ex10-1.htm


    PURCHASE
AGREEMENT

     

    THIS PURCHASE AGREEMENT made
as of November 6, 2009 (the “Agreement”)

     

    BETWEEN:

     

    GRANT THORNTON LIMITED in its
capacity as interim receiver and receiver and manager of EGC Holdings Ltd. and
not in its personal capacity

    (“Receiver”)

     

    AND:                      CENTURY CASINOS EUROPE
GMBH

    (“Purchaser”)

     

    WHEREAS:

     

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

     

    B. Pursuant
to an order of the Court made June 24, 2009 (the “Receivership Order”) in
British Columbia Supreme Court Action No. S092767, Vancouver Registry (the
“Proceedings”), Receiver
was appointed the interim receiver and receiver and manager of all of the
assets, property and undertaking of certain Canadian affiliates of Evergreen,
being EGC Holdings Ltd. (“EGC
Holdings”), EGC Properties Ltd. (“EGC Properties”) and Frank
Sisson’s Silver Dollar Ltd. (“Silver Dollar”), and the
Receiver replaced Deloitte & Touche, Inc. as the Monitor of those companies
pursuant to an Order of the Court made July 3, 2009;

     

    C. Silver
Dollar owns and operates a casino in Calgary, Alberta (the “Casino”), comprising
approximately 92,470 square feet, which includes a 500-slot machine casino, a
38-lane bowling alley, approximately 20,000 square feet of entertainment venue
and a variety of food, beverage and entertainment outlets;

     

    D. EGC
Properties owns the approximately 6.99 acres of land, and the buildings thereon,
located at 1010 42nd
Avenue S.E., Calgary, Alberta, at 1007 42nd
Avenue S.E., Calgary, Alberta, and at 4412 – 9th
Street S.E., Calgary, Alberta (collectively, the “Real Property”) on and in
which the Casino is located, and which Real Property is more particularly
described in Exhibit
1 attached hereto;

     

    E. EGC
Holdings owns 51 Class A common shares and 49 Class B common shares in the
capital of Silver Dollar and 1,000 Class A common shares and 51,488 Class D
preferred shares in the capital of EGC Properties (all of such shares
collectively the “Shares”); and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    F. Receiver,
in its capacity as interim receiver and not in its own capacity, has agreed to
sell to Purchaser, and Purchaser has agreed to purchase from Receiver, the
Shares on the terms and conditions set out in this Agreement.

     

    IN CONSIDERATION of the mutual
agreements in this Agreement and subject to the terms and conditions specified
in this Agreement, the Parties agree as follows:

     

    1. Interpretation.

     

    1.1 In this
Agreement, including the recitals and the exhibits and schedules, the following
words and expressions have the following meanings unless the context otherwise
requires:

     

    
      	
              (a)  

            	
              “AGLC” means the Alberta
      Gaming and Liquor Commission;

            


    

     

    
      	
              (b)  

            	
              “Agreed Accounting
      Principles” means Canadian GAAP, subject to normal year-end
      adjustments and except that such balance sheets do not contain footnotes,
      as such principles were applied in the preparation of the May 31, 2009
      balance sheet of EGC Holdings, a copy of which is attached hereto as
      Schedule “A”; provided,
      however, that solely for purposes of making the calculations
      provided for in Section 3, the Intercompany Indebtedness (and all interest
      thereon), all other indebtedness of either Subsidiary that is compromised
      pursuant to the Plans of Arrangement, the compromise of the Intercompany
      Indebtedness and such other indebtedness pursuant to the Plans of
      Arrangement, and all related tax items, shall be excluded from the
      definition of, and shall not constitute, Current
    Liabilities.

            


    

     

    
      	
              (c)  

            	
              “Applicant Disclosure
      Forms” means the AGLC application forms attached collectively
      hereto as Schedule “B”;

            


    

     

    
      	
              (d)  

            	
              “Assets” means all of the
      assets owned by the Subsidiaries in connection with the Undertaking,
      including but not limited to the Real
Property;

            


    

     

    
      	
              (e)  

            	
              “Business Day” means any day
      except Saturdays, Sundays and statutory holidays in Vancouver, British
      Columbia;

            


    

     

    
      	
              (f)  

            	
              “Claim” has the meaning
      specified in Schedule “C” attached
hereto;

            


    

     

    
      	
              (g)  

            	
              “Closing” means the
      completion of the sale to and purchase by Purchaser of the Shares for the
      Purchase Price;

            


    

     

    
      	
              (h) 

            	
              “Closing Date” means the date on
      which the Closing occurs;

            


    

     

    
      	
              (i)  

            	
              “Current Assets” means,
      as to each Subsidiary, cash, accounts receivable, inventory, deposits and
      prepaid expenses and other current assets, all calculated in accordance
      with the Agreed Accounting Principles; provided, however, that
      for purposes of calculating Current Assets, prepaid expenses that do not
      provide any benefit for Silver Dollar’s operations after the Plan
      Implementation Date shall be excluded; provided, further, that
      prepaid expenses that do provide benefit for Silver Dollar’s operations
      after the Plan Implementation Date shall include, but not be limited to,
      license fees, bowling services, bowling parts and business
      taxes;

            


    

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	
              (j) 

            	
              “Current Liabilities”
      means accounts payable, accrued expenses, municipal property tax arrears,
      jackpot liabilities and other current liabilities, all calculated in
      accordance with the Agreed Accounting Principles, but excluding any such
      items relating to liabilities and obligations to be compromised on or
      prior to the Plan Implementation Date pursuant to the Plans of
      Arrangement;

            


    

     

    
      	
              (k)  

            	
              “Due Diligence Period”
      means the period commencing on the Effective Date and ending on November
      30, 2009, the date that is fifteen (15) Business Days after the Effective
      Date;

            


    

     

    
      	
              (l)  

            	
              “Effective Date” means
      the date first written above;

            


    

     

    
      	
              (m)  

            	
              “Encumbrances” means all
      security interests, trusts, liens, charges and other interests, statutory
      or otherwise, encumbering the
Shares;

            


    

     

    
      	
              (n)  

            	
              “Fortress” means Fortress
      Credit Corp. as agent for Fortress Credit Opportunities I, L.P. and
      Fortress Credit Funding II, L.P.;

            


    

     

    
      	
              (o)  

            	
              “Fortress Indemnity”
      means an indemnity agreement in the form of Schedule “E” attached
      hereto;

            


    

     

    
      	
              (p)  

            	
              “Fortress Release” means
      a release and acknowledgement, duly executed by Fortress, pursuant to
      which Fortress acknowledges and agrees that upon consummation of the
      Closing, the Subsidiaries will have no further obligation or liability
      whatsoever (whether absolute, contingent or otherwise) to (i) Fortress,
      (ii) any affiliate of Fortress, or (iii) any person or party for whom
      Fortress or any affiliate of Fortress has acted as agent or
      trustee;

            


    

     

    
      	
              (q)  

            	
              “Indemnitor” means
      Fortress Credit Corp. as agent for the parties specified in the Fortress
      Indemnity;

            


    

     

    
      	
              (r)  

            	
              “Intercompany
      Indebtedness” means any and all indebtedness of either Subsidiary
      to EGC Holdings, Evergreen or any other affiliate of
      Evergreen;

            


    

     

    
      	
              (s)  

            	
              “Parties” means Receiver
      and Purchaser, and “Party” means either one
      of them;

            


    

     

    
      	
              (t) 

            	
              “Permit” means a permit,
      license or other authorization or approval issued by a governmental
      authority and required in the operation of the
  Undertaking;

            


    

     

    
      	
              (u) 

            	
              “Permitted Liens” means
      security interests, mortgages, liens and encumbrances directly related to
      the Purchaser Approved Retained
Liabilities;

            


    

     

    
      	
              (v)  

            	
              “Plan Implementation Date”
      has the meaning ascribed to that term in Schedule “C” attached
      hereto;

            


    

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	
              (w)  

            	
              “Purchaser Approved Retained
      Liabilities” means those contracts, leases, licenses and other
      obligations and liabilities binding on the Subsidiaries or their
      respective Assets that Purchaser wishes to survive the Plan Implementation
      Date;

            


    

     

    
      	
              (x)  

            	
              “Representatives” means,
      with respect to any party, any officer, director or employee of, or any
      attorney, solicitor, accountant, consultant or other advisor or
      representative, of such party;

            


    

     

    
      	
              (y)  

            	
              “Subsidiaries” means EGC Properties and
      Silver Dollar;

            


    

     

    
      	
              (z)  

            	
              “Undertaking” means the
      ownership and operation of the Casino and the Real Property;
      and

            


    

     

    
      	
              (aa)  

            	
              “Working Capital” means,
      as to each Subsidiary, the difference (positive or negative), if any,
      between Current Assets and Current
Liabilities.

