Exhibit 10.31


 


TERMINATION AND SETTLEMENT AGREEMENT


 


This
TERMINATION AND SETTLEMENT 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, a Delaware limited liability
company and an indirect wholly owned subsidiary of Parent (“Crown One”),
(iii) Crown CCR Group Investments Two, LLC, a Delaware limited liability
company and an indirect wholly owned subsidiary of Parent (“Crown Two”
and, collectively with Crown One and the Parent, the “Crown Parties” and
each, a “Crown Party”), (iv) Millennium Gaming, Inc., a Nevada
corporation (“Millennium”), (v) OCM HoldCo, LLC, a Delaware limited
liability company (“HoldCo” and, collectively with Millennium, the “Current
Equityholders” and each, a “Current Equityholder”), and (vi) Cannery
Casino Resorts, LLC, a Nevada limited liability company (“CCR”)


 


WHEREAS,
the Crown Parties, the Current Equityholders and CCR entered into a Purchase
Agreement, dated as of December 11, 2007 (as thereafter amended, the “Original
Purchase Agreement”), pursuant to which Crown One and Crown Two were to
purchase, directly or indirectly, all of the equity interests of CCR from the
Current Equityholders (the “Purchase”);


 


WHEREAS,
pursuant to Section 9.1(a) of the Original Purchase Agreement, CCR,
the Current Equityholders and the Crown Parties agree herein to terminate the
Original Purchase Agreement on the terms and conditions set forth herein;


 


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 grants the Crown Parties, subject to the terms and conditions set forth
in the Option Agreement, 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 Crown Parties (therein, the “Purchasers”)
are entering into that certain Preferred Purchase Agreement, dated of even date
herewith (the “Preferred Purchase Agreement”), pursuant to which, upon
obtaining all necessary regulatory approvals and subject to the terms and
conditions set forth therein, the Purchasers shall purchase, and CCR shall sell
Seventy-One Thousand Six Hundred and Fourteen (71,614) Series B Preferred
Units of CCR for an aggregate purchase price of Three Hundred Twenty Million
Dollars ($320,000,000.00) (the “Preferred Purchase Price”);


 


WHEREAS,
simultaneously with the execution and delivery of this Agreement, CCR, the
Current Equityholders, Crown One and Crown Two are entering into that certain
Escrow Agreement, dated of even date herewith (the “Escrow Agreement”),
with the Escrow Agent (as defined therein), pursuant to which the Purchasers on
the date hereof shall deposit the Preferred Purchase Price into an escrow
account, and the 


 


1

















 


Preferred
Purchase Price shall be released from the escrow account pursuant to the terms
and conditions of the Escrow Agreement and the Preferred Purchase Agreement;


 


WHEREAS,
if the transactions contemplated by the Preferred Purchase Agreement are
completed and, as a result, the Preferred Purchase Price is released from the
escrow account to CCR, the Current Equityholders and the Crown Parties will
enter into the Second Amended and Restated Operating Agreement of CCR (the “Revised
Operating Agreement”), in the form attached to the Preferred Purchase
Agreement; and


 


WHEREAS,
if the transactions contemplated by the Preferred Purchase Agreement are not
completed, then the Preferred Purchase Price shall be released from the escrow
account and distributed pursuant to the terms of the Escrow Agreement.


 


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 I


 


DEFINITIONS


 


Section 1.1.  Definitions.
Unless otherwise specifically defined in this Agreement, each capitalized term
used but not defined in this Agreement shall have the meaning assigned to such
term in the Original Purchase Agreement.


 


ARTICLE II


 


SETTLEMENT


 


Section 2.1.  Settlement.


 


(a)         Simultaneously with the execution and
delivery of this Agreement and in consideration of the agreements made by CCR,
the Current Equityholders and the Crown Parties under this Agreement, (i) CCR,
the Current Equityholders and the Crown Parties shall each execute and deliver
to each other the Preferred Purchase Agreement, (ii) CCR, the Current
Equityholders, Crown One and Crown Two shall each execute and deliver to each
other and to the Escrow Agent, the Escrow Agreement, (iii) CCR, the Crown
Parties and the Current Equityholders shall each execute and deliver to each
other the Option Agreement.


