribute on the Closing Date (as defined herein) the
entire Preferred Purchase Price to CCR or (ii) distribute on the End Date
(as defined herein) (A) $240,000,000 (Two Hundred Forty Million Dollars)
of the Preferred Purchase Price (the “Termination and Series A2 Fee”)
to CCR and (B) $80,000,000 (Eighty Million Dollars) of the Preferred
Purchase Price to the Purchasers, in each case, pursuant to the terms and
conditions of the Escrow Agreement and this Agreement;


 


WHEREAS, upon the closing of the transactions
contemplated by this Agreement and the distribution to CCR of the Preferred
Purchase Price from the Purchase Price Escrow 


 


1

















 


Account, the Current Equityholders and the Purchasers
will enter into the Second Amended and Restated Operating Agreement of CCR (the
“Revised Operating Agreement”), in the form attached hereto as Annex
I; and


 


WHEREAS, upon the payment of the Termination and Series A2
Fee to CCR, subject to the terms and conditions of this Agreement, CCR shall
issue to Purchasers 9,435 Series A2 Preferred Units of CCR (the “Series A2
Preferred Units”);


 


NOW, THEREFORE, in consideration of the terms,
conditions and other provisions herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE 1


 


Definitions


 


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


 


1.1.       “AAA”
has the meaning set forth in Section 9.2(f).


 


1.2.       “Action”
means any action, cause of action, complaint, petition, suit, demand, notice,
investigation, hearing, arbitration or administrative or other proceeding,
whether civil, criminal, administrative, or investigative, and whether at law
or in equity.


 


1.3.       “Affiliate”
means, with respect to a specified Person, a Person that directly or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the Person specified; provided that, for the
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
Contract, or otherwise; provided, however, that when used with
respect to the Parent or any Purchaser, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control
with”) shall require the ownership of securities or other interests having the
power to elect a majority of the Board of Directors or similar governing body
of such Person.


 


1.4.       “Agreement”
has the meaning set forth in the Preamble.


 


1.5.       “Arbitrator
Award” has the meaning set forth in Section 9.2(f).


 


1.6.       “Business”
means the gaming, racing, entertainment, hospitality and related businesses and
operations conducted by the Companies in Nevada and Pennsylvania.


 


2

















 


1.7.       “Business
Day” means any day other than a Saturday or a Sunday or a day on which
banks located in New York, New York generally are authorized or required by law
or regulation to close.


 


1.8.       “CCR”
has the meaning set forth in the Preamble.


 


1.9.       “Closing”
has the meaning set forth in Section 3.1.


 


1.10.     “Closing Date” has the meaning set forth in
Section 3.2.


 


1.11.     “Closing Dispute” means a failure of the
Closing to occur in circumstances where the Current Equityholders and CCR
assert that all of the conditions in Section 8.1 and Section 8.2
have been satisfied and that the sole reason that the Closing has failed to
occur is due to the Purchasers’ failure or refusal to deliver the Purchase
Notice to the Escrow Agent.


 


1.12.     “Code” means the Internal Revenue Code of
1986, as amended.


 


1.13.     “Companies” means, collectively, CCR and
its Subsidiaries; “Company” means, individually, any of CCR or its
Subsidiaries.


 


1.14.     “Confidentiality Agreement” has the meaning
set forth in Section 10.1.


 


1.15.     “Contract” means any agreement, lease,
license, note, mortgage, contract or other legally binding obligation, in each
case, including all modifications and amendments thereto.


 


1.16.     “Crown Parties” has the meaning set forth
in the Preamble.


 


1.17.     “Crown Payment Fund” has the meaning set
forth in Section 9.2.


 


1.18.     “Current Equityholder” and “Current
Equityholders” have the meaning set forth in the Preamble.


 


1.19.     “Current Operating Agreement” means the
Amended and Restated Operating Agreement of CCR dated September 22, 2006.


 


1.20.     “Dispute Notice” means a notice to the
Escrow Agent from the Current Equityholders of a Closing Dispute in the form
attached as Exhibit D to the Escrow Agreement.


 


1.21.     “Dispute Resolution Notice” means a joint
notice to the Escrow Agent from the Purchasers and the Current Equityholders of
the resolution of a Closing Dispute in the form attached as Exhibit E to
the Escrow Agreement or an Arbitrator Award certified by an officer of the
party submitting the Dispute Resolution Notice that the Arbitrator Award is
final and binding on the parties.


 


3

















 


1.22.     “Effect” has the meaning set forth in the
definition of “Material Adverse Effect.”


 


1.23.     “End Date” has the meaning set forth in Section 9.1(b).


 


1.24.     “Escrow Agent” has the meaning set forth in
the Escrow Agreement.


 


1.25.     “Escrow Agreement” has the meaning set
forth in the Preamble.


 


1.26.     “4.1 % Interest” means 9,435 Series A2
Preferred Units, which units shall (i) represent 4.1% of the outstanding
equity interests of CCR on a fully diluted basis, (ii) be duly authorized
and validly issued Series A2 Preferred Units of CCR and (iii) have
the rights and privileges set forth in the Revised Operating Agreement.


 


1.27.     “GAAP” means United States generally
accepted accounting principles in effect from time to time.


 


1.28.     “Gaming Approvals” has the meaning set
forth in Section 7.2(c).


 


1.29.     “Gaming Authority” means any Governmental
Entity with regulatory control, authority or jurisdiction over casino,
pari-mutuel and lottery or other gaming activities and operations, including
the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark
County Liquor and Gaming Licensing Board, the City of Las Vegas and the City of
North Las Vegas, the Pennsylvania Gaming Control Board and the Pennsylvania
Harness Racing Commission.


 


1.30.     “Gaming Laws” means all Laws pursuant to
which any Gaming Authority possesses regulatory, licensing or permit authority
over, casino and pari-mutuel, lottery or other gaming activities within the
State of Nevada or the Commonwealth of Pennsylvania, including the rules and
regulations established by any Gaming Authority.


 


1.31.     “Governing Documents” means with respect to
any particular entity, (a) if a corporation, the articles or certificate
of incorporation and the bylaws; (b) if a general partnership, the
partnership agreement and any statement of partnership; (c) if a limited
partnership, the limited partnership agreement and the certificate of limited
partnership; (d) if a limited liability company, the articles or
certificate of organization and the limited liability company agreement or
operating agreement; (e) if another type of entity, any other charter or
similar document adopted or filed in connection with the creation, formation or
organization of such entity; and (f) any amendment or supplement to any of
the foregoing.


 


1.32.     “Governmental Authorization” means any
authorization, approval, consent, finding of suitability, license, permit,
franchise, registration, exemption or similar right, approval or authorization
from any Governmental Entity (including any Gaming Authority).


 


4

















 


1.33.     “Governmental Entity” means any federal,
state or local government or any subdivision thereof, any supranational, or any
domestic or foreign federal, state or local court, tribunal (including any
arbitrator or arbitral tribunal), legislative, executive, or regulatory
authority, agency, department, commission, instrumentality or body, including any
Gaming Authority.


 


1.34.     “HoldCo” has the meaning set forth in the
Preamble.


 


1.35.     “ICDR” has the meaning set forth in Section 9.2(f).


 


1.36.     “Income Tax” means any federal, state,
local, or foreign income tax based upon or measured by net income, including
any interest, penalty, or addition thereto, whether disputed or not.


 


1.37.     “Indebtedness” means, without duplication,
any indebtedness for borrowed money, obligations evidenced by notes, bonds,
debentures or similar instruments, net obligations (positive or negative) under
any swap contract or hedging agreement and guarantees of any of the foregoing.


 


1.38.     “knowledge” means, for the purpose of Section 5.6(a),
when referring to the knowledge of any Company, the actual knowledge of William
Paulos, William Wortman, Tom Lettero, and Guy Hillyer.


 


1.39.     “Law” or “Laws” means any federal,
state, regional, local, municipal or other statute, law, code, ordinance,
Order, rule or regulation or any common law right or obligation, including
the Gaming Laws.


 


1.40.     “Liabilities” means any and all
Indebtedness, losses, liabilities, lawsuits, claims, damages, expenses,
demands, fines, costs, royalties, proceedings, deficiencies or obligations
(including those arising out of any Action, such as any settlement or compromise
thereof or judgment or award therein), of any nature, whether known or unknown,
absolute, accrued, contingent or otherwise and whether due or to become due,
and those arising under any contract, agreement, arrangement, commitment,
guarantee or undertaking.


 


1.41.     “Licensed Persons” means all Persons who
are associated or affiliated with the Parent, the Purchasers or their
Affiliates and who are, in the view of the applicable Gaming Authorities,
required to be licensed or provide information under applicable Gaming Laws in
order to consummate the transactions contemplated by this Agreement.