            


    

     

    1.2 Each of
the following terms is defined in the Section set forth opposite such term
below:

    


    
      
        	
                Term

              	
                Section

              
	
                Accountants

              	
                3.6(c)

              
	
                Actual
      Working Capital

              	
                3.6(d)

              
	
                Adjustment
      Amount

              	
                3.6(e)

              
	
                Adjustment
      Payment Date

              	
                3.6(e)

              
	
                Agreement

              	
                Preamble

              
	
                Base
      Amount

              	
                3.1

              
	
                Break-up
      Fee

              	
                6.5

              
	
                Casino

              	
                Recital
      C

              
	
                Certificate

              	
                3.6(b)

              
	
                CCAA

              	
                Recital
      A

              
	
                Court

              	
                Recital
      A

              
	
                Deposit

              	
                3.1(a)

              
	
                DSOF
      LP

              	
                12.1

              
	
                DSOF
      Ltd.

              	
                12.1

              
	
                EGC
      Holdings

              	
                Recital
      B

              
	
                EGC
      Properties

              	
                Recital
      B

              
	
                Estimated
      Closing Balance Sheets

              	
                3.6(a)

              
	
                Estimated
      Working Capital

              	
                3.6(a)

              
	
                Evergreen

              	
                Recital
      A

              
	
                Final
      Closing Balance Sheets

              	
                3.6(b)

              
	
                Final
      Order

              	
                10.5

              
	
                Final
      Working Capital

              	
                3.6(b)

              
	
                Gaming
      Approval

              	
                11.1(d)

              
	
                Gaming
      License

              	
                11.1(d)

              
	
                List

              	
                10.4

              
	
                Meeting
      and Claims Process Order

              	
                10.5

              
	
                Monitor

              	
                Recital
      A

              
	Mutual
      Conditions        	11.1


      

       

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      
        	
                Objection
      Notice

              	
                3.6(c)

              
	
                Plans
      of Arrangement

              	
                10.5

              
	
                Proceedings

              	
                Recital
      B

              
	
                Purchase
      Price

              	
                3.1

              
	
                Purchaser

              	
                Preamble

              
	
                Purchaser’s
      Conditions

              	
                12.1

              
	
                Real
      Property

              	
                Recital
      C

              
	
                Receiver

              	
                Preamble

              
	
                Receiver’s
      Conditions

              	
                13.1

              
	
                Receivership
      Order

              	
                Recital
      B

              
	
                Restricted
      Contract

              	
                3.4

              
	
                Section
      3.1(b) Amount

              	
                3.3

              
	
                Section
      3.1(b) Payment

              	
                3.1(b)

              
	
                Shares

              	
                Recital
      E

              
	
                Silver
      Dollar

              	
                Recital
      B

              
	
                Transfer
      Taxes

              	
                17.1

              
	
                Vesting
      Order

              	
                11.1(a)

              


      

    

    


     

    1.3 The
following rules of interpretation apply throughout this Agreement:

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              Whenever
      used herein, the singular shall include the plural, the plural shall
      include the singular, and the use of any gender shall be applicable to
      both genders.

            


    

     

    
      	
              (d)  

            	
              Unless
      otherwise specified, all references to monetary amounts are to the
      currency of Canada.

            


    

     

    
      	
              (e)  

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

            


    

     

    
      	
              (f)  

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

            


    

     

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    1.4 The
following schedules and exhibits are attached to and form part of this
Agreement:

    


    
      	
              Schedule

            	
              Title

            
	
              A

            	
              EGC
      Holdings Ltd. May 2009 Balance Sheet

            
	
              B

            	
              Applicant
      Disclosure Forms

            
	
              C

            	
              Plans
      of Arrangement

            
	
              D

            	
              Vesting
      Order

            
	
              E

            	
              Indemnity
      Agreement

            


    

    


    


    
      	
              Exhibit

            	
              Title

            
	
              1

            	
              Legal
      Description(s) of Real Property

            
	
              2

            	
              Accounting
      Arbitration Procedures

            


    

    


     

    2. Sale
And Purchase

     

    2.1 Subject
to the terms and conditions of this Agreement and on the basis of the
representations and warranties set forth herein, Receiver agrees to sell, assign
and transfer to Purchaser, and Purchaser agrees to purchase from Receiver, the
Shares.

     

    3. Purchase
Price and Payment; Allocation of Purchase Price; Adjustment; Preservation of
Liens; Proceeds Held for Benefit of Creditors

     

    3.1 The
aggregate purchase price to be paid by Purchaser to Receiver for the Shares (the
“Purchase Price”) shall
be (i) Eleven Million Two Hundred Thousand U.S. Dollars (U.S. $11,200,000) (the “Base Amount”) plus or minus
(ii) the Adjustment Amount (as hereinafter defined), to be paid as
follows:

     

    
      	
              (a)  

            	
              Concurrently
      with the execution and delivery hereof, Purchaser shall pay to Receiver’s
      solicitors, by wire transfer of immediately available funds to an account
      designated by the Receiver’s solicitors, an amount equal to One Million
      Dollars (U.S. $1,000,000) (including any interest accrued thereon, the
      “Deposit”);

            


    

     

    
      	
              (b)  

            	
              Within
      three (3) Business Days after the satisfaction of all of the conditions
      specified in Sections 11.1(a) through and including Section 11.1(f),
      Purchaser shall pay to Receiver’s solicitors, by wire transfer of
      immediately available funds to an account designated by the Receiver’s
      solicitors, an amount equal to the Base Amount less the amount of the
      Deposit as of the date such payment is made (the “Section 3.1(b)
      Payment”);

            


    

     

    
      	
              (c)  

            	
              At
      the Closing, the aggregate amount paid by Purchaser to Receiver’s
      solicitors pursuant to Sections 3.1(a) and (b) shall be paid by Receiver’s
      solicitors to Receiver, by wire transfer of immediately available funds;
      and

            


    

     

    
      	
              (d)  

            	
              The
      Adjustment Amount shall be paid as specified in Section
    3.6.

            


    

     

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    3.2 The
Purchase Price shall be allocated among the Shares in accordance with the
respective fair market values thereof as agreed to in writing by Purchaser and
Receiver prior to Closing; provided, however, that if
Receiver and Purchaser cannot so agree, then the dispute shall be submitted to
Deloitte & Touche LLP, chartered accountants (except as otherwise provided
in Exhibit 2
attached hereto, the “Accountants”), and resolved by
the Accountants pursuant to the provisions of Exhibit 2.  Receiver and
Purchaser (i) shall each complete all tax returns, designations and elections in
a manner consistent with the allocation agreed to by Purchaser and Receiver as
provided above, (ii) shall otherwise follow such allocation for all tax purposes
on and subsequent to the Closing Date, and (iii) shall not take any position for
tax purposes inconsistent with such allocation.  If such allocation is
disputed by any taxation or other governmental authority, the party receiving
notice of such dispute will promptly notify the other party and the parties will
use commercially reasonable efforts to sustain such allocation.  The
parties will share information and cooperate to the extent reasonably necessary
to permit the transactions contemplated by this Agreement to be properly, timely
and consistently reported for tax purposes.

     

    3.3 The
amounts paid by Purchaser pursuant to Sections 3.1(a) and 3.1(b) shall be
deposited by Receiver’s solicitors in an interest-bearing account and held by
Receiver’s solicitors in trust as a deposit (in the case of the amount paid
pursuant to Section 3.1(a)) or as the balance of a purchase price (in the case
of the Section 3.1(b) Payment)) pending the completion or termination of this
Agreement.  If the Closing occurs, any interest earned on the amount
so paid by Purchaser shall have accrued for the benefit of Purchaser and the
entire Deposit, the Section 3.1(b) Payment and all interest on the Section
3.1(b) Payment accrued on the Section 3.1(b) Payment (the Section 3.1(b) Payment
and such interest the “Section
3.1(b) Amount”) shall be credited on the Closing Date on account of the
Purchase Price in accordance with the provisions herein (with any amount held by
Receiver’s solicitors in excess of the Purchase Price on account of interest
earned thereon being paid by Receiver’s solicitors to Purchaser at the
Closing).  If Purchaser duly exercises its right set out in Section
10.2 to terminate this Agreement by written notice to Receiver on or before the
close of business on the final day of the Due Diligence Period, this Agreement
will terminate and Receiver’s solicitors shall pay the Deposit, without costs,
set-off or abatement, to Purchaser.  If Purchaser does not terminate
this Agreement in accordance with its terms on or prior to the expiration of the
Due Diligence Period but this Agreement is subsequently terminated prior to
Closing, the Deposit and the Section 3.1(b) Amount will be applied as specified
in Section 6.  If Receiver’s solicitors are notified by Receiver,
Purchaser or Fortress that such party disputes any proposed disposition of the
Deposit, the Section 3.1(b) Amount or any portion thereof by Receiver’s
solicitors, the amounts in dispute shall be paid into court by Receiver’s
solicitors by way of interpleader.