 


(b)    On the date hereof, and
in consideration of the agreements made herein, the Purchasers shall pay an
aggregate settlement payment of Fifty Million Dollars ($50,000,000.00) in
immediately available funds to the Current Equityholders (the “Settlement
Payment”) as set forth below.  The
parties agree that the payments made pursuant to this Article 2 are being
made to cancel and terminate all rights and obligations with respect to the
sale of the direct or indirect interests of the Current 


 


2

















 


Equityholders in CCR, that such payments are made for damage to capital
and not for lost profits, and that no party shall take any position
inconsistent with the foregoing. The Settlement Payment shall not be repayable
or refundable under any circumstances, including the termination of the
Preferred Purchase Agreement.


 


(c) 
Upon execution and delivery by the respective parties hereto and thereto of (i) this
Agreement, (ii) the Preferred Purchase Agreement, (iii) the Option
Agreement, (iv) the Escrow Agreement, (v) a release agreement among
the Current Equityholders and CCR, on the one hand, and Consolidated Custodians
International Limited as trustee for Genetout No. 6 Trust, Custodians
Settlement No. 6 Trust and Custodians Settlement No. 8 Trust, and Ms. Gretel
Packer, on the other hand, and (vi) a release agreement among the Current
Equityholders and CCR, on the one hand, and Mr. James D. Packer, on the
other hand, the Purchasers shall wire the Settlement Payment to the Current
Equityholders in the amounts and in accordance with Exhibit 2.1(b) by
wire transfer of immediately available funds.


 


ARTICLE III


 


TERMINATION


 


Section 3.1.  Termination
of Original Purchase Agreement. Pursuant to Section 9.1(a) of  the Original Purchase Agreement, without
further action of any party hereto, the Original Purchase Agreement is hereby
terminated in its entirety, is null and void, and is of no further force and
effect, including those provisions of the Original Purchase Agreement which by
their terms would otherwise survive termination of the Original Purchase Agreement,
and there shall be no liability or obligation on the part of any Released
Person (as defined below), except that the Confidentiality Agreement, dated March 2,
2007, between Publishing and Broadcasting Limited, a company organized under
the laws of Western Australia and Crown’s predecessor, and CCR (the “Confidentiality
Agreement”), will survive the termination of the Original Purchase
Agreement and the execution and delivery of this Agreement by each of the
parties. The termination of the Original Purchase Agreement, once effective, is
irrevocable.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES


 


Section 4.1.  Due
Authorization and Enforceability of CCR. CCR hereby represents and warrants
that this Agreement has been duly authorized, executed and delivered by CCR
and, assuming this Agreement constitutes the valid and binding agreement of the
Current Equityholders and the Crown Parties, is the legal, valid and binding
obligation of CCR, enforceable against CCR in accordance with its terms.


 


Section 4.2.  Due
Authorization and Enforceability of the Current Equityholders. Each of the
Current Equityholders hereby represents and warrants that this Agreement has
been duly authorized, executed and delivered by such Current Equityholder and, 


 


3

















 


assuming
this Agreement constitutes the valid and binding agreement of CCR and the Crown
Parties, this Agreement is the legal, valid and binding obligation of such
Current Equityholder, enforceable against such Current Equityholder in
accordance with its terms.


 


Section 4.3.  No Assignment by CCR or the Current
Equityholders.  Each of CCR and the
Current Equityholders hereby represents and warrants that it has not directly
or indirectly assigned, transferred, encumbered or purported to assign,
transfer, or encumber to any Person any portion of the CCR Released Claims (as
defined below).


 


Section 4.4.  Due
Authorization and Enforceability of the Crown Parties. Each of the Crown
Parties hereby represents and warrants that this Agreement has been duly
authorized, executed and delivered by such Crown Party and, assuming this
Agreement constitutes the valid and binding agreement of CCR and the Current
Equityholders, this Agreement is the legal, valid and binding obligation of
such Crown Party, enforceable against such Crown Party in accordance with its
terms.


 


Section 4.5.  No Assignment by Crown.  Each of the Crown Parties hereby represents
and warrants that it has not directly or indirectly assigned, transferred,
encumbered or purported to assign, transfer, or encumber to any Person any
portion of the Crown Released Claims (as defined below).