 


1.42.     “Liens” means all liens, assessments,
governmental charges or levies, security interests, deeds of trust, pledges,
charges, conditional sales contracts, mortgages or encumbrances.


 


1.43.     “Material Adverse Effect” means (i) any
fact, change, development, circumstance, event, effect or occurrence (an “Effect”)
that, when considered either individually or in the aggregate with all other
Effects, is materially 


 


5

















 


adverse to the business (excluding any future development
opportunities), properties, assets, liabilities, financial condition or results
of operations of the Companies, taken as a whole, (ii) any failure of CCR
to be able to deliver to the Purchasers at the Closing, free and clear of all
Liens, the Series B Preferred Units or (iii) the loss by any
Subsidiary of CCR of its non-restricted gaming license necessary to operate its
gaming Business in the State of Nevada, the loss by CCR of its finding of
suitability as a holding company of any Subsidiary holding such non-restricted
gaming license, or the loss of Washington Trotting Association, Inc.’s
Category I Slot Machine License to operate its gaming Business; provided,
however, that in no event shall any of the following, alone or in
combination, be deemed to constitute, nor shall any of the following be taken
into account in determining whether there has been, a Material Adverse Effect
under clause (i) above:  (A) an
Effect in general business, economic, political, legislative, social,
regulatory or other conditions, whether locally, nationally or internationally,
or in the financial, banking or securities markets (including changes to
interest rates, currency rates or the value of the U.S. Dollar relative to
other currencies, consumer confidence, stock, bond and/or debt prices and
trends), or any acts of war, hostilities, military action, sabotage or
terrorism (whether or not declared or undeclared) or any escalation or
worsening of any such acts of war, hostility, military action, sabotage or
terrorism; (B) any Effect resulting from the announcement of this
Agreement and the transactions contemplated hereby, or the identity of the
Parent, the Purchasers or any of their Affiliates as the acquiror of the
Companies; (C) any failure to meet projections, forecasts or revenue or
earnings predictions for any period, provided that the underlying causes of any
such failure shall not be excluded; (D) any changes in Law, GAAP or any
accounting regulation (including any proposal or adoption of any new Law or
GAAP rule or any change in the interpretation or enforcement of any
existing Law or GAAP rule); (E) any Effect in the travel, hospitality or
gaming industries generally; or (F) any taking of any action by any of the
Companies or the Current Equityholders specifically required by this Agreement
to be so taken; provided, however, that the Effects set forth in
clauses (A), (D) and (E) above may be taken into account to the extent
such Effects have a disproportionate impact on the Companies.


 


1.44.     “Millennium” has the meaning set forth in
the Preamble.


 


1.45.     “Notice Deadline” means 5:00 pm EDT, on the
Business Day immediately preceding the End Date.


 


1.46.     “Obligations” has the meaning set forth in Section 7.2(a).


 


1.47.     “Option Agreement” has
the meaning set forth in the Preamble.


 


1.48.     “Order” means any order, injunction,
judgment, decree, ruling, writ, or arbitration or judicial award.


 


1.49.     “Original Purchase Agreement” means that
certain Purchase Agreement, dated as of December 11, 2007, among the Crown
Parties, the Current Equityholders and CCR, as thereafter amended.


 


6

















 


1.50.     “Parent” has the meaning set forth in the Preamble.


 


1.51.     “Payment Percentage” has the meaning set
forth in the Escrow Agreement.


 


1.52.     “Permitted Exceptions” means (i) any
Liens for Taxes not yet due and payable or that are being contested in good
faith by appropriate proceedings and for which appropriate reserves have been
established in accordance with GAAP; (ii) mechanics’, warehousemens’,
materialmens’, contractors’, workmens’, repairmens’, carriers’ and other
similar Liens that are (a) inchoate or (b) being contested in good
faith by appropriate proceedings or with respect to which reserves there
remains a bona fide opportunity to contest and, in either case, for which
reserves have been established, where appropriate and consistent with past
practice; (iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance and
other types of social security or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return of money bonds and similar obligations
provided that such items do not appear on title; (iv) imperfections of
title that, individually or in the aggregate, do not materially and adversely
restrict or affect the value or the contemplated or current use and enjoyment
of any material property or assets of any of the Companies; (v) the title
policy and title commitment exceptions identified on Exhibit B
attached hereto; (vi) any state of facts shown or which should have been
shown on an existing ALTA survey covering any of the real property of the
Companies that has been delivered or made available to the Purchasers; (vii) all
presently existing and future Liens of water rates, water meter charges, water
frontage charges and sewer Taxes, rents and charges, if any, provided that such
items are not due and payable; (viii) any other matter or thing affecting
title to the Companies’ real property that the Purchasers shall have expressly
agreed in writing to waive; (ix) Liens disclosed on Schedule 1; (x) the dedication of approximately
2.242 acres of the Meadows Property to North Strabane Township, as set forth in
that certain Agreement of Dedication entered into as of December 29, 2008,
by and between North Strabane Township and CCR Pennsylvania Racing, Inc.;
or (xi) any other Liens (excluding any Liens for Indebtedness) that have been
incurred or suffered in the ordinary course of business consistent with past
practice and are not, individually or in the aggregate, material to the
Companies.


 


1.53.     “Person” means any individual, corporation
(including any non-profit corporation), general or limited partnership, limited
liability company, Governmental Entity, joint venture, estate, trust,
association, organization or other entity of any kind or nature.


 


1.54.     “Preferred Purchase Price” has the meaning
set forth in the Recitals.


 


1.55.     “Purchase Notice” has the meaning set forth
in the Escrow Agreement.


 


7
















 


1.56.                “Purchase Price Escrow Account”
has the meaning set forth in the Escrow Agreement.


 


1.57.                “Purchaser” and “Purchasers”
have the meanings set forth in the Preamble.


 


1.58.                “Representatives” of any Person
shall mean such Person’s directors, managers, members, officers, employees,
agents, advisors, Affiliates and representatives (including attorneys,
accountants, consultants, financial advisors, financing sources and any
representatives of such advisors or financing sources).


 


1.59.                “Restraint” has the meaning set
forth in Section 8.1(b).


 


1.60.                “Revised Operating Agreement”
has the meaning set forth in the Preamble.


 


1.61.                “Securities Act” has the meaning
set forth in Section 6.6.


 


1.62.                “Series A2 Preferred Units”
has the meaning set forth in the Recitals.


 


1.63.                “Series B Preferred Units”
has the meaning set forth in the Recitals.


 


1.64.                “Subsidiary” means, with respect
to any Person, any corporation or other entity of which such Person has,
directly or indirectly, (a) ownership of securities or other interests
having the power to elect a majority of the Board of Directors or similar
governing body of such corporation or other entity or (b) the power to
direct the business and policies of that corporation or other entity.


 


1.65.                “Tax Authority” means any
Governmental Entity or any subdivision, agency, commission or authority
thereof, or any quasi-governmental or private body having jurisdiction over the
assessment, determination, collection or imposition of any Tax.


 


1.66.                “Tax Returns” means any report,
return, election, document, estimated tax filing, declaration or other filing
required to be provided to any Tax Authority or jurisdiction with respect to
Taxes, including any amendments thereto.


 


1.67.                “Taxes” means all taxes,
assessments, charges, duties, fees, levies, imposts or other governmental
charges, including Income Taxes, all federal, state, local, municipal, county,
foreign and other franchise, profits, capital gains, capital stock, capital
structure, transfer, gross receipts, sales, use, transfer, service, occupation,
ad valorem, property, excise, severance, windfall profits, premium, stamp,
license, payroll, employment, social security, unemployment, disability,
environmental (including taxes under Code Section 59A), alternative
minimum, add-on, value-added, withholding and other taxes of any kind
whatsoever (whether payable directly or by withholding and whether or not
requiring the filing of a Tax Return), and all estimated 


 


8

















 


taxes, deficiency assessments, additions to tax, and additional amounts
imposed by any governmental authority (domestic or foreign) with respect to a
Tax, and penalties and interest thereon.


 


1.68.                “Termination and Settlement
Agreement” has the meaning set forth in the Recitals.


 


1.69.                “Termination and Series A2 Fee”
has the meaning set forth in the Recitals.


 


1.70.                “Transaction Documents” means,
collectively, the Termination and Settlement Agreement, this Agreement, the
Option Agreement and the Escrow Agreement.