     

    3.4 To the
extent that any of the Assets are contracts, equipment leases, permits, licenses
or any other legal right for which consent is required from a third party or
government authority in connection with Receiver’s transfer or assignment to
Purchaser of the Shares (each a “Restricted Contract”),
Receiver discloses it has made no application to any such third party or
governmental authority for such consent, other than pursuant to Section
10.5.  Except as otherwise provided in Section 10.5, (i) Purchaser
shall be responsible, at its cost, for obtaining any consent required from a
third party or governmental authority with respect to the transfer or assignment
of a Restricted Contract resulting from the transfer of the Shares by Receiver
to Purchaser, and (ii) except for signing at the Closing any required transfer
or assignment documentation provided by Purchaser, Receiver shall have no
obligation to seek such consents and shall have no liability for any costs
relating to the request for consent or the transfer or assignment of a
Restricted Contract to Purchaser that may be deemed to occur as a result of the
sale of the Shares.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    3.5 The
Shares and the Assets (including but not limited to the Real Property) are
currently subject to perfected liens in favour of, and the Shares are currently
pledged to, Fortress.  All such liens on the Assets and the Shares
will attach to, and such liens will retain their existing priority as to, the
Deposit, the Section 3.1(b) Amount (if and when paid to Receiver’s solicitors)
and, following the Closing, the Purchase Price.  Following the
Closing,  Receiver will disburse the proceeds from the sale of the
Shares in accordance with the Final Order (as subsequently
defined).

     

    3.6 The
Adjustment Amount shall be calculated and paid as follows:

     

    
      	
              (a)  

            	
              Not
      more than five (5) Business Days prior to the scheduled Closing Date,
      Receiver shall in good faith prepare or cause to be prepared an estimated
      balance sheet of each Subsidiary determined as of 3:30 a.m. (Calgary time)
      on the Closing Date (the “Estimated Closing Balance
      Sheets”), which shall be prepared in accordance with the Agreed
      Accounting Principles, and an estimation of the Working Capital of each
      Subsidiary that Receiver estimates will exist as of as 3:30 a.m. (Calgary
      time) on the Closing Date (as to each Subsidiary, the “Estimated Working
      Capital”).  If the Estimated Working Capital of Silver
      Dollar plus the Estimated Working Capital of EGC Properties exceeds CDN
      $1.00, then in addition to the balance of the Base Amount, Purchaser shall
      pay to Receiver at the Closing an amount equal to such
      excess.  If the Estimated Working Capital of Silver Dollar plus
      the Estimated Working Capital of EGC Properties is less than CDN $1.00,
      Purchaser shall deduct from the balance of the Base Amount an amount equal
      to such deficiency.

            


    

     

    
      	
              (b)  

            	
              As
      promptly as practicable, but no later than thirty (30) days after the
      Closing Date, Purchaser will prepare in good faith, based upon the
      financial information included in the Subsidiaries’ records as theretofore
      delivered to Purchaser, and deliver to Receiver, a balance sheet of each
      Subsidiary determined as of 3:30 a.m. (Calgary time) on the Closing Date
      (the “Final Closing
      Balance Sheets”) and a certificate (the “Certificate”) setting
      forth Purchaser’s calculation of the Working Capital of each Subsidiary as
      of 3:30 a.m. (Calgary time) on the Closing Date (as to each Subsidiary,
      the “Final Working
      Capital”).  The Final Closing Balance Sheets will be
      prepared in accordance with the Agreed Accounting Principles on a basis
      consistent with the Estimated Closing Balance Sheets.  Purchaser
      will make available to Receiver and its accountants, solicitors and other
      advisors all records and work papers used in preparing the calculation of
      Final Working Capital, and Purchaser acknowledges that Receiver will
      consult with Fortress with respect to such
  calculation.

            


    

     

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              If
      within thirty (30) days following delivery of the Final Closing Balance
      Sheets and the Certificate, Receiver has not given Purchaser notice (an
      “Objection
      Notice”) of Receiver’s disagreement with one or both of the Final
      Closing Balance Sheets or the Certificate (which notice must contain a
      statement of the basis of Receiver’s disagreement and a reasonably
      detailed calculation of Receiver’s proposed Final Closing Balance Sheet
      and/or Final Working Capital if and to the extent that Receiver disagrees
      with Purchaser’s calculation of the same), which disagreement shall be
      limited to whether the preparation of the Final Closing Balance Sheets and
      the calculation of Final Working Capital for each Subsidiary was done in a
      manner consistent with the Agreed Accounting Principles and the terms of
      this Agreement and whether there were mathematical or factual errors in
      the preparation of either Final Closing Balance Sheet or the calculation
      of Final Working Capital of either Subsidiary), then the Final Working
      Capital reflected in the Closing Balance Sheets will be used in computing
      the Adjustment Amount.  If Receiver delivers an Objection Notice
      to Purchaser, Purchaser and Receiver will endeavor to resolve any
      disagreements noted in the Objection Notice in good faith as soon as
      practicable after the delivery of such Objection Notice.  If
      such parties do not obtain a final resolution within 30 days after
      Purchaser has received the Objection Notice, then the issues in dispute
      will be submitted to the Accountants for resolution pursuant to the
      provisions of Exhibit 2.

            


    

     

    
      	
              (d)  

            	
              The
      amount of Working Capital of each Subsidiary as of 3:30 a.m. (Calgary
      time) on the Closing Date as agreed to by Receiver and Purchaser or as
      determined by the Accountants, as applicable, shall be final and binding
      on all of the parties hereto and shall be deemed the “Actual Working Capital”
      for all purposes herein.

            


    

     

    
      	
              (e)  

            	
              On
      the third (3rd) Business Day following the final determination of the
      Actual Working Capital of each Subsidiary (the “Adjustment Payment
      Date”), either (i) Purchaser shall pay to Receiver an amount equal
      to the amount, if any, by which the Actual Working Capital of Silver
      Dollar plus the Actual Working Capital of EGC Properties exceeds the sum
      of the Estimated Working Capital of Silver Dollar plus the Estimated
      Working Capital of EGC Properties, or (ii) Receiver shall pay to Purchaser
      an amount equal to the amount, if any, by which the Estimated Working
      Capital of Silver Dollar plus the Estimated Working Capital of EGC
      Properties exceeds the sum of the Actual Working Capital of Silver Dollar
      plus the Actual Working Capital of EGC Properties.  The amount
      paid by Receiver to Purchaser or by Purchaser to Receiver pursuant to this
      Section 3.6(e) is herein referred to as the “Adjustment
      Amount”.  All payments will be made together with
      interest at an annual rate of five percent (5%), calculated on the basis
      of a 365-day year and compounded daily beginning on the Closing Date and
      ending on the date of payment.  Payments must be made in
      immediately available funds.  Payments to Receiver shall be made
      by wire transfer to an account as designated by the
      Receiver.  Payments to Purchaser shall be made by wire transfer
      to an account as designated by
Purchaser.

            


    

     

    
      	
              (f)  

            	
              Notwithstanding
      the provisions of Section 3.6(e), if any amount payable by Receiver to
      Purchaser pursuant to Section 3.6(e) is instead paid to Purchaser by
      Indemnitor pursuant to Section 1 of the Fortress Indemnity, then upon the
      making of such payment by Indemnitor, Receiver shall have no further
      obligation to pay such amount to Purchaser pursuant to this Section
      3.6.

            


    

     

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    4. Applicant
Disclosure

     

    4.1 Within
five Business Days after the execution and delivery of this Agreement to
Receiver, Purchaser shall (i) complete the Applicant Disclosure Forms and
deliver the same to the AGLC;
and (ii) concurrently with such delivery to the AGLC, deliver to Receiver
a true and complete copy of such Applicant Disclosure Forms; provided, however, that
Purchaser may redact from the copies thereof delivered to Receiver personal
information of Purchaser’s directors and officers.

     

    5. Risk

     

    5.1 The
Shares and Assets shall be at the risk of Receiver up to but not including the
Closing and shall be at the risk of Purchaser from the time of Closing and
thereafter.

     

    6. Termination

     

    6.1 Without
limiting the termination right provided in Section 10.2, this Agreement may be
terminated prior to the Closing as follows:

     

    
      	
              (a)  

            	
              Purchaser
      may terminate this Agreement with the express written consent of Receiver,
      and Receiver may terminate this Agreement with the express written consent
      of Purchaser;

            


    

     

    
      	
              (b)  

            	
              Receiver
      may terminate this Agreement if there has been a material default under or
      material breach of any representation, warranty or covenant of Purchaser
      contained in this Agreement, which default or breach shall be incapable of
      being cured or, if capable of being cured, shall not have been cured by
      the earlier of (i) the tenth (10th) day following receipt by Purchaser of
      written notice of such default or breach (specifying in reasonable detail
      the claimed default or breach and demanding its cure or satisfaction) or
      (ii) March 31, 2010;

            


    

     

    
      	
              (c)  

            	
              Receiver
      may terminate this Agreement if the Closing has not occurred on or before
      March 31, 2010; provided, however, that
      if the Closing has not occurred on or before such date due to a material
      breach by Receiver of any representations, warranties, covenants or
      agreements contained in this Agreement, then Receiver may not terminate
      this Agreement pursuant to this Section
6.1(c);

            


    

     

    
      	
              (d)  

            	
              Receiver
      may terminate this Agreement if the consummation of this Agreement would
      violate any non-appealable final order, decree or judgment of any court or
      other governmental authority having jurisdiction, other than an order or
      decree of the Court described in Section 6.1(f); provided, however,
      that if such order, decree or judgment was entered due to a material
      breach by Receiver of any representations, warranties, covenants or
      agreements contained in this Agreement, then Receiver may not terminate
      this Agreement pursuant to this Section
6.1(d);