 


Section 4.6.   No Pending
Charges.  Each of the parties hereby
represents and warrants that it has no pending complaints, actions, charges or
claims of any nature filed against any other party, based on or related to any
of the CCR Released Claims or Crown Released Claims.


 


ARTICLE V


 


RELEASES AND COVENANT NOT TO SUE


 


Section 5.1.  CCR
and Current Equityholders Release.  CCR and each of the Current
Equityholders, for themselves and, to the maximum extent permitted by law, on
behalf of their former, current or future officers, directors, agents,
representatives, managing directors, partners, managers, principals, members,
parents, subsidiaries, Affiliates, employees, predecessor entities, heirs,
executors, administrators, successors and assigns of any such Person, direct or
indirect equityholders and controlling persons of any such Person, and any
other Person claiming (now or in the future) through or on behalf of any of
such Persons (“CCR Releasing Parties”), hereby irrevocably and
unconditionally releases, acquits and forever discharges the Crown Parties and
each of their respective Affiliates, direct or indirect equityholders 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 listed on Schedule 6.9 to the Original Purchase Agreement) and each of
their respective  successors, assigns,
officers, directors, managing directors, partners, managers, principals,
members, employees, heirs, 


 


4

















 


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 (individually, a “Crown
Releasee” and collectively, the “Crown Releasees”), from any and all
claims, counterclaims, demands, damages, proceedings, actions, causes of
action, orders, obligations, contracts, agreements, debts, costs, expenses and
liabilities whatsoever, whether known or unknown, suspected or unsuspected, contingent
or actual, both at law and in equity, which such CCR Releasing Party now has,
has ever had or may hereafter claim to have against the respective Crown
Releasees on account of, arising out of, relating to, resulting from or in
connection with the Original Purchase Agreement, all Exhibits thereto and any
other agreements relating to the Original Purchase Agreement (collectively, the
“Original Ancillary Documents”), and including any acts, omissions,
disclosure or communications related to the Original Purchase Agreement, the
Original Ancillary Documents or the transactions or payments contemplated
thereby (the “CCR Released Claims”); provided, that for the
avoidance of doubt, nothing contained in this Agreement shall be deemed to
release any party hereto from its obligations under this Agreement, the
Confidentiality Agreement, the Option Agreement, the Preferred Purchase
Agreement, the Escrow Agreement, the Revised Operating Agreement (if entered
into), or any agreement among any of the parties hereto entered into subsequent
to the execution this Agreement, or the transactions contemplated hereby or
thereby.  For purposes of this Agreement,
“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.


 


Section 5.2.  Crown
Party Releases.  Each of the Crown Parties, for themselves and, to the
maximum extent permitted by law, on behalf of their former, current or future
officers, directors, agents, representatives, managing directors, partners,
managers, principals, members, parents, subsidiaries, Affiliates, employees,
predecessor entities, heirs, executors, administrators, successors and assigns
of any such Person, direct or indirect equityholders and controlling persons of
any such Person, and any other Person claiming (now or in the future) through
or on behalf of any of such Persons (“Crown Releasing Parties”), hereby
irrevocably and unconditionally releases, acquits and forever discharges CCR
and the Current Equityholders and each of their respective Affiliates, direct
or indirect equityholders and controlling persons 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 (individually, a “CCR Releasee” and
collectively, the “CCR Releasees”), from any and all claims,
counterclaims, demands, damages, proceedings, actions, causes of action,
orders, obligations, contracts, agreements, debts, costs, expenses and
liabilities whatsoever, whether known or unknown, suspected or unsuspected,
contingent or actual, both at law 


 


5

















 


and
in equity, which such Crown Releasing Party now has, has ever had or may
hereafter claim to have against the respective CCR Releasees on account of,
arising out of, relating to, resulting from or in connection with the Original
Purchase Agreement and the Original Ancillary Documents and including any acts,
omissions, disclosure or communications related to the Original Purchase
Agreement, the Original Ancillary Documents or the transactions or payments
contemplated thereby (the “Crown Released Claims”); provided,
that for the avoidance of doubt, nothing contained in this Agreement shall be
deemed to release any party hereto from its obligations under this Agreement,
the Confidentiality Agreement, the Option Agreement, the Preferred Purchase
Agreement, the Escrow Agreement, the Revised Operating Agreement (if entered
into), or any agreement among any of the parties hereto entered into subsequent
to the execution this Agreement, or the transactions contemplated hereby or
thereby.