 


ARTICLE 2


 


Sale and
Purchase of Series B Preferred Units


 


2.1.                              Sale and Purchase of Series B
Preferred Units.  Upon the terms and
subject to the conditions set forth in this Agreement, on the Closing Date, CCR
shall issue and sell to each Purchaser, and each Purchaser shall purchase from
CCR and subscribe for, 35,807 Series B Preferred Units, for a total of
71,614 Series B Preferred Units, in each case, free and clear of all Liens
(other than Liens created by the Purchasers). 
The terms, limitations and relative rights and preferences of the Series B
Preferred Units shall be as set forth in the Revised Operating Agreement.


 


2.2.                              Consideration.


 


(a)                                  Subject
to the provisions of Section 9.2(a), the aggregate consideration
for the Series B Preferred Units, payable at the Closing, shall be an
amount in cash equal to the Preferred Purchase Price.


 


(b)                                 Upon
execution and delivery of the Transaction Documents by all parties thereto
prior to or on the date hereof, each Purchaser shall deposit with the Escrow
Agent, by wire transfer of immediately available funds, an amount in cash equal
to 50% of the Preferred Purchase Price. 
The Preferred Purchase Price shall be maintained and released subject to
and in accordance with the terms of the Escrow Agreement.


 


2.3.                              Closing Deliveries of
CCR.  At the Closing, CCR and the
Current Equityholders shall deliver, or cause to be delivered, to the
Purchasers the following (in addition to any other documents required to be
delivered to the Purchasers by or on behalf of CCR or the Current Equityholders
pursuant to any other provisions of this Agreement):


 


(a)                                  a
certificate duly executed by CCR, dated as of the Closing Date, certifying as
to the satisfaction of the conditions in Section 8.2(a) and Section 8.2(b);


 


(b)                                 for
each Purchaser, certificates representing the Series B Preferred Units
purchased by such Purchaser;


 


9

















 


(c)                                  counterpart
originals of the Revised Operating Agreement, duly executed by the Current
Equityholders; and


 


(d)                                 such
other instruments, assignments, waivers, consents or other documents as the
Purchasers or the Parent may reasonably request to evidence the satisfaction of
all conditions precedent set forth in Article 8 or to consummate
the transactions contemplated by this Agreement.


 


2.4.                              Closing Deliveries of
the Purchasers and the Parent.  At
the Closing, the Parent shall deliver, or cause the Purchasers to deliver, as
applicable, to CCR and the Current Equityholders each of the following (in
addition to any other documents required to be delivered to CCR and the Current
Equityholders by or on behalf of the Parent or the Purchasers pursuant to any
other provisions of this Agreement):


 


(a)                                  a
certificate duly executed by each Purchaser, dated as of the Closing Date,
certifying as to the satisfaction of the conditions in Section 8.3(a) and
Section 8.3(b);


 


(b)                                 counterpart
originals of the Revised Operating Agreement, duly executed by the Purchasers;
and


 


(c)                                  such
other instruments, assignments, waivers, consents or other documents as CCR may
reasonably request to evidence the satisfaction of all conditions precedent set
forth in Article 8 or to consummate the transactions contemplated
by this Agreement.


 


2.5.                              Purchase Notice.  If all Gaming Approvals required to be
obtained prior to the Closing to consummate the transactions contemplated by
this Agreement have been obtained, the Purchasers and the Current Equityholders
shall jointly deliver to the Escrow Agent no later than two (2) Business
Days prior to the anticipated Closing Date the Purchase Notice instructing the
Escrow Agent to distribute the Preferred Purchase Price to CCR.


 


2.6.                              Closing Date Escrow
Release.  On the Closing Date, the
Escrow Agent shall distribute the Preferred Purchase Price to CCR by wire
transfer of immediately available funds to the “Distribution Account” set forth
adjacent to CCR’s name on Exhibit A to the Escrow Agreement.


 


ARTICLE 3


 


Closing


 


3.1.                              Closing.  The closing of the sale and purchase of the Series B
Preferred Units and the other transactions contemplated by this Agreement (the “Closing”)
shall take place at the offices of Munger, Tolles & Olson LLP, Los
Angeles, California at 10:00 a.m. local time (or such other time, place
and date as the Purchasers and CCR may mutually agree) as soon as practicable,
but no later than two (2) Business Days after the first date on which all
the conditions to Closing (other than those conditions that by their nature are
to be satisfied at the Closing, but subject to the fulfillment or waiver of
those conditions) shall have been satisfied or waived.


 


10

















 


3.2.                              Closing Date.  The date on which the Closing occurs is
referred to as the “Closing Date”.


 


ARTICLE 4


 


Representations
and Warranties Regarding the Current Equityholders


 


Each Current Equityholder, severally and not jointly,
hereby represents and warrants to the Parent and the Purchasers as follows in
respect of such Current Equityholder:


 


4.1.                              Current Equityholder
Organization and Good Standing.  The
Current Equityholder is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization (except where such
concepts are not applicable), except for failures to be in good standing that,
individually or in the aggregate, are not material to its ability to perform
its obligations hereunder or under any of the other Transaction Documents to
which it is a party and are not reasonably likely to prohibit or materially
restrict or delay its performance of this Agreement or any of such other
Transaction Documents.


 


4.2.                              Current Equityholder
Authority; Enforceability.  The
Current Equityholder has the requisite power and authority to execute, deliver
and perform its obligations under this Agreement and the other Transaction
Documents to which it is a party, and to consummate the transactions
contemplated hereby and thereby.  The
execution, delivery, and performance of this Agreement and such other
Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby, have been duly and validly authorized by all necessary
action on the part of the Current Equityholder, and no other company action on
the part of the Current Equityholder or any of its members or shareholders is
necessary to authorize the execution, delivery and performance of this
Agreement and such other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby. 
This Agreement and such other Transaction Documents, when duly executed
by the other parties hereto and thereto, will constitute legally valid and
binding obligations of the Current Equityholder enforceable against it in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally and to general principles of equity.


 


ARTICLE 5


 


Representations
and Warranties Regarding the Companies


 


Except as set forth in the Schedules attached hereto
(provided that a listing of an item in one Schedule shall be deemed to be a
listing in each other Schedule to which such item relates only to the extent
that it is reasonably apparent from a reading of such disclosure that it also
qualifies or applies to another section), CCR hereby represents and warrants to
the Parent and the Purchasers as follows:


 


5.1.                              Company Organization
and Good Standing.  Each Company (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization (except where such concepts are not
applicable), (b) has all requisite power and


 


11

















 


authority to own, operate and lease its properties and assets and to
carry on its business as now conducted and (c) is duly qualified or
licensed to transact business and is in good standing in each state or
jurisdiction in which the ownership, operation or leasing of its property or
the conduct of its business requires such qualification or license, except
where the failure to so qualify or be licensed would not have a Material
Adverse Effect.


 


5.2.                              CCR Authority;
Enforceability.  CCR has the
requisite power and authority to execute, deliver and perform its obligations
under this Agreement and the other Transaction Documents to which it is a
party, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance of
this Agreement and such other Transaction Documents, and the consummation of
the transactions contemplated hereby and thereby, have been duly and validly
authorized by all necessary action on the part of CCR, and no other company
action on the part of CCR or any of its members or shareholders is necessary to
authorize the execution, delivery and performance of this Agreement and such  other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby.  This Agreement and such other Transaction
Documents, when duly executed by the other parties hereto and thereto, will
constitute legally valid and binding obligations of CCR enforceable against it
in accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally and to general principles of equity.


 


5.3.                              Capitalization; Valid
Issuance.


 


(a)                                  Exhibit A
to this Agreement contains a complete and accurate description of the ownership
structure of the Companies (including the identity and percentage ownership of
each Company and each other member, partner or other owner).  The Companies do not have any other
Subsidiaries or own any stock of, or any equity participation in, any Person,
except as set forth on Exhibit A to this Agreement.  Each Company and each other member, partner
or other owner, as applicable, is the owner of all right, title and interest
(record and beneficial) in and to the issued and outstanding equity interests
of the Companies as set forth on Exhibit A to this Agreement, free
and clear of all Liens, other than Permitted Exceptions.  No Company and no other member, partner or
other owner, as applicable, owns any right, title or interest (record or
beneficial) to any other equity interests of the Companies.  The equity interests of each Company as set
forth on Exhibit A to this Agreement constitute all of the issued
and outstanding equity interests of such Company.  All of the issued and outstanding equity
interests of each Company have been duly authorized and are validly issued,
fully paid (if applicable) and nonassessable (if applicable) and none of them
has been issued in violation of preemptive or similar rights.  There are no declared or accrued but unpaid
dividends or distributions with regard to any issued and outstanding equity
interests of any Company, other than distributions by CCR to the Current
Equityholders for payment of Taxes in accordance with the Governing Documents
of CCR.