            


    

     

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    
      	
              (e)  

            	
              Receiver
      may terminate this Agreement if Purchaser fails to use commercially
      reasonable efforts to obtain as soon as practicable all Permits necessary
      to consummate the transactions contemplated by this Agreement including,
      without limitation, all regulatory approvals and consents needed from the
      AGLC and any other municipal, provincial or federal governmental
      entities;

            


    

     

    
      	
              (f)  

            	
              Receiver
      may terminate this Agreement if the Court approves a transaction by
      Receiver with a party other than Purchaser which transaction would prevent
      the consummation of the transactions contemplated by this
      Agreement;

            


    

     

    
      	
              (g)  

            	
              Purchaser
      may terminate this Agreement if
      there has been a material default under or material breach of any
      representation, warranty or covenant of Receiver contained in this
      Agreement, which default or breach shall be incapable of being cured or,
      if capable of being cured, shall not have been cured by the earlier of (i)
      the tenth (10th) day following receipt by Receiver of written notice of
      such default or breach (specifying in reasonable detail the claimed
      default or breach and demanding its cure or satisfaction) or (ii) March
      31, 2010;

            


    

     

    
      	
              (h)  

            	
              Purchaser
      may terminate this Agreement if the Closing has not occurred on or before
      March 31, 2010; provided, however, that
      if the Closing has not occurred on or before such date due to a material
      breach by Purchaser of any representations, warranties, covenants or
      agreements contained in this Agreement, then Purchaser may not terminate
      this Agreement pursuant to this Section 6.1(h);
  and

            


    

     

    
      	
              (i)  

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

            


    

     

    Any
termination of this Agreement pursuant to this Section 6.1 shall be effected by
written notice given by the terminating Party to the other Party, and shall be
effective upon delivery of such notice.

     

    6.2 Upon any
termination of this Agreement pursuant to Section 6.1, the Deposit and (if then
held by Receiver’s solicitors) the Section 3.1(b) Amount shall be applied as
follows:

     

    
      	
              (a)  

            	
              Upon
      a termination of this Agreement pursuant to Section 6.1(a), the Deposit
      and (if then held by Receiver’s solicitors) the Section 3.1(b) Amount
      shall be paid to such party or parties as Purchaser and Receiver shall
      agree upon;

            


    

     

    
      	
              (b)  

            	
              Upon
      a termination of this Agreement pursuant to Section 6.1(b), the Deposit
      shall be paid to Receiver and
      the Section 3.1(b) Amount, if then held by Receiver’s solicitors, shall be
      paid to Purchaser; or

            


    

     

    
      	
              (c)  

            	
              Upon
      a termination of this Agreement pursuant to any other section of Section
      6.1, the Deposit and (if then held by Receiver’s solicitors) the Section
      3.1(b) Amount shall be paid to
Purchaser.

            


    

     

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    Upon a
termination of this Agreement pursuant to this Section 6, payment and delivery
of the Deposit and (if then held by Receiver’s solicitors) the Section 3.1(b)
Amount as provided in this Section 6 will be (except as otherwise provided in
Sections 6.4, 6.5 and 6.6) the sole and exclusive remedy of the parties under
this Agreement.  The parties acknowledge that in determining the
amount of the Deposit and the disposition of the Deposit and the Section 3.1(b)
Amount upon termination of this Agreement prior to the Closing, the parties took
into account, among other things, the fact that an extended period of time will
occur between the signing of this Agreement and the Closing and that it is
inherently uncertain whether the Gaming Approval and the other Permits required
in the operation of the Undertaking will be obtained by
Purchaser.  The parties have agreed that the actual damages in the
event of a termination of this Agreement would be extremely difficult or
impractical to determine.  The parties acknowledge that the Deposit
has been agreed upon, after negotiation, as the reasonable estimate of the
Receiver’s damages in the event of a termination of this Agreement by such Party
pursuant to Section 6.1(b).

     

    6.3 In the
event of termination of this Agreement for any reason prior to the
Closing:  (i) each Party shall redeliver all documents, work papers
and other material of the other Party relating to the transactions contemplated
hereby, whether obtained before or after the execution hereof, to the Party
furnishing the same (other than such documents, work papers or other material
relevant to determination of the existence of the right to terminate under
Section 6.1); and (ii) except as otherwise provided in this Section 6 and in
Sections 7.1(d), 8.1(i) and 9.2, all obligations of the Parties under this
Agreement shall terminate and there shall be no liability of either Party hereto
to the other Party.

     

    6.4 Nothing
in this Section 6 is intended to limit the remedies of injunction and specific
performance, which shall remain available to the Parties.

     

    6.5 If this
Agreement is terminated by Receiver pursuant to Section 6.1(f), then Receiver
promptly thereafter shall, from the proceeds of such other transaction paid to
Receiver (if such other proposed transaction is consummated) or from the assets
of EGC Holdings and the Subsidiaries or other assets subject to the Receivership
Order, (i) reimburse Purchaser for Purchaser’s reasonable out-of-pocket costs
and expenses (including but not limited to the fees and expenses of Purchaser’s
solicitors and accountants) incurred in connection with the preparation and
negotiation of this Agreement and the transactions provided for herein; provided, however, that the
amount subject to reimbursement pursuant to this clause (i) shall not exceed CDN
$100,000 and (ii) pay to Purchaser, in cash, a fee (the “Break-up Fee”) equal to CDN
$1,000,000.

     

    6.6 If this
Agreement is terminated by Purchaser pursuant to Section 6.1(g), then Receiver
promptly thereafter shall, from the assets of EGC Holdings and the Subsidiaries
or other assets subject to the Receivership Order, reimburse Purchaser for
Purchaser’s reasonable out-of-pocket costs and expenses (including but not
limited to the fees and expenses of Purchaser’s solicitors and accountants)
incurred in connection with the preparation and negotiation of this Agreement
and the transactions provided for herein; provided, however, that the
amount subject to reimbursement pursuant to this Section 6.6 shall not exceed
CDN $100,000.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    7. Receiver’s
Representations and Warranties

     

    7.1 Receiver,
in its capacity as such and not in its personal capacity, represents and
warrants to Purchaser that, as of the Effective Date and the Closing
Date:

     

    
      	
              (a)  

            	
              Receiver
      and EGC Holdings are not non-residents of Canada within the meaning of
      Section 116 of the Income Tax Act (Canada);
and

            


    

     

    
      	
              (b)  

            	
              Receiver
      is the duly appointed interim receiver and receiver and manager of all of
      the assets and undertakings of EGC Holdings and the Subsidiaries, and,
      pursuant to the powers granted to it under the Receivership Order, had the
      right to seek the Meeting and Claims Process Order and has the right to
      sell the Shares and to seek the Final Order and the Vesting
      Order;

            


    

     

    
      	
              (c)  

            	
              Receiver
      has not incurred any obligations that attach to the Shares, other than
      those obligations, if any, that will be fully discharged at the Plan
      Implementation Date; and

            


    

     

    
      	
              (d)  

            	
              neither
      Receiver nor its agents have incurred as a result of the action of
      Receiver or its agents any obligation or liability, contingent or
      otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement (other than fees and
      expenses payable to HLT Advisory, which shall be paid by Receiver), and
      Receiver will indemnify and hold Purchaser harmless from any such payment
      alleged to be due by or through Receiver as a result of the action of
      Receiver or its agents, which indemnification will survive the Closing or
      the termination of this Agreement.

            


    

     

    7.2 Except
for the representations and warranties set out in Section 7.1, Receiver makes no
representations or warranties whatsoever, whether written or oral, to Purchaser
regarding Receiver, the Subsidiaries, the Shares, the Real Property, the other
Assets, the Undertaking or any other matter, and by virtue of a sale of the
Shares, the Assets will be indirectly transferred, to Purchaser on an “as-is,
where is” basis.  Purchaser has not relied upon, and will not rely
upon, any representation or warranty of Receiver, or any other person, except as
expressly set forth in this Section 7, and is responsible to satisfy itself
through its own investigations to verify the ownership, condition and state of
the Shares and the Assets.