 


Section 5.3 Scope
of Release and Discharge.


 


(a)      With respect to those matters that are the subject of the releases
purported to be released in this Agreement, each of CCR and the Current Equityholders
on behalf of the CCR Releasing Parties, and the Crown Parties on behalf of the
Crown Releasing Parties, expressly waives and relinquishes any and all rights and benefits
afforded by California Civil Code Section 1542 and any analogous provisions
of the laws of any other relevant jurisdiction (whether in the form of statute,
rule, common law or otherwise), and does so understanding and acknowledging the
significance of such specific waiver.  Section 1542
states as follows:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


Thus,
notwithstanding such provisions, and for the purposes of implementing a full
and complete release and discharge of the CCR Releasees and the Crown Releasees
(together the “Released Persons”) hereunder only with respect to those
matters that are the subject of the releases given in this Agreement, each of
CCR and the Current Equityholders on behalf of the CCR Releasing Parties, and
the Crown Parties on behalf of the Crown Releasing Parties, expressly acknowledges that this Agreement is
intended to include in its effect, claims within the scope of the releases
given in this Agreement that they do not know or suspect to exist in their
favor at the time of execution hereof.


 


(b)      The parties acknowledge and agree that the inclusion of this Section 5.3
was separately bargained for and is a key element of this Agreement.


 


Section 5.4 Covenant
Not to Sue.   Each of CCR and the Current Equityholders on behalf of
the CCR Releasing Parties, hereby irrevocably and unconditionally 


 


6

















 


covenants
to refrain from, directly or indirectly, asserting any claim or demand, or
commencing, instituting or causing to be commenced, any proceeding of any kind
against any Crown Releasee, based upon any matter released by the CCR Releasing
Parties hereby, and each of the Crown Parties on behalf of the Crown Releasing
Parties, hereby irrevocably and unconditionally covenants to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against any
CCR Releasee, based upon any matter released by the Crown Releasing Parties
hereby.  Any Crown Releasee or CCR
Releasee may plead this Agreement as a complete bar to any claim brought in
derogation of this covenant not to sue.


 


Section 5.5.  Accord
and Satisfaction.  This Agreement and the releases reflected in this
Agreement shall be effective as a full, final and irrevocable accord and
satisfaction and release of the CCR Released Claims and the Crown Released
Claims.


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1.  Publicity. 
Immediately following the execution and delivery of this Agreement, each of
Crown and CCR, may issue a press release announcing the execution of this
Agreement, which press release shall be subject to the prior review and
approval of the other parties hereto. Other than as a party hereto may
determine is necessary to respond to any legal or regulatory process or
proceeding or to give appropriate testimony or file any necessary documents in
any legal or regulatory proceeding or as may be required by law, each of the
parties hereto will use its commercially reasonable efforts not to make any
public statements (including in any filing with the SEC or any other regulatory
or governmental agency, including any stock exchange, or except as may be
required by law) that are inconsistent with, or otherwise contrary to, the
jointly approved statements in the press releases issued pursuant to this Section 6.1.


 


Section 6.2.  Non-Disparagement.  Other than as a party may determine is
necessary to respond to any legal or regulatory process or proceeding or to
give appropriate testimony or file any necessary documents in any legal or
regulatory proceeding or as may be required by law, each party to this
Agreement shall use its commercially reasonable efforts not to make any public
statements or any private statements that disparage, denigrate or malign the
other parties or the Released Persons concerning the subject matter of this
Agreement, the Preferred Purchase Agreement, the Escrow Agreement, the Option
Agreement, the Revised Operating Agreement, the Original Purchase Agreement,
the Original Ancillary Documents or the business or practices of the other
parties hereto.


 


Section 6.3       Admission. 
This Agreement constitutes the settlement of disputed claims; it does not and
shall not constitute an admission of liability by any of the parties.


 


7
















 


Section 6.4.  Counterparts;
Effectiveness.  This Agreement may be executed in any
number of counterparts, including by means of facsimile, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one and the same instrument.  The execution and delivery of this instrument
by facsimile of the signature of the party or an officer of a party shall
constitute due execution and delivery by that party and shall bind that party
to the terms and conditions contained herein.