 


(b)                                 Except
as set forth on Schedule 5.3, (i) there are no equity interests in any
Company reserved for issuance or subject to preemptive rights or any
outstanding subscriptions, options, warrants, calls, rights, agreements,
obligations, convertible, exercisable or exchangeable securities, or other
commitments, contingent or otherwise, relating to equity interests in any of
the Companies, (ii) there are no outstanding or authorized membership
interests, stock appreciation, phantom stock, profit participation, or similar
rights for which any Company has


 


12

















 


any Liability, and there are no issued and outstanding bonds, indentures,
notes or other Indebtedness having the right to vote (or convertible into,
exchangeable or exercisable for, or creating the right to subscribe for or
acquire securities that have the right to vote) on any matters on which owners
or members of any Company may vote, and (iii) there are no shareholder
agreements, proxies, voting trusts or other agreements or understandings to
which any Company is a party or by which any Company is bound relating to the
voting or registration of any equity interests of a Company or preemptive
rights with respect thereto.


 


(c)                                  The
Series B Preferred Units being purchased by the Purchasers pursuant to
this Agreement will, upon issuance pursuant to the terms of this Agreement, (i) be
duly authorized and validly issued Series B Preferred Units of CCR, (ii) have
the rights and privileges set forth in the Revised Operating Agreement and (iii) constitute
24.5% of the outstanding equity interests in CCR on an as-converted,
fully-diluted basis as of the Closing Date.


 


5.4.                              Consents and Approvals.  No material consent, approval, order or
authorization of any third party that is not a Governmental Entity is required
for the execution, delivery and performance of this Agreement by CCR.  Except for the Gaming Approvals, no notices, reports,
registrations or other filings are required to be made by any of the Companies
with, nor are any consents, approvals or Governmental Authorizations required
to be obtained by any of the Companies from, any Governmental Entity in
connection with the execution, delivery and performance of this Agreement or,
at the time of their execution, the other Transaction Documents by CCR, in each
case except for those the failure of which to make or obtain, individually or
in the aggregate, are not material to its ability to perform its obligations
hereunder or thereunder and are not reasonably likely to prohibit or materially
restrict or delay the consummation of the transactions contemplated hereby or
thereby.


 


5.5.                              No Violations.  The execution and delivery of this Agreement
and the other Transaction Documents by CCR does not, and the consummation by
CCR of the transactions contemplated hereby and thereby will not (a) violate,
breach, conflict with or contravene any provision of the Governing Documents of
CCR or (b) assuming all notices, reports, registrations, filings,
consents, approvals and other Governmental Authorizations contemplated by Section 5.4
having been made or obtained, as applicable, violate, breach, contravene or
conflict with any applicable Law, other than such violations that would be
immaterial or would not have a Material Adverse Effect.


 


5.6.                              Governmental
Authorizations; Compliance with Laws.


 


(a)                                  To
the Companies’ knowledge, the Companies have obtained and maintain in full
force and effect all material Governmental Authorizations required to
substantially conduct the Business of the Companies as it is presently being
conducted, and for the lawful ownership, leasing, use and operation of their
respective properties and assets, in each case, except for such Governmental
Authorizations the failure to have, obtain or maintain are not material to the
ability of CCR to perform its obligations hereunder and are not reasonably
likely to prohibit or materially restrict or delay the consummation of the
transactions contemplated hereby.  To the
Companies’ knowledge, there has occurred no material violation of or default
under any such Governmental Authorization. 
To the Companies’ knowledge, none of the Companies has received a
currently effective written notice, or has knowledge of any other


 


13

















 


notice, indicating that any such Governmental Authorizations will be
revoked or will not be renewed or will only be renewed in a manner that would
prohibit or materially restrict the Companies from conducting their material
operations in the ordinary course of business consistent with past practice.


 


(b)                                 To
the Companies’ knowledge, each of the Companies is in compliance in all
material respects with all Laws and Orders applicable to the Business.


 


ARTICLE 6


 


Representations
and Warranties Regarding the Purchasers and the Parent


 


Each of the Purchasers
and the Parent, jointly and severally, hereby represents and warrants to CCR as
follows:


 


6.1.                              Purchaser and Parent Organization
and Good Standing.  Each of the
Purchasers and the Parent (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization (except
where such concepts are not applicable), (b) has all requisite power and
authority to own, operate and lease its properties and assets and to carry on
its business as now conducted and (c) is duly qualified or licensed to
transact business and is in good standing in each state or jurisdiction in
which the ownership, operation or leasing of its property or the conduct of its
business requires such qualification or license, except for failures to so
qualify or be licensed or in good standing that, individually or in the
aggregate, are not material to its ability to perform its obligations hereunder
and are not reasonably likely to prohibit or materially restrict or delay its
performance of this Agreement or any of such other Transaction Documents.


 


6.2.                              Purchaser and Parent
Authority; Enforceability.  Each of
the Purchasers and the Parent has the requisite power and authority to execute,
deliver and perform its obligations under this Agreement and the other
Transaction Documents to which it is a party, and to consummate the
transactions contemplated hereby and thereby. 
The execution, delivery and performance of this Agreement and such other
Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby, have been duly and validly authorized by all necessary
action on the part of the Purchasers or the Parent, as applicable, and no other
company action on the part of the Parent or any of its shareholders is
necessary to authorize the execution, delivery and performance of this
Agreement and such other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby. 
This Agreement and such other Transaction Documents, when duly executed
by the other parties hereto and thereto, will constitute legally valid and
binding obligations of the Purchasers or the Parent, as applicable, enforceable
against it in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally and to general principles of equity.


 


6.3.                              Consents and Approvals.  No material consent, approval, order or
authorization of any third party that is not a Governmental Entity is required
for the execution, delivery and performance of this Agreement by the Purchasers
or the Parent.  Except for the Gaming
Approvals,  no notices, reports, registrations or
other filings are required to be made by


 


14

















 


the Purchasers or the Parent with, nor are any consents, approvals or
Governmental Authorizations required to be obtained by the Purchasers or the
Parent from, any Governmental Entity in connection with the execution, delivery
and performance of this Agreement or, at the time of their execution, the other
Transaction Documents by the Purchasers or the Parent, in each case except for
those the failure of which to make or obtain, individually or in the aggregate,
are not material to its ability to perform its obligations hereunder or under
any of the other Transaction Documents to which it is a party and are not
reasonably likely to prohibit or materially restrict or delay its performance
of this Agreement.


 


6.4.                              No Violations.  The execution and delivery of this Agreement
and the other Transaction Documents by the Parent or any Purchaser do not, and
the consummation by the Parent or any Purchaser of the transactions
contemplated hereby and thereby will not (a) violate, breach, conflict
with or contravene any provision of its Governing Documents or (b) assuming
all notices, reports, registrations, filings, consents, approvals and other
Governmental Authorizations contemplated by Section 6.3 having been
made or obtained, as applicable, violate, breach, contravene or conflict with
any applicable Law, other than such violations which, individually or in the aggregate,
are not material to its ability to perform its obligations hereunder and are
not reasonably likely to prohibit or materially restrict or delay the
consummation of the transactions contemplated hereby.


 


6.5.                              Securities Act.  The Purchasers are acquiring the Series B
Preferred Units for their own account and not with a view to their distribution
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the “Securities Act”), in any manner that would be in violation
of the Securities Act.  Neither of the
Purchasers has, directly or indirectly, offered the Series B Preferred
Units to anyone or solicited any offer to buy the Series B Preferred Units
from anyone, so as to bring the offer and sale of the Series B Preferred
Units within the registration requirements of the Securities Act.  Neither of the Purchasers will sell, convey,
transfer or offer for sale any of the Series B Preferred Units except upon
compliance with the Revised Operating Agreement, the Securities Act and any
applicable state securities or “blue sky” laws or pursuant to any exemption
therefrom.


 


6.6.                              Investor Status.  Each Purchaser certifies and represents to
CCR that such Purchaser is an “accredited investor” as defined in Rule 501
of Regulation D promulgated under the Securities Act. Each Purchaser’s
financial condition is such that it is able to bear the risk of holding the Series B
Preferred Units for an indefinite period of time and the risk of loss of its
entire investment. Each Purchaser has been afforded the opportunity to ask
questions of and receive answers from the management of CCR concerning this
investment and has sufficient knowledge and experience in investing in
companies similar to CCR so as to be able to evaluate the risks and merits of
its investment in CCR.