     

    8. Purchaser's
Representations and Warranties

     

    8.1 Purchaser
represents and warrants to Receiver that, as of the Effective Date and the
Closing Date:

     

    
      	
              (a)  

            	
              it
      is a non-resident of Canada for the purposes of the Income Tax Act
      (Canada);

            


    

     

    
      	
              (b)  

            	
              it
      is duly organized, validly existing and in good standing under the laws of
      the jurisdiction of its
incorporation;

            


    

     

    
      	
              (c)  

            	
              it
      has the power and authority to enter into this Agreement and to perform
      its obligations hereunder;

            


    

     

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              its
      execution and performance of this Agreement does not violate any lawful
      obligation applicable to it or its assets, including without limitation
      any applicable laws, any provision of its constating documents, any
      contract to which it is a party or any order or judgment of a court of
      competent jurisdiction;

            


    

     

    
      	
              (e)  

            	
              the
      information to be provided by Purchaser in the Applicant Disclosure Forms
      delivered to the AGLC will be complete and accurate in all
      respects;

            


    

     

    
      	
              (f)  

            	
              it
      will have on the Closing Date (and it together with its affiliates have on
      the Effective Date) all of the funds required in order to complete the
      transaction contemplated by this Agreement, on the terms contemplated in
      this Agreement;

            


    

     

    
      	
              (g)  

            	
              its
      obligations hereunder are legal, valid and binding, enforceable in
      accordance with their respective terms, subject to applicable bankruptcy
      or similar laws affecting creditors’ rights generally and subject, as to
      enforceability, to equitable principles of general application regardless
      of whether enforcement is sought in a proceeding in equity or at
      law;

            


    

     

    
      	
              (h)  

            	
              there
      is no action, claim, proceeding or governmental review in progress (or, to
      Purchaser’s knowledge, threatened) against Purchaser that challenges, or
      may have the effect of preventing, delaying, making illegal, or otherwise
      interfering with, any of the transactions contemplated by this
      Agreement; and

            


    

     

    
      	
              (i)  

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

            


    

    


    Receiver
acknowledges that Purchaser received in January 2009 from Capital West Partners,
acting as financial advisor to Evergreen, an “Investment Opportunity Executive
Summary” with respect to the opportunity to purchase assets or equity securities
of, and/or to provide financing to, Evergreen, and that Purchaser’s receipt of
such materials shall not be deemed “action of Purchaser or its agents” for
purposes of this Section 8.1(i).

     

    9. Purchaser’s
Acknowledgments

     

    9.1 Purchaser
acknowledges and agrees that:

     

    
      	
              (a)  

            	
              by
      purchasing the Shares, it will assume control over and ownership of the
      Undertaking and the Assets on an “as is, where is” basis on the Closing
      Date, and it is purchasing the Shares based entirely on its own
      inspections of the Undertaking;

            


    

     

    
      	
              (b)  

            	
              any
      forecasts or projections included in any due diligence or similar
      materials are not to be viewed as facts and that actual results achieved
      by the Subsidiaries or either of them during the period or periods covered
      by any such forecasts or projections may vary materially from those
      contained in such forecasts or projections;
and

            


    

     

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              neither
      Receiver nor any of its affiliates or representatives nor any other person
      will have or be subject to any liability to Purchaser or any other person
      resulting from the distribution to Purchaser or its representatives or
      Purchaser’s use of, any information or documents provided to Purchaser or
      its representatives pursuant to Purchaser’s investigation of the
      Undertaking, including any confidential memoranda distributed on behalf of
      Receiver relating to the Shares, the Subsidiaries or the Assets or other
      publications or data room information provided to Purchaser or its
      representatives in connection with the sale of the Shares and the
      transactions contemplated hereby.

            


    

     

    Without
limiting the generality of the foregoing, Purchaser acknowledges that Receiver
is not responsible for any defects relating to any of the Assets, whether or not
latent, which may exist as of the Closing Date.

     

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

     

    10. Purchaser’s
Due Diligence; Procedures re Plans of Arrangement and Court
Approval

     

    10.1 Prior to
the Due Diligence Period, Receiver has provided, and during the Due Diligence
Period Receiver will provide, to Purchaser all such information (including but
not limited to copies of relevant documents, financial information, agreements
and other contractual matters) as is within Receiver’s possession or control
respecting the Shares, the Undertaking and, the Assets and such access to the
personnel and premises of the Subsidiaries (including the Real Property) as
Purchaser may reasonably request from time to time (subject to reasonable
conditions thereon imposed by Receiver).  Purchaser acknowledges that
certain agreements to which either Subsidiary is a party may be subject to
obligations of confidentiality and cannot be provided to Purchaser unless and
until Receiver has received consents to such disclosure from the other parties
to such agreements.  Purchaser acknowledges and agrees that
notwithstanding anything herein to the contrary, no such investigation or
examination shall be permitted to the extent that it would (i) require Receiver
to disclose information that is subject to solicitor-client privilege, (ii)
violate any legal requirement or the provisions of any judgment, order or
regulation, or (iii) conflict with any confidentiality obligation to which
Receiver, EGC Holdings or the Subsidiaries are bound or may be
subject.  In taking any actions pursuant to this Section 10.1,
Purchaser and its representatives shall cooperate with Receiver and its
representatives, and Purchaser and its representatives shall use their
reasonable efforts to minimize any disruption to the Subsidiaries’
businesses.

    


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    Without
limiting the generality of the immediately preceding paragraph, commencing on
the Effective Date and continuing thereafter until the Closing or the earlier
termination of this Agreement, Purchaser and its agents and contractors shall
have the right, at Purchaser’s sole cost and expense, to enter onto and into the
Real Property at reasonable times and in a reasonable manner as agreed to with
Receiver prior to such entry (including but not limited to with Receiver’s
agents as escorts), for the purpose of making such tests and inspections as
Purchaser deems necessary in connection with this Agreement and as are otherwise
in accordance with this Agreement; provided, however, that
Purchaser shall not make any test in connection with a Phase II environmental
report or any other test that involves drilling, boring or similar intrusive or
invasive action on, in or under the Real Property without Receiver’s prior
written consent, which may be granted or withheld in Receiver’s sole and
absolute discretion. Purchaser shall not unreasonably disturb or annoy any other
Person then on or in the Real Property in the course of making such tests and
inspections.  Prior to commencement of any investigative activity on
the Real Property, Purchaser shall, at its sole cost and expense, obtain a
policy of comprehensive general liability insurance coverage covering any and
all liability of Purchaser with respect to or arising out of any work to be
performed by or for Purchaser as set forth in this Agreement, and Purchaser
shall thereafter maintain such insurance in force throughout the term of this
Agreement.  The policy of insurance shall have limits of not less than
CDN $2,000,000 combined single limit per occurrence, shall be issued by a
reputable insurance company qualified to do business in the Province of Alberta
and shall name Receiver as an additional named insured, and Purchaser shall
provide evidence to Receiver of such coverage prior to making any such test or
inspection.  After making such tests and inspections, Purchaser at
Purchaser’s cost shall restore the Property to substantially the same condition
as existed prior to such tests and inspections. Further, in the event Purchaser
fails to acquire the Shares pursuant this Agreement, Purchaser shall deliver to
Receiver, promptly after the same are received by Purchaser, copies of all
reports of the results of all tests, inspections and analyses of the Real
Property.  Purchaser hereby indemnifies and agrees to defend and hold
Receiver harmless from any loss, damage, cost or expense (including without
limitation attorneys’ and solicitors’ fees) incurred by Receiver by reason of,
any claim, mechanics lien, cause of action or liability arising out of any work
performed on the Real Property for or by Purchaser or any acts or omissions of
Purchaser or its agents or contractors on the Real Property, including but not
limited to any actual physical damage to the Real Property or injury to persons
caused by Purchaser or its agents or contractors in exercising its rights under
this Section 10.1.

    


    Receiver
will, at the request of Purchaser, reasonably cooperate with Purchaser, without
cost or liability to Receiver, in Purchaser’s dealings with the City of Calgary
and other government authorities and agencies with respect to the Assets and the
Shares, and will execute any documents reasonably required to enable Purchaser
to complete its due diligence as described in this Section 10.1; provided, however, that
Receiver shall not be obligated to incur any liability or obligation in
connection threrewith.

     

    10.2 If
Purchaser is not satisfied with the results of its due diligence in Purchaser’s
sole discretion, then at, or at any time before, 5:00 pm Vancouver time on the
final day of the Due Diligence Period, Purchaser may terminate this Agreement by
giving written notice of termination to Receiver.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    10.3 Purchaser
acknowledges and agrees that in connection with the Proceedings, (i) Receiver
has solicited offers from other prospective purchasers for the purchase of the
Shares in accordance with applicable law, (ii) other offers for the Shares
and/or the Assets may be presented to Receiver and/or the Court, and (iii) the
Court may approve a transaction with another party and Receiver may elect to
forego the transaction contemplated by this Agreement and enter into such other
transaction.  Notwithstanding the foregoing, (a) from and after the
date of this Agreement, unless and until this Agreement is terminated in
accordance with its terms, Receiver will not further solicit offers (or
negotiate any offer or expression of interest that heretofore has been, or
hereafter may be, received) to purchase the Shares or the Assets from parties
other than Purchaser; and (b) if another offer for the Shares and/or the Assets
at a purchase price higher than the Purchase Price is presented to Receiver,
Receiver will notify Purchaser of that fact, and Receiver will allow Purchaser
the opportunity to submit to Receiver and/or the Court an offer to purchase the
Shares and/or the Assets at a purchase price that exceeds the purchase price
offered by such other party.

     

    10.4 No later
than the expiration of the Due Diligence Period (or such earlier date as
Purchaser may notify Receiver in writing that Purchaser has completed
Purchaser’s due diligence investigation of the Undertaking and is waiving
Purchaser’s right to terminate this Agreement pursuant to Section 10.2),
Purchaser shall deliver to Receiver a true and complete list of the Purchaser
Approved Retained Liabilities (the “List”).  Receiver
acknowledges that the Purchaser Approved Retained Liabilities will not include the
Consulting Agreement dated October 2, 2007, as amended, between Silver Dollar
and Frank Sisson’s Silver Dollar Entertainment Ltd.