 


Section 6.5.  Enforcement.
This Agreement and any claim related directly or indirectly to 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.  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.


 


Section 6.6.  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.


 


Section 6.7.  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 any of the Crown Parties:


 


Crown Limited


8 Whiteman Street


Southbank, Victoria 3006


Australia


Attn:  Company Secretary


Facsimile:  + 61 3 9292 8815


 


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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 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


 


If
to CCR:


 


Cannery Casino Resorts, LLC


9107 West Russell Road


Las Vegas, Nevada 
89148


Attn: 
Managers


Facsimile: 
(702) 856-5101


 


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


 


9

















 


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).


 


Section 6.8.  Assignment. 
None of the Crown Parties may assign any of their rights or obligations under
this Agreement without the prior written consent of the Current Equityholders
and CCR and any purported assignment without such consent shall be void.  None of the Current Equityholders or CCR may
assign any of their respective rights or obligations under this Agreement
without the prior written consent of the Crown Parties and any purported
assignment without such consent shall be void.


 


Section 6.9.  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.


 


Section 6.10.  Entire
Agreement; No Third-Party Beneficiaries.  This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
of this Agreement, and supersedes all other prior (but not subsequent)
agreements and understandings, both written and oral, between the parties, or
any of them, with respect to the subject matter of this Agreement and thereof; provided
however, that the obligations of the parties set forth in the
Confidentiality Agreement, the Option Agreement, the Preferred Purchase
Agreement, the Escrow Agreement and the Revised Operating Agreement shall not
be superseded and shall remain in full force and effect. Each party hereto
acknowledges and agrees that each of the non-party Released Persons are express
third party beneficiaries of the releases of such non-party Released Persons
contained in Sections 5.1, 5.2 and 5.3, covenants not to
sue contained in Section 5.4 of this Agreement and are entitled to
enforce rights under such sections to the same extent that such non-party Released
Persons could enforce such rights if they were a party to this Agreement.  Except as provided in the preceding sentence,
(a) there are no third party beneficiaries to this Agreement, (b) this
Agreement is not otherwise intended to and shall not otherwise confer upon any
Person other than the parties any rights or remedies in this Agreement, and (c) this
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their respective successors
and permitted assigns.


 


Section 6.11.  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.


 


Section 6.12.  Amendments.  This Agreement may only be amended by a
written document signed by the Current Equityholders, CCR and the Crown
Parties.  Until such an amendment is
signed by both parties, any other agreements, understandings, writings or oral
promises or representations that are at odds with the terms of this Agreement
will 


 


10

















 


be
of no effect and will not in any way be binding upon the parties.


 


Section 6.13.  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)           any references herein to a particular
Section, Article, Exhibit or Schedule means a Section or Article of,
or an Exhibit or Schedule to, this Agreement unless another agreement is
specified;


 


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


 


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


 


Section 6.14.  Representation
by Counsel; Mutual Drafting.  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.


 


Section 6.15.  Specific
Performance.  The parties hereto agree that money damages or other
remedy at law would not be sufficient or adequate remedy for any breach or
violation of, or default under, this Agreement by them and that in addition to
all other remedies available to them, each of them shall be entitled to the
fullest extent permitted by law to an injunction restraining such breach,
violation or default and to other equitable relief, including specific
performance, with bond or other security being required.


 


Section 6.16.  Further
Assurances and Cooperation.  Each
party hereby agrees that it will take any action and execute any further
documentation as may be reasonably necessary and appropriate to fulfill the
purposes expressed in this Agreement and to perform its terms and conditions.


 


11

















 


[Signature Pages Follow]


 


12

















 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
and delivered as of the date 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)

  



 

















 


CANNERY CASINO RESORTS, LLC


 


 


	
  By:

  	
  /s/
  William J, Paulos

  	
   

  
	
   

  	
  Name:

  	
  William
  J. Paulos

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Person

  	
   

  



 


 


 


	
  By:

  	
  /s/
  William C. Wortman

  	
   

  
	
   

  	
  Name:

  	
  William
  C. Wortman

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Person

  	
   

  



 

















 


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