 


6.7.                              Securities Not
Registered.  Each Purchaser
understands that the Series B Preferred Units have not been registered
under the Securities Act, by reason of their issuance by the Company in a
transaction exempt from the registration requirements of the Securities Act,
and that the Series B Preferred Units must continue to be held by such
Purchaser unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from such registration. Each Purchaser understands
that the exemptions from registration afforded by Rule 144 (the provisions
of which are known to it) promulgated under the Securities Act depend on


 


15

















 


the satisfaction of
various conditions, and that, if applicable, Rule 144 may afford the basis
for sales only in limited amounts.


 


6.8.                              Tax Matters.  Each Purchaser is a United States person
within the meaning of Section 7701(a)(30) of the Code.  Each Purchaser shall deliver to the Company
an IRS Form W-9 in connection with its acquisition of the Series B
Preferred Units hereunder and at any other time reasonably requested by the
Company.


 


ARTICLE 7


 


Covenants
of the Parties


 


7.1.                              Cooperation.


 


(a)                                  Each
party will cooperate with the other in taking, or causing to be taken, all
appropriate actions and all things necessary, proper or advisable to consummate
the transactions contemplated by this Agreement, including preparing and filing
as promptly as reasonably practicable all documentation to obtain all
Governmental Authorizations.


 


(b)                                 In
the event that any administrative or judicial action or proceeding is
instituted (or threatened to be instituted) by a Governmental Entity or private
party challenging the transactions contemplated by this Agreement, or any
Transaction Document, each of the parties shall cooperate in all respects with
each other to contest and resist any such action or proceeding and to have
vacated, lifted, reversed or overturned any decree, judgment, injunction or
other order, whether temporary, preliminary or permanent, that is in effect and
that prohibits or materially restricts or delays consummation of the
transactions contemplated by this Agreement or any Transaction Document.


 


(c)                                  The
parties mutually agree to cooperate with each other (i) to, as promptly as
practicable after the date hereof, obtain all licenses, permits, approvals,
authorizations, registrations, findings of suitability, franchises,
entitlements, waivers and exemptions issued by any Gaming Authority (including
the receipt of informal advice from the Gaming Authority that no filing or
permit is required, including with respect to any Affiliates or Licensed
Persons) required to permit the parties hereto to consummate the transactions
contemplated by this Agreement (collectively, “Gaming Approvals”), (ii) to
avoid any action or proceeding by any Gaming Authority challenging the
consummation of the transactions contemplated hereby, (iii) to make or
cause to be made all necessary filings, and thereafter make or cause to be made
any other required submissions with respect to this Agreement and the
transactions contemplated hereby, as required under the Gaming Laws, (iv) to
schedule and attend (or cause to be scheduled and attended) any hearings or
meetings with Gaming Authorities to obtain the Gaming Approvals as promptly as
possible and (v) to act diligently and promptly to pursue any and all of
the foregoing as necessary to obtain the Gaming Approvals.


 


(d)                                 All
analyses, appearances, meetings, discussions, presentations, memoranda, briefs,
filings, arguments and proposals made by or on behalf of the Purchasers, the
Parent or any Licensed Person before any Governmental Authority, including any
Gaming Authority, or the staff or regulators of any Governmental Authority, in
connection with the


 


16

















 


transactions contemplated hereunder (but for the avoidance of doubt,
not including any interactions between the Current Equityholders or the
Companies with Governmental Authorities in the ordinary course of the conduct
of their business operations, any disclosure which is not permitted by law, or
any disclosure containing confidential information or unrelated to the
transaction contemplated by this Agreement) shall be disclosed to the other
party hereunder in advance of any filing, submission or attendance, it being
the intent that the parties will notify, consult and cooperate with one
another, and consider in good faith the views of one another, in connection
with any analyses, appearances, meetings, discussions, presentations,
memoranda, briefs, filings, arguments and proposals, with the final materials
regarding the purchase of the Series B Preferred Units being subject to
the approval of CCR’s counsel.  Each of
the Purchasers and Parent, on the one hand, and the Current Equityholders and
CCR, on the other hand, shall give notice to each other with respect to any
meeting, discussion, appearance, or material contact or meeting with any
Governmental Authority or the staff or regulators of any Governmental
Authority, with such notice being sufficient to provide such other party with
the opportunity to attend and participate in such meeting, discussion,
appearance or material contact or meeting.


 


(e)                                  Notwithstanding
anything to the contrary herein, the parties agree that counsel for CCR may, at
its discretion, direct the strategy for obtaining the Gaming Approvals required
to consummate the purchase of the Series B Preferred Units and coordinate
and participate in any and all appearances, meetings, discussions,
presentations, memoranda, briefs, filings, arguments and proposals made before
any Governmental Authority, including any Gaming Authority, or the staff or
regulators of any Governmental Authority, in connection with the purchase of
the Series B Preferred Units, with the cooperation of the Crown Parties
and their counsel; provided that at the reasonable request of Licensed
Persons outside the control of the Purchasers or Parent, CCR and the Current
Equityholders agree that counsel for CCR shall not participate in the portion
of any appearance, meeting, or discussion before the Gaming Authorities which
involves confidential information of Licensed Persons outside the control of
the Purchasers or Parent.


 


(f)                                    Notwithstanding
anything to the contrary herein, the parties agree that counsel for the Crown
Parties may, at its discretion, direct the strategy for obtaining the Gaming
Approvals required to consummate the conversion of the Series B Preferred
Units to Series A2 Preferred Units and coordinate and participate in any
and all appearances, meetings, discussions, presentations, memoranda, briefs,
filings, arguments and proposals made before any Governmental Authority,
including any Gaming Authority, or the staff or regulators of any Governmental
Authority, in connection with the purchase of the Series B Preferred
Units, with the cooperation of CCR and its counsel.


 


(g)                                 The
Crown Parties agree to cooperate with CCR and the Current Equityholders after
the date hereof to assist in structuring the transactions contemplated hereby
and by the Transaction Documents, in a tax-efficient manner for CCR and the
Current Equityholders, including the transfer of funds contemplated by Section 9.2(a).


 


7.2.                              No Alternative
Transactions.  The parties agree that
from the date hereof through the earlier of (a) the Closing Date and (b) the
termination of this Agreement under Section 9.1, none of the
Current Equityholders or the Companies shall, and each of the Current
Equityholders and the Companies shall require its respective Representatives
not to, directly or


 


17
















 


indirectly, (i) initiate, solicit, encourage or
otherwise facilitate any inquiry, proposal, offer or discussion with any party
(other than the Parent or the Purchasers) concerning any merger,
reorganization, consolidation, recapitalization, business combination,
liquidation, dissolution, share exchange, sale of stock or units, sale or
license of material assets or similar business transaction involving any of the
Companies, (ii) furnish any non-public information concerning the
business, properties or assets of any of the Companies to any party (other than
the Parent or the Purchasers) in connection with or in anticipation of any such
transaction, (iii) engage in discussions or negotiations with any party
(other than with the Parent or the Purchasers) with respect to, or consummate,
any such transaction, or (iv) enter into, approve, agree to, recommend or
consummate any such transaction.


 


7.3.          Guarantee.


 


(a)           The Parent absolutely,
unconditionally and irrevocably guarantees to CCR and the Current Equityholders
the due and punctual observance, performance and discharge of all of the
covenants, agreements, obligations and liabilities of the Purchasers pursuant
to this Agreement, whether fixed, contingent, now existing or hereafter
arising, created, assumed, incurred or acquired from the date hereof through
the Closing Date (the “Obligations”).


 


(b)           The Parent agrees that the
obligations of the Parent hereunder shall not be released or discharged, in
whole or in part, or otherwise affected by (i) the failure of CCR or the
Current Equityholders to assert any claim or demand or to enforce any right or
remedy against any of the Purchasers, (ii) any change in the time, place
or manner of payment of any of the Obligations or any rescission, waiver,
compromise, consolidation or other amendment or modification of any of the
terms of provisions of this Agreement, (iii) any change in the corporate
existence, structure or ownership of any of the Purchasers, (iv) any
insolvency, bankruptcy, reorganization or other similar proceeding affecting
any of the Purchasers, (v) any lack of validity or enforceability of this
Agreement, (vi) the existence of any claim, set-off or other rights which
the Parent may have at any time against CCR, the Current Equityholders or any
of the Purchasers, whether in connection with the Obligations or otherwise, and
(vii) any other act or omission which might in any manner or to any extent
vary the risk of the Parent or otherwise operate as a release or discharge of
the Parent, all of which may be done without notice to the Parent.  Neither CCR nor the Current Equityholders
shall be bound or obliged to exhaust their recourse against the Purchasers or
pursue any other remedy whatsoever before being entitled to demand the
satisfaction of the Obligations by the Parent hereunder.  To the fullest extent permitted by law, the
Parent hereby expressly waives any and all rights or defenses arising by reason
of any law which would otherwise require any election of remedies by CCR or the
Current Equityholders.  The Parent
acknowledges that it will receive substantially direct and indirect benefits
from the transactions contemplated by this Agreement and that the waivers set
forth herein are knowingly made in contemplation of such benefits.
Notwithstanding anything to the contrary herein, the Parent’s obligations under
this guarantee shall be subject to any and all claims, defenses, setoffs or
other rights of or available to the Purchasers.