     

    10.5 Prior to
the Effective Date, Receiver has caused to be prepared, as to each Subsidiary, a
plan of arrangement (the “Plans
of Arrangement”) between that Subsidiary and its creditors pursuant to
the provisions of the CCAA, forms of which proposed plans are attached to this
Agreement as Schedule “C”.  Receiver has obtained an order of the
Court (the “Meeting and Claims
Process Order”) providing, among other things, that a meeting be convened
of the creditors of the Subsidiaries and that plans of arrangement in
substantially the forms attached to this Agreement as Schedule “C” be submitted
to the creditors for their approval.  Receiver shall use reasonable
commercial efforts to obtain the votes of the requisite majority of the
creditors for approval of each the Plans of Arrangement in the forms attached to
this Agreement as Schedule “C .  If the Plans of Arrangement are
approved by the Subsidiaries’ creditors at the meeting, Receiver shall apply to
the Court for (i) an order (the “Final Order”) that, among
other things, confirms the Plans of Arrangement as approved by the creditors and
directs the Receiver to make the payment or payments contemplated by Section 3.5
of each Plan of Arrangement, and (ii) an order (the “Vesting Order”) in
substantially the form attached to this Agreement as Schedule “D”, and shall
make all such other filings with other governmental authorities or the TSX
Venture Exchange, if any, as Receiver may be required to make by any applicable
law, rule or regulation or any requirement of the TSX Venture Exchange binding
on Receiver or the Subsidiaries.  Receiver is not entitled to disclose
the terms of this Agreement (including without limitation the amount of the
Purchase Price) until Receiver circulates materials in support of Receiver’s
application for the Vesting Order under the CCAA, which shall only be done
after, and if, the Plans of Arrangement are approved by the applicable
creditors.

    


    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    Other
than Receiver’s obligation to seek to obtain the foregoing court approvals and
consents, except as otherwise expressly provided herein, Receiver shall have no
other obligations regarding any liabilities or obligations (including without
limitation future or contingent liabilities or obligations) relating to the
Shares or the Subsidiaries; provided, however, that the
form of Vesting Order sought by the Receiver shall in all events include a
provision that the release of any claims of Fortress against the Subsidiaries
and the liens of Fortress in the Assets and the Shares is without prejudice to
and does not in any way adversely affect the claims of Fortress against, and the
liens of Fortress in the assets of, any of the other Evergreen
subsidiaries.

    
Purchaser
agrees that it will promptly take such actions as are reasonably requested by
Receiver to assist in obtaining the Final Order and the Vesting Order, including
(i) furnishing affidavits, non-confidential financial information, confidential
information subject to a reasonable form of confidentiality agreement or other
documents or information for filing with the Court for the purpose, among
others, of providing necessary assurances of performance by Purchaser under this
Agreement; and (ii) making Purchaser’s employees and representatives available
(at reasonable times and upon reasonable prior notice) to be interviewed by
Receiver’s solicitors and to testify before the Court.

     

    11. Mutual
Conditions Precedent

     

    11.1 The
obligations of Receiver to sell and deliver the Shares to Purchaser, and of
Purchaser to accept the Shares and to pay the Purchase Price to Receiver, on the
Closing Date will be subject to the following conditions precedent (the “Mutual Conditions”) being
fulfilled, performed or waived by each Party at or prior to
Closing:

     

    
      	
              (a)  

            	
              Receiver
      having obtained from the Court the Vesting Order, and the Vesting Order
      being substantially similar to the form of order attached hereto as
      Schedule “D”;

            


    

     

    
      	
              (b)  

            	
              Receiver
      having obtained from the Alberta Court of Queen’s Bench an order
      recognizing the Vesting Order and approving and affirming the transactions
      contemplated herein, including without limitation the vesting of the
      Shares as provided in the Vesting
Order;

            


    

     

    
      	
              (c)  

            	
              Receiver having obtained from the Court the Final
      Order, and the Final Order confirming Plans of Arrangement substantially
      similar to the forms of plans attached hereto as Schedule
    “C”;

            


    

     

    
      	
              (d)  

            	
              Each of the conditions precedent to the effectiveness
      of the Plans of Arrangement (including but not limited to the conditions
      precedent in Section 8.1 of each Plan of Arrangement) other than the
      consummation of the Closing having been
  satisfied;

            


    

     

    
      	
              (e)  

            	
              Purchaser having obtained from the AGLC either a
      licence to operate the Casino in substantially the manner, and on
      substantially the same terms and conditions, as the Casino is currently
      operated (the “Gaming
      Licence”) or the consent of the AGLC to the change in ownership of
      Silver Dollar, which consent is in substance approved by Purchaser, whose
      approval shall not be unreasonably withheld (obtaining the Gaming License
      or such consent “Gaming
      Approval”);

            


    

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

     

    
      	
              (f)  

            	
              There
      being no actions, claims, proceedings or governmental reviews in progress
      or pending that may affect the validity of the transactions contemplated
      hereby or that allege a competing claim to the ownership or control of the
      Shares or the Assets (including without limitation any appeal of, or any
      leave to appeal, the Final Order or the Vesting Order);
  and

            


    

     

    
      	
              (g)  

            	
              The
      21 calendar day statutory time for filing an appeal or application for
      leave to appeal of the Final Order and the 21 calendar day statutory time
      for filing an appeal or application for leave to appeal of the Vesting
      Order shall have expired.

            


    

    


    For
purposes of this Section 11.1:

    


    (i) a Plan of Arrangement shall be
deemed “substantially
similar” to the corresponding form of plan attached hereto as Schedule
“C” if and only if such Plan of Arrangement as submitted to the applicable
creditors and confirmed by the Court provides for the discharge of all material
liabilities, obligations and encumbrances of or binding upon the applicable
Subsidiary and its assets (other than, for the avoidance of doubt, Permitted
Liens) that are set forth in said Schedule “C” as to be so discharged and that
the applicable Subsidiary is to be released from all claims, liabilities and
obligations to all persons except Unaffected Creditors (as defined in the form
of such plan attached hereto as Schedule “C”) as of the “Effective Date” (as
therein defined) of such Plan of Arrangement; and

    


    (ii) the Vesting Order shall be deemed
“substantially similar”
to Schedule “D” attached hereto if and only if the Vesting Order as sought by
Receiver and as entered by the Court provides for the vesting of title to the
Shares in Purchaser free of all Encumbrances;

    


     provided, however,
that:

    


    (x) if any material liability,
obligation or encumbrance provided in Schedule “C” to be discharged (other than,
for the avoidance of doubt, Permitted Liens) is not to be discharged pursuant to
the applicable Plan of Arrangement as confirmed by the Court but such
undischarged liability, obligation or encumbrance is discharged prior to or at
the Closing as a result of any action taken by Receiver or any other party other
than Purchaser, that Plan of Arrangement nevertheless shall be deemed
“substantially similar” to the corresponding form attached as Schedule “C”;
and

    


    (y) if any Encumbrance provided in the
form of vesting order attached hereto as Schedule “D” to be discharged is not to
be discharged pursuant to the Vesting Order as entered by the Court but such
undischarged Encumbrance is discharged prior to or at the Closing as a result of
any action taken by Receiver or any other party other than Purchaser, the
Vesting Order nevertheless shall be deemed “substantially similar” to the form
of order attached hereto as Schedule “D”.

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

    11.2 None of
the Mutual Conditions may be waived except by written notice from each Party to
the other Party or the solicitors of the other Party.  Subject in the
case of Receiver to Section 10.3, each Party shall use its commercially
reasonable efforts to cause the conditions set forth in this Section 11 to be
satisfied.

     

    12. Purchaser’s
Conditions Precedent

     

    12.1 The
obligations of Purchaser to accept and pay for the Shares on the Closing Date
will be subject to, in addition to the conditions precedent set forth in Section
11, the following conditions precedent (“Purchaser’s Conditions”) being
fulfilled, performed or waived at or prior to Closing:

     

    
      	
              (a)  

            	
              The
      representations and warranties of Receiver are true and correct as of the
      Effective Date and as of the Closing
Date;

            


    

     

    
      	
              (b)  

            	
              Any
      material liability, obligation or encumbrance that is provided in the
      forms of plans of arrangement attached hereto as Schedule “C” to be
      discharged (other than, for the avoidance of doubt, Permitted Liens) prior
      to or at the Closing but that is not to be discharged pursuant to the
      applicable Plan of Arrangement as confirmed by the Court, is discharged
      prior to or at the Closing as a result of any action taken by Receiver or
      any other party other than
Purchaser;

            


    

     

    
      	
              (c)  

            	
              Any
      Encumbrance provided in the form of vesting order attached hereto as
      Schedule “D” to be discharged but not discharged pursuant to the Vesting
      Order is discharged prior to or at the Closing as a result of any action
      taken by Receiver or any other party other than
  Purchaser;

            


    

     

    
      	
              (d)  

            	
              Purchaser’s
      receipt of the Fortress Release, duly executed by Fortress;
      and

            


    

     

    
      	
              (e)  

            	
              Receiver
      delivers, or causes to be delivered, to Purchaser the items referred to in
      Section 16.2.