 


(c)           This guarantee shall remain in full
force and effect and shall be binding on the Parent, its successors and assigns
until all of the Obligations have been indefeasibly paid, observed, performed
or satisfied in full.


 


18

















 


7.4.          Use
of Proceeds.  Upon the distribution
to CCR of the Preferred Purchase Price at the Closing, subject to and in
accordance with this Agreement and the Escrow Agreement, CCR agrees to use the
Preferred Purchase Price promptly to make payments in respect of (i) the
Companies’ debt facilities in partial repayment of outstanding Indebtedness of
the Companies as of the Closing Date (which partial repayment shall be no less
than $225 million), (ii) equity cures, if necessary, pursuant to the
Companies’ debt facilities for the period ended December 31, 2008 and period
ending March 31, 2009, (iii) fees and expenses and (iv) other
general corporate purposes as CCR deems appropriate, including the funding of
distributions permitted under the Companies’ debt facilities.


 


ARTICLE 8


 


Conditions
to Closing


 


8.1.          Conditions
to the Obligations of All Parties. 
The obligations of each party hereto to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment or waiver,
at or prior to the Closing, of each of the following conditions.


 


(a)           Regulatory Approval.  Any and all Gaming Approvals required to be
obtained prior to the Closing to consummate the transactions contemplated by
this Agreement shall have been obtained.


 


(b)           No Injunctions or Restraints;
Illegality.  No temporary restraining
order, preliminary or permanent injunction or other judgment or order issued by
any Governmental Entity (other than a failure to obtain any Gaming Approval)
(each, a “Restraint”) shall be in effect which prohibits, restrains or
renders illegal the consummation of the transactions contemplated by this
Agreement; provided that prior to asserting this condition, the party
asserting this condition  shall have used
its reasonable best efforts to prevent the entry of any such Restraint and to
appeal as promptly as practicable any judgment that may be entered.


 


(c)           Termination and Settlement
Agreement.  (i) The Termination
and Settlement Agreement shall be in full force and effect and (ii) the
Original Purchase Agreement shall be terminated in its entirety and be null and
void and of no further force or effect.


 


8.2.          Conditions
to the Obligations of the Purchasers and the Parent.  The obligation of the Purchasers and the
Parent to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment or waiver, at or prior to the Closing, of each of
the following conditions:


 


(a)           Representations and Warranties.  The representations and warranties of CCR and
the Current Equityholders contained in this Agreement shall be true and correct
in all material respects (except for such representations and warranties as are
qualified by materiality or Material Adverse Effect, which representations and
warranties shall be true and correct in all respects), as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing
Date (other than such representations and warranties that are expressly made as
of an earlier date which need only be true and correct in all material respects
or true and correct in


 


19

















 


all respects, as the case may be, as of such earlier date), except
where the failure of such representations and warranties to be in compliance
with the standard set forth above would not have a Material Adverse Effect.


 


(b)           Covenants.  Each of CCR and the Current Equityholders
shall have performed in all material respects all obligations required to be
performed by it under this Agreement.


 


(c)           Certain Other Documents.  The Option Agreement shall be in full force
and effect.


 


(d)           Closing Deliveries.  The Purchasers shall have received the
deliverables set forth in Section 2.3.


 


8.3.          Conditions
to the Obligations of CCR.  The
obligation of CCR to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or waiver, at or prior to the Closing, of
each of the following conditions:


 


(a)           Representations
and Warranties.  The representations
and warranties of the Parent and the Purchasers contained in this Agreement
shall be true and correct in all material respects (except for such
representations and warranties as are qualified by materiality, which
representations and warranties shall be true and correct in all respects), as
of the date of this Agreement and as of the Closing Date as though made on and
as of the Closing Date (other than such representations and warranties that are
expressly made as of an earlier date which need only be true and correct in all
material respects or true and correct in all respects, as the case may be, as
of such earlier date), except where the failure of such representations and
warranties to be in compliance with the standard set forth above would not
prohibit or materially restrict the performance of this Agreement by the Parent
or the Purchasers.


 


(b)           Covenants.  The Parent and each Purchaser shall have
performed in all material respects all obligations required to be performed by
it under this Agreement.


 


(c)           Closing Deliveries.  CCR shall have received the deliverables set
forth in Section 2.4.


 


(d)           Release of Preferred Purchase
Price.  The Preferred Purchase Price
shall have been distributed to CCR subject to and in accordance with the Escrow
Agreement.


 


ARTICLE 9


 


Termination


 


9.1.          Termination.  This Agreement may be terminated at any time
prior to the Closing:


 


(a)           by mutual written consent of CCR and
the Current Equityholders, on the one hand, and the Parent and the Purchasers,
on the other hand; or


 


20

















 


(b)           automatically, without any further
action on the part of any party, if the Closing shall not have occurred on or
before 5:00pm EDT on May 11, 2009 (the “End Date”); provided,
that CCR and/or the Current Equityholders may extend the End Date to June 10,
2009 by delivering written notice to the Purchasers and the Escrow Agent prior
to the Notice Deadline in accordance with the terms of the Escrow Agreement.


 


9.2.          Effect
of Termination.


 


(a)           On the End Date, unless the Escrow
Agent has received the Purchase Notice from the Purchasers and the Current
Equityholders prior to the Notice Deadline, the parties agree that the Escrow
Agent shall, without further instructions from any party, distribute (i) the
Termination and Series A2 Fee to CCR, by wire transfer of immediately
available funds to the “Distribution Account” set forth adjacent to CCR’s name
on Exhibit A to the Escrow Agreement; and (ii) $80,000,000 (Eighty
Million Dollars) of the Preferred Purchase Price (the “Crown Payment Fund”)
to the Purchasers in accordance with each Purchaser’s Payment Percentage as set
forth adjacent to such Purchaser’s name on Exhibit A to the Escrow
Agreement, by wire transfer of immediately available funds to the “Distribution
Account” set forth adjacent to such Purchaser’s name on Exhibit A to the
Escrow Agreement; provided, however, that in the event that the
Escrow Agent receives a Dispute Notice from the Current Equityholders prior to
the Notice Deadline, the Escrow Agent shall not distribute the Crown Payment
Fund unless and until the Escrow Agent receives a Dispute Resolution Notice.  On the next Business Day following the
receipt by the Escrow Agent of the Dispute Resolution Notice, it shall
distribute the Crown Payment Fund in accordance with such notice.


 


(b)           Upon distribution of the Termination
and Series A2 Fee to CCR on the End Date, CCR shall issue to the
Purchasers the 4.1% Interest, provided all Gaming Approvals required to be
obtained from, issued by or received from any Gaming Authority to permit the
parties hereto to consummate such issuance have been received.


 


(c)           Except for the rights of CCR and the
Current Equityholders to bring a Closing Dispute under this Agreement and the
Escrow Agreement, the rights of termination under Section 9.1 and
the payment of the Termination and Series A2 Fee pursuant to the Escrow
Agreement shall be the sole and exclusive remedy of CCR and the Current
Equityholders against the Parent and the Purchasers and any of their respective
Affiliates, shareholders, partners, members, directors, officers or agents if
this Agreement is terminated or the Closing otherwise does not occur, and CCR
and the Current Equityholders shall have no claims or rights against the Parent
or the Purchasers at law or in equity, other than the right to distribution of
the Termination and Series A2 Fee pursuant to the terms of the Escrow
Agreement.  If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the
parties will terminate, except that the obligations in Sections 9.2 (e) and
(f) (Dispute Resolution), Section 10.5 (Applicable Law), Section 10.6
(Enforcement), Section 10.7
(Waiver of Jury Trial), and Section 10.9 (Transaction Expenses)
will survive.


 


(d)           The parties acknowledge and agree
that the payment of the Termination and Series A2 Fee, to the extent not
allocable to the purchase of the Series A2 Preferred Units, is being made
to cancel and terminate certain rights and obligations of the Parties and such
payment is made for damage to capital and not for lost profits.