            


    

    


    Purchaser
understands and acknowledges that Fortress shall have no obligation to execute
and deliver the Fortress Release unless the Vesting Order obtained by the
Receiver includes a provision that the release of any claims of Fortress against
the Subsidiaries and the liens of Fortress in the Assets and the Shares is
without prejudice to and does not in any way adversely affect the claims of
Fortress against, and the liens of Fortress in the assets of, any of the other
Evergreen subsidiaries and Fortress has obtained from the Receiver, acting on
behalf of those other Evergreen subsidiaries, reaffirmations of the obligations
of such other Evergreen subsidiaries to Fortress which reaffirmations are in
form acceptable to Fortress and are executed and delivered pursuant to such
court authorization as Fortress, the Receiver or its counsel shall deem
necessary.  Receiver expressly agrees that it shall use Receiver’s
best efforts to deliver to Fortress the reaffirmations described in the
immediately preceding sentence, including without limitation obtaining any
further Court approval as Fortress, the Receiver or its counsel may deem
necessary therefor.

     

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

     

    The
parties acknowledge that that they have been advised by Fortress that Fortress
Credit Opportunities I, L.P. and Fortress Credit Funding II, L.P. intend to
assign their respective Claims (as defined in the Plans of Arrangement) against
the Subsidiaries to Drawbridge Special Opportunities Fund LP (“DSOF LP”) and Drawbridge
Special Opportunities Fund Ltd. (“DSOF Ltd.”),
respectively.  If such assignments occur, the Fortress Release shall,
upon Purchaser’s request, be executed and delivered at the Closing by Fortress
Credit Corp. as agent for DSOF LP and DSOF Ltd.

     

    12.2 Purchaser’s
conditions are for the sole benefit of Purchaser.  None of Purchaser’s
Conditions shall be waived except by written notice from Purchaser or its
solicitors to Receiver or its solicitors.

     

    13. Receiver’s
Conditions Precedent

     

    13.1 The
obligations of Receiver to assign and transfer to Purchaser all right and
interest in and to the Shares on the Closing Date shall be subject to, in
addition to the conditions precedent set forth in Section 11, the following
conditions precedent (“Receiver’s Conditions”) being
fulfilled, performed or waived at or prior to Closing:

     

    
      	
              (a)  

            	
              The
      representations and warranties of Purchaser are true and correct as of the
      Effective Date and as of the Closing Date;
and

            


    

     

    
      	
              (b)  

            	
              Purchaser
      delivers, or causes to be delivered, to Receiver the items referred to in
      Section 16.3.

            


    

     

    13.2 Receiver’s
Conditions are for the sole benefit of Receiver.  None of Receiver’s
Conditions shall be waived except by written notice from Receiver or its
solicitors to Purchaser or its solicitors.

     

    14. Regulatory
Approvals and Preservation of Business; Notification of Failure of Conditions;
Other Obligations Prior to Closing

     

    Between
the Effective Date and the Closing (or any earlier termination of this Agreement
in accordance with its terms):

     

    14.1 Purchaser
shall use commercially reasonable efforts to obtain as soon as practicable all
Permits necessary to consummate the transactions contemplated by this Agreement
including, without limitation, all regulatory approvals and consents needed from
the AGLC and any other municipal, provincial or federal governmental entities.
In furtherance of the foregoing, immediately following the Effective Date,
Purchaser shall promptly file, and cause all applicable owners and officers to
file, and thereafter to diligently pursue all appropriate applications and
notices with such entities to implement this covenant, including without
limitation filings with the AGLC to obtain the Gaming Approval;

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

    14.2 Except
(i) as otherwise required by applicable law, rule or regulation, (ii) as
otherwise expressly contemplated by this Agreement, (iii) as approved in the
Proceedings, or (iv) with the prior written consent of Purchaser, Receiver
shall, until the Closing and taking into account the Proceedings, and subject in
each case to Section 10.3:

     

    
      	
              (a)  

            	
              use
      commercially reasonable efforts to operate, and cause EGC Holdings, EGC
      Properties and Silver Dollar to operate, the Undertaking in the ordinary
      and usual course; and

            


    

     

    
      	
              (b)  

            	
              not
      sell, lease, or otherwise transfer or dispose of any of the Shares or
      cause EGC Properties or Silver Dollar to sell, lease, or otherwise
      transfer or dispose of any of the Real Property or any other material
      Asset, other than transfers and dispositions of non-material Assets in the
      ordinary course of business;

            


    

     

    14.3 Receiver
shall promptly notify Purchaser in writing if Receiver becomes aware of any fact
or condition that makes the satisfaction of the conditions in Sections 11 or 13
impossible or unlikely, and Purchaser shall promptly notify Receiver in writing
if Purchaser becomes aware of any fact or condition that makes the satisfaction
of the conditions in Sections 11 or 12 impossible or unlikely; and

     

    14.4 Receiver
shall use its commercially reasonable efforts to keep Purchaser reasonably
apprised of material developments occurring with respect to the Shares or the
Undertaking; provided,
however, that any failure by Receiver to do so shall not be deemed a
material breach of this Agreement by Receiver; and

     

    15. Receiver’s
Obligations

     

    15.1 Receiver
shall on behalf of the Subsidiaries:

     

    
      	
              (a)  

            	
              pay
      all amounts of the type required to be paid by the Subsidiaries under S.
      18.2(1) of the CCAA with respect to the period beginning on June 24, 2009
      and ending on the Closing Date to the party or parties to whom such
      amounts are required to be paid under said section;
  and

            


    

     

    
      	
              (b)  

            	
              pay
      or discharge all Claims described in Sections 2.2(a), 2.2(c) and 2.2(d) of
      each plan attached hereto as Schedule “C”; provided, however, that
      Receiver shall not be obligated to pay any such Claim if and to the extent
      that such Claim (i) constitutes a “Current Liability” as defined in this
      Agreement and is properly included in the calculation of Estimated Working
      Capital and Final Working Capital pursuant to Section 3.6, or (ii) is or
      will be compromised or discharged pursuant to the Vesting
      Order.

            


    

    


    Upon
receipt of the Purchase Price, Receiver shall use such funds, together with all
other assets available to Receiver, to make the payments required to be made by
Receiver pursuant to this Section 15.1, and shall disburse to Fortress only such
portion of the proceeds of the sale of the Shares as is in excess of the funds
required to make such payments, as reasonably estimated by the Receiver, and
only as permitted by an order of the Court.  As promptly as
practicable thereafter, Receiver shall determine (or, if necessary, submit to
the Court for determination) the amount of any additional proceeds of the sale
due and owing to Fortress, and upon Receiver's receipt of the appropriate Court
order, shall remit that amount to Fortress.

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

    16. Closing

     

    16.1 The
Closing will be at 10:00 a.m., local time, on the first Business Day after all
of the mutual conditions referred to in Section 11.1 have been satisfied, in
Vancouver, at the offices of Fasken Martineau DuMoulin, LLP at 2900 – 550
Burrard Street, Vancouver, British Columbia, V6C 0A3 or at such other time or
date or such other place as may be agreed upon by the Parties.

     

    16.2 At the
Closing, Receiver will deliver, or cause to be delivered, to
Purchaser:

     

    
      	
              (a)  

            	
              original
      share certificates in the name of EGC Holdings representing the Shares,
      duly endorsed for transfer by Receiver on behalf of EGC
      Holdings;

            


    

     

    
      	
              (b)  

            	
              a
      copy of a letter terminating the Casino Management Agreement dated June
      24, 2009 between Receiver and Penguin Management Services, Inc. effective
      as of the Closing;

            


    

     

    
      	
              (c)  

            	
              the
      Fortress Release, duly executed by Fortress, and a counterpart of the
      Fortress Indemnity, duly executed by Indemnitor;
  and

            


    

     

    
      	
              (d)  

            	
              such
      other documents and instruments as reasonably required by Purchaser to
      give effect to the transactions contemplated
  hereby.

            


    

     

    16.3 At the
Closing Purchaser will deliver, or cause to be delivered, to
Receiver:

     

    
      	
              (a)  

            	
              the
      amount, if any, payable by the Purchaser pursuant to the penultimate
      sentence of Section 3.6(a);

            


    

     

    
      	
              (b)  

            	
              a
      certificate executed by an officer of Purchaser dated on the Closing Date
      to the effect that the representations and warranties of Purchaser are
      true and correct as of the Closing
Date;

            


    

     

    
      	
              (c)  

            	
              evidence
      satisfactory to Receiver that as of the Closing Date, or concurrently with
      the completion of the transactions contemplated herein, all Permits
      required in the operation of the Undertaking having been issued to
      Purchaser by the applicable governmental
  authority;

            


    

     

    
      	
              (d)  

            	
              a
      counterpart of the Fortress Indemnity, duly executed by Purchaser;
      and

            


    

     

    
      	
              (e)  

            	
              such
      other documents and instruments as reasonably required by Receiver to give
      effect to the transactions contemplated
hereby.