 


21

















 


(e)           In the event of a Closing Dispute,
the Current Equityholders and CCR shall be entitled to bring a claim or action
against the Crown Parties in respect of such dispute; provided, however,
that under no circumstances shall the Current Equityholders or CCR be entitled
to any damages in excess of the Crown Payment Fund held by the Escrow Agent and
they hereby waive and release any claim to any such excess amounts.  In the event of a Closing Dispute, the
Current Equityholders and CCR hereby covenant and agree not to seek damages in
excess of the Crown Payment Fund (i.e., $80,000,000) held by the Escrow Agent
and unconditionally and irrevocably waive any right to seek such excess damages
or any consequential, special, punitive, multiple or exemplary damages with
respect to such Closing Dispute.


 


(f)            Dispute Resolution.  Any Closing Dispute shall be finally and
exclusively resolved by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”)
and the International Commercial Arbitration Supplementary Procedures then in
effect (the “Rules”), except as modified herein.  The place of arbitration shall be New York,
New York. There shall be one arbitrator who shall be agreed upon by the parties
within twenty (20) days of receipt by respondent of a copy of the demand for
arbitration. If the arbitrator is not appointed within the time limit provided
herein, such arbitrator shall be appointed by AAA’s International Centre for
Dispute Resolution (“ICDR”) in accordance with the listing, striking and
ranking procedure in the Rules, with each party being given a limited number of
strikes, except for cause.  Any
arbitrator appointed by the ICDR shall be a retired judge or a practicing
attorney with no less than fifteen years of experience with large commercial
cases and an experienced arbitrator.  In
rendering an award, the arbitrator shall be required to follow the laws of the
State of Delaware. The arbitrator shall be limited in the award to directing
the disposition of the Crown Payment Fund and may not award any remedy or
relief in excess of the disposition of such funds and each of the Current
Equityholders and CCR hereby irrevocably waives any right to recover any
damages in excess of the funds contained in the Purchase Price Escrow Account
with respect to any Closing Dispute.  The
award of the arbitrator (“Arbitrator Award”) shall be in writing and
shall briefly state the findings of fact and conclusions of law on which it is
based. The award shall be final and binding upon the Parties and shall be the
sole and exclusive remedy between the Parties regarding any claims,
counterclaims, issues or accounting presented to the arbitrator.  Judgment upon the award may be entered in any
court having jurisdiction over any party or any of its assets. Any costs or
fees (including attorneys’ fees and expenses) incident to enforcing the award
shall be charged against the Party resisting such enforcement.  The
Arbitrator shall have the power to award legal fees, disbursements and other
expenses (including fees and costs of such arbitration) to a prevailing party
for all amounts which such Arbitrator determines to be reasonable and
appropriate.


 


9.3.          Gaming
Approvals.  It is understood and
agreed by the Current Equityholders and CCR that neither the Purchasers nor the
Parent shall be in breach or violation of their respective obligations under
this Agreement as a result of the failure to obtain any Gaming Approval, or the
failure of any Persons affiliated or associated with the Parent or the
Purchasers that may need to be licensed under applicable Gaming Laws to receive
any Gaming Approval, required to consummate the transactions contemplated
hereby or by the other Transaction Documents, in all events, without regard to
the circumstances or reason (or no reason) therefor, and CCR and the Current
Equityholders shall have no claims or rights against the Parent, the Purchasers
and each of their respective
Affiliates, direct or indirect equityholders


 


22

















 


and controlling persons (including, without
limitation and for sake of clarity, Consolidated Press Holdings Limited and its
subsidiaries and parent entities, any Licensed Person (as defined in the
Original Purchase Agreement) and the entities described in Section 6.9 to
the Original Purchase Agreement) and each of their respective  successors, assigns, officers, directors,
managing directors, partners, managers, principals, members, employees, heirs,
executors, administrators, parents, subsidiaries, and predecessor entities and,
to the extent such parties are acting in a representative capacity, the
creditors, representatives, agents and attorneys of any of them, at law
or in equity, other than the right to distribution of the Termination and Series A2
Fee pursuant to the terms of the Escrow Agreement.


 


ARTICLE
10


 


General


 


10.1.        Entire
Agreement.  This Agreement, including
the Annex and Exhibits hereto, the other Transaction Documents and the
Confidentiality Agreement, dated March 12, 2009, between the Parent and CCR
(the “Confidentiality Agreement”), constitute the entire agreement and
understanding and supersede all other prior covenants, agreements,
undertakings, obligations, promises, arrangements, communications,
representations and warranties, whether oral or written, by any party hereto or
by any director, officer, employee, agent, Affiliate or Representative of any
party hereto.  Except for the documents
referred to in the immediately preceding sentence, there are no covenants,
agreements, undertakings or obligations with respect to the subject matter of
this Agreement other than those expressly set forth or referred to herein and
no representations or warranties of any kind or nature whatsoever, express or
implied, including any implied warranties of merchantability or fitness for a
particular purpose, are made or shall be deemed to be made herein by the
parties hereto except those expressly made herein.


 


10.2.        No
Third Party Rights or Obligations. 
Nothing in this Agreement, express or implied, is intended to confer any
rights or remedies of any nature whatsoever, or impose any burden or obligation
of any nature whatsoever, upon any Person other than the parties hereto, under
or by reason of 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, and the sole and
exclusive burden of, the parties to this Agreement and their respective
successors and permitted assigns.


 


10.3.        Counterparts.  This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.  The parties agree and acknowledge that
delivery of a signature by facsimile shall constitute execution by such
signatory.


 


10.4.        Headings.  The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of, or to
affect the meaning, construction or interpretation of, this Agreement.


 


10.5.        Applicable
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Delaware, regardless of the laws that might otherwise govern under
the applicable principles of conflicts of laws.


 


23

















 


10.6.        Enforcement.  Except as otherwise provided in Section 9.2,
(i) the parties agree that irreparable damage would occur and that the
parties would not have any adequate remedy at law and that money damages would
not be sufficient in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached and (ii) it is accordingly agreed that the parties shall be
entitled to an injunction or injunctions and other equitable relief (without
bond or other security being required) to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
federal or state court located in the State of Delaware, this being in addition
to any other remedy to which they are entitled at law or in equity. In
addition, except as otherwise provided in Section 9.2, each of the
parties hereto (a) consents to submit itself to the personal jurisdiction
of the federal and state courts located in the State of Delaware in the event
any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, and (c) agrees that it will not bring any action
relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than a federal or state court in the State of
Delaware.


 


10.7.        Waiver of Jury Trial.  EACH PARTY TO THIS AGREEMENT WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.


 


10.8.        Waiver
of Conditions.  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 other party.  No waiver that may be given by a party will
be applicable except in the specific instance for which it is given.  No notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.


 


(b)           Except as otherwise set forth herein,
the rights and remedies of the parties hereto are cumulative and not alternative.
Except where a specific period for action or inaction is provided herein,
neither the failure nor any delay on the part of any party in exercising any
right, power or privilege under this Agreement or the documents referred to in
this Agreement shall operate as a waiver thereof, nor shall any waiver on the
part of any party of any such right, power or privilege, nor any single or
partial exercise of any such right, power or privilege, preclude any other or
further exercise thereof or the exercise of any other such right, power or
privilege.  The failure of a party to
exercise any right conferred herein within the time required shall cause such
right to terminate with respect to the transaction or circumstances giving rise
to such right, but not to any such right arising as a result of any other
transactions or circumstances.


 


10.9.        Transaction
Expenses.  Subject to Section 7.1,
whether or not the transactions contemplated by this Agreement or the other
Transaction Documents are consummated, each party shall pay its own fees and
expenses incident to the negotiation, preparation, execution, delivery and
performance hereof and thereof, including the fees and expenses of its counsel,
accountants and other experts, except as expressly provided herein.  All fees associated with the investment
banking services provided by Deutsche Bank and Mercanti


 


24
















 


Securities, LLC and legal services of Munger, Tolles &
Olson, LLP, Santoro, Driggs, Walch, Kearney, Holley and Thompson, Brownstein
Hyatt Farber Schreck,  DLA Piper US LLP,
and Fox Rothschild LLP and all other service providers to CCR or the Current
Equityholders in connection with this Agreement shall be paid by CCR at the
Closing.


 


10.10.      Construction.  Each party has been represented by counsel of
its choice in the negotiation of this Agreement.  This Agreement shall be deemed to have been
drafted by each of the parties hereto jointly, and no rule of construction
shall be invoked respecting the authorship hereof.


 


10.11.      Severability.  In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such provision or provisions shall be ineffective only to the
extent of such invalidity, illegality or unenforceability, without invalidating
the remainder of such provision or provisions or the remaining provisions of
this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or provisions had never been contained
herein, unless such a construction would be unreasonable.


 


10.12.      Amendments.  This Agreement may only be amended by a written
document signed by the parties hereto. 
Until such an amendment is signed by all parties, any other agreements,
understandings, writings or oral promises or representations that are at odds
with the terms of this Agreement will be of no effect and will not in any way
be binding upon the parties.


 


10.13.      Assignments.


 


(a)           None of the Purchasers nor the Parent
may assign any of their rights or obligations under this Agreement without the
prior written consent of CCR and any purported assignment without such consent
shall be void, except that any of the Parent or the Purchasers may assign this
Agreement to its direct or indirect wholly-owned Affiliate; provided
that such assignment shall not unduly delay or hinder the obtaining or
completion of the Gaming Approvals required by Section 8.1(a) hereof.


 


(b)           Neither CCR nor the Current
Equityholders may assign any of their respective rights or obligations under
this Agreement without the prior written consent of the Purchasers and any
purported assignment without such consent shall be void.


 


10.14.      Notices.  All notices, requests, instructions, claims,
demands, consents and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given on
the date delivered by hand or by courier service such as Federal Express, or by
other messenger (or, if delivery is refused, upon presentment) or upon receipt
by facsimile transmission (with confirmation), or upon delivery by registered
or certified mail (return receipt requested), postage prepaid, to the parties
at the following addresses:


 


If to the Purchasers:


 


The Corporation
Trust Company


1209 Orange Street


 


25

















 


Wilmington,
Delaware  19801


	
  Attention:

  	
   

  	
  Scott Lascala

  
	
   

  	
   

  	
  Service of Process
  Department

  
	
  Facsimile:

  	
   

  	
  (302) 655-7813

  



 


With a copy to:


 


Crown Limited


8 Whiteman Street


Southbank,
Victoria 3006


Australia


Attn:  Company Secretary


Facsimile:  + 61 3 9292 8815


 


and


 


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New
York, New York 10036


Attn:  Patricia Moran


Facsimile: (212)
735-2000


 


If to the Parent:


 


Crown Limited


8 Whiteman Street


Southbank,
Victoria 3006


Australia


Attn:  Company Secretary


Facsimile:  + 61 3 9292 8815


 


With a copy to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New
York, New York 10036


Attn:  Patricia Moran


Facsimile: (212)
735-2000


 


If to CCR:


 


Cannery
Casino Resorts, LLC


9107
West Russell Road


Las
Vegas, Nevada  89148


Attn:  Managers


Facsimile:  (702) 856-5101


 


26

















 


With a copy to:


 


OCM
Holdco, LLC


333
South Grand Avenue, 28th Floor


Los Angeles, California  
90071


Attn:  Stephen A.
Kaplan


Facsimile:  (213) 830-6377


 


and


 


Munger, Tolles &
Olson LLP


355 South Grand Avenue,
35th Floor


Los Angeles, California  90071


Attn:  Sandra A. Seville-Jones


Facsimile:  (213) 683-5126


 


If to the Current
Equityholders:


 


Millennium
Gaming, Inc.


9107
West Russell Road


Las
Vegas, Nevada  89148


Attn:  Chief Executive Officer


Facsimile:  (702) 856-5101


 


and


 


OCM
Holdco, LLC


333
South Grand Avenue, 28th Floor


Los Angeles, California  
90071


Attn:  Stephen A.
Kaplan


Facsimile:  (213) 830-6377


 


With a copy to:


 


Munger, Tolles &
Olson LLP


355 South Grand Avenue,
35th Floor


Los Angeles, California  90071


Attn:  Sandra A. Seville-Jones


Facsimile:  (213) 683-5126


 


or to such other Persons or addresses as the Person to
whom notice is given may have previously furnished to the other in writing in
the manner set forth above (provided that notice of any change of address shall
be effective only upon receipt thereof).


 


10.15.      Further
Assurances.  Without limiting the
provisions of Section 7.1, the parties hereto shall use
commercially reasonable efforts to do and perform or cause to be done and performed
all such further acts and things and shall execute and deliver all such other


 


27

















 


agreements, certificates, instruments or documents as any other party
may reasonably request in order to carry out the intent and purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


10.16.      Confidentiality.  The disclosure of confidential or proprietary
information by the parties shall be governed by the terms and conditions of the
Confidentiality Agreement. 
Notwithstanding anything to the contrary set forth herein or in any
other understanding or agreement between the parties hereto, the parties
acknowledge and agree that any obligations of confidentiality contained herein
and therein shall not apply to the tax treatment and tax structure of this
Agreement upon the earlier to occur of (a) the date of the public
announcement of discussions relating to the sale and purchase described herein,
(b) the date of the public announcement of sale and purchase described
herein, or (c) the date of the execution of this Agreement, all within the
meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to affect
each party’s privilege to maintain, in its sole discretion, the confidentiality
of communications with its attorneys or with a federally authorized tax
practitioner under Section 7525 of the Code.


 


10.17.      Additional
Rules of Construction.  The
following provisions shall be applied wherever appropriate herein:


 


(a)           “herein,” “hereby,” “hereunder,” “hereof”
and other equivalent words shall refer to this Agreement as an entirety and not
solely to the particular portion of this Agreement in which any such word is
used;


 


(b)           all definitions set forth herein
shall be deemed applicable whether the words defined are used herein in the
singular or the plural;


 


(c)           all pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require;


 


(d)           the words “include” and “including”
and variations thereof shall not be deemed terms of limitation, but rather
shall be deemed to be followed by the words “without limitation”;


 


(e)           all accounting terms not specifically
defined herein shall be construed in accordance with GAAP;


 


(f)            the captions and descriptive
headings herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof;


 


(g)           any references herein to a particular
Section, Article, Annex, Exhibit or Schedule means a Section or Article of,
or an Annex, Exhibit or Schedule to, this Agreement unless another
agreement is specified;


 


(h)           the Annex, Exhibits and Schedules
attached hereto are incorporated herein by reference and shall be considered
part of this Agreement as if fully set forth herein; and


 


(i)            all references to “$” or “Dollars”
shall mean United States Dollars.


 


28

















 


[Signature
Pages Follow]


 


29

















 


IN WITNESS WHEREOF, the parties hereto have entered
into and signed this Agreement as of the date and year first above written.


 


	
  Signed for CROWN LIMITED by its

  	
   

  	
   

  
	
  attorney under power of attorney in the

  	
   

  	
   

  
	
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Garry Besson

  	
   

  	
  /s/ Guy Jalland

  
	
  Signature of witness

  	
   

  	
  Signature of attorney

  
	
   

  	
   

  	
   

  
	
  Garry Besson

  	
   

  	
  Guy Jalland

  
	
  Name of witness (print)

  	
   

  	
  Name of attorney (print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed for CROWN CCR GROUP

  	
   

  	
   

  
	
  INVESTMENTS ONE, LLC by its

  	
   

  	
   

  
	
  attorney under power of attorney in the

  	
   

  	
   

  
	
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Garry Besson

  	
   

  	
  /s/ Guy Jalland

  
	
  Signature of witness

  	
   

  	
  Signature of attorney

  
	
   

  	
   

  	
   

  
	
  Garry
  Besson

  	
   

  	
  Guy
  Jalland

  
	
  Name
  of witness (print)

  	
   

  	
  Name
  of attorney (print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed for CROWN CCR GROUP

  	
   

  	
   

  
	
  INVESTMENTS TWO, LLC by its

  	
   

  	
   

  
	
  attorney under power of attorney in the

  	
   

  	
   

  
	
  presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Garry Besson

  	
   

  	
  /s/ Guy Jalland

  
	
  Signature of witness

  	
   

  	
  Signature of attorney

  
	
   

  	
   

  	
   

  
	
  Garry
  Besson

  	
   

  	
  Guy
  Jalland

  
	
  Name of witness (print)

  	
   

  	
  Name of attorney
  (print)

  



 

















 


	
   

  	
  CCR:

  
	
   

  	
   

  
	
   

  	
  CANNERY
  CASINO RESORTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William C. Wortman

  
	
   

  	
   

  	
  Name:

  	
  William C. Wortman

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CURRENT
  EQUITYHOLDERS:

  
	
   

  	
   

  
	
   

  	
  MILLENNIUM
  GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William J. Paulos

  
	
   

  	
   

  	
  Name:

  	
  William J. Paulos

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OCM
  HOLDCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen A. Kaplan

  
	
   

  	
   

  	
  Name:

  	
  Stephen A. Kaplan

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald N. Beck

  
	
   

  	
   

  	
  Name:

  	
  Ronald N. Beck

  
	
   

  	
   

  	
  Title:

  	
  Manager