            


    

     

    16.4 It shall
be a condition of the Closing that all matters of payment and the execution and
delivery of documents by any Party to the other Party pursuant to the terms of
this Agreement shall be concurrent requirements and that nothing will be
complete at the Closing until everything required as a condition precedent to
the Closing has been paid, executed, delivered, or waived, as the case may be.
 All documents
delivered at the Closing shall be originals, except as otherwise provided
herein.

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

    16.5 Subject
to compliance with the terms and conditions of this Agreement, the transfer of
the Shares to Purchaser will be deemed to take effect as at the
Closing.

     

    17. Transfer
Taxes; Notification of Tax Status

     

    17.1 Purchaser
will be liable for and will pay, or will cause to be paid, all transfer, land
transfer, value added, ad-valorem, excise, sales,
use, consumption, goods or services, harmonized sales, retail sales, social
services, or other similar taxes or duties (collectively, “Transfer Taxes”) payable under
any applicable law on or with respect to the transactions contemplated by this
Agreement, if any.  Purchaser will prepare and file any affidavits or
returns required in connection with the foregoing at its own cost and
expense.  To the extent that any Transfer Taxes are required to be
paid by or are imposed upon Receiver, Purchaser will reimburse, or will cause to
be reimbursed, to Receiver such taxes within five Business Days of payment of
such taxes by Receiver.  All amounts payable by Purchaser to Receiver
hereunder do not include Transfer Taxes.

     

    17.2 If
Purchaser elects in accordance with Section 19.9 to cause one or more entities
controlled by, under common control with or controlling Purchaser to take title
to the Shares, Purchaser will provide to the Receiver a certificate as to the
residency or non-residency of each such entity for purposes of the Income Tax
Act (Canada) both as of the time the assignment is made and as of the Closing
Date.

     

    18. Costs

     

    18.1 Except as
otherwise expressly provided herein, all costs and expenses (including, without
limitation, the fees and disbursements of legal counsel) incurred in connection
with this Agreement and the transactions contemplated by this Agreement shall be
paid by the Party incurring those costs and expenses. It is specifically agreed
that Purchaser’s costs of preparing all additional documents necessary or
desirable to transfer or assign the Shares or maintain the Assets and of
obtaining the necessary information and consents in connection therewith shall
be borne by Purchaser and not Receiver.

     

    19. General

     

    19.1 Any
notice, direction, request or other communication required or contemplated by
any provision of this Agreement will be given in writing and will be given by
delivering or faxing or emailing the same to the parties as
follows:

     

    
      	
              (a)  

            	
              To
      Receiver at:

            


    

     

    Grant
Thornton Ltd.

    Suite
1600 Grant Thornton Place

    333
Seymour Street

    Vancouver,
BC V6B 0A4

    Canada

    Attention:
Roger Burgon

    Fax No.:
(604) 685-6569

    Email:           rburgon@GrantThornton.ca

     

    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    

    with a copy to:

     

    Fasken Martineau DuMoulin
LLP

    2900 - 550 Burrard St

    Vancouver, BC  V6C
0A3

    Canada

    Attn:  John F.
Grieve

    Fax No.:  (604)
632-4772

    Email:  jgrieve@fasken.com

     

    
      	
              (b)  

            	
              To
      Purchaser at:

            


    

     

    Century
Casinos Europe GmbH

    Untere
Viaduktgasse 2

    3rd
Floor

    Vienna
1030

    Austria

    Attention:  Peter
Hoetzinger

    Fax
No.:  + 431 5336 3334

    Email:           peter.hoetzinger@cnty.com

     

    with a copy to:

     

    Field LLP

    2000 Oxford Tower

    10235 101 Street

    Edmonton AB  T5J
3G1

    Canada

    Attn:  Rick H.
Pabst

    Fax No.:  (780)
423-9329

    Email:  rpabst@fieldlaw.com

     

    Any such notice, direction, request or
other communication will be deemed to have been given or made on the date on
which it was delivered or, in the case of fax or email, on the next Business Day
after receipt of transmission.  Any party may change its fax number or
address for service or email address from time to time by written notice in
accordance with this section.

     

    19.2 This
Agreement supersedes all previous invitations, proposals, letters,
correspondence, negotiations, promises, agreements, covenants, conditions,
representations and warranties between the Parties with respect to the subject
matter of this Agreement.  For the avoidance of doubt, the Parties
acknowledge and expressly agree that the confidentiality agreement dated August
18, 2009 between Purchaser and Fortress, as amended, shall remain in full force
and effect, subject to the terms thereof.

     

    19.3 The
Parties shall do, sign, execute and make all deeds, documents, matters and
things which are convenient or necessary for completely and effectively carrying
out the terms and intentions of this Agreement and for vesting beneficial and
legal title to the Shares in Purchaser.

     

    
      
         

      

      
        -25-

        
          

        

      

      
         

      

    

    19.4 All of
the representations and warranties of the Parties contained herein (other than
those set forth in Sections 7.1(d) and 8.1(i)), and all covenants and agreements
contained in this Agreement that are by their terms to be performed before the
Closing, will expire on Closing.

     

    19.5 If any
provision hereof is unenforceable it will be severed from this Agreement and the
remainder of the Agreement will remain in full force and effect.

     

    19.6 This
Agreement is governed by and is to be construed in accordance with the laws of
the Province of British Columbia and the laws of Canada applicable therein. The
Parties hereby agree that the Court shall have the exclusive jurisdiction with
respect to all disputes arising under or in relation to this Agreement and the
Parties hereby attorn to the jurisdiction of that court.

     

    19.7 No change
or modification of this Agreement is valid unless it is in writing and signed by
each Party.

     

    19.8 Time is
of the essence of this Agreement.

     

    19.9 This
Agreement enures to the benefit of and is binding upon the Parties and their
respective successors and permitted assigns.  This Agreement may not
be assigned by either Party prior to the Closing without the prior written
consent of the other Party, except that Purchaser shall have the right to assign
its rights under this Agreement (and/or to nominate as the entity or entities in
whom the title to the Shares is to vest) to any one or more entities
controlling, controlled by or under common control with Purchaser; provided, however, that no
such assignment shall relieve Purchaser of (a) its obligations with respect to
the Adjustment Amount or under Section 8.1(i) or (b) any of Purchaser’s other
obligations.

     

    19.10 This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original and all of which together constitute one and the same
instrument.  Executed copies of this Agreement may be delivered by
facsimile transmission or other electronic means and it is not necessary to
confirm execution by delivery of originally executed documents.

    


    [signature
page follows]


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    


     

    IN
WITNESS WHEREOF the Parties have executed this Agreement effective as of the day
and year first above written notwithstanding the date of execution.

    


    
      	
              GRANT THORNTON LIMITED
      in its capacity as interim receiver and receiver and manager of EGC
      Holdings Ltd., and not in its personal capacity

            	 
      	
              CENTURY
      CASINOS EUROPE GMBH

            
	
              Per:

            	/s/
      Mark Wentzell  	 
      	
              Per:

            	/s/
      Larry Hannappel  
	 
      	
              Authorized
      Signatory

            	 
      	 
      	
              Authorized
      Signatory

            
	 
      	Mark
      Wentzell  	 
      	 
      	Larry
      Hannappel  
	 
      	
              Name

            	 
      	 
      	
              Name

            
	 
      	Senior Vice
      President      	 
      	 
      	Authorized
      Signatory  
	 
      	
              Title

            	 
      	 
      	
              Title

            
	 
      	6
      November 2009  	 
      	 
      	6 November
      2009  
	 
      	
              Date
      of Execution

            	 
      	 
      	
              Date
      of Execution

            


    

    


    The
undersigned, as solicitors for Grant Thornton Limited in its capacity as interim
receiver and receiver and manager of EGC Holdings Ltd., and not in its personal
capacity, agree to be bound by the provisions of Sections 3 and 6 of this
Agreement relating to the Deposit and the Section 3.1(b) Amount.

    


    FASKEN
MARTINEAU DUMOULIN LLP

    


    
      	
              Per:

            	/s/
      Kibben Jackson  
	 
      	
              Authorized
      Signatory

            
	 
      	Kibben
      Jackson  
	 
      	
              Name

            
	 
      	Partner 
      
	 
      	
              Title

            
	 
      	6
      November 2009  
	 
      	
              Date
      of Execution

            


    

    



    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    Fortress
agrees that subject to satisfaction (or express written waiver by Fortress) of
each of the following conditions, Fortress shall execute the Fortress Release
and deliver the Fortress Release to Purchaser at the Closing: (i)  the
Vesting Order obtained by the Receiver includes a provision that the release of
any claims of Fortress against the Subsidiaries and the liens of Fortress in the
Assets and the Shares is without prejudice to and does not in any way adversely
affect the claims of Fortress against, and the liens of Fortress in the assets
of, any of the other Evergreen subsidiaries, and (ii) Fortress receives from the
Receiver, acting on behalf of such other Evergreen subsidiaries, reaffirmations
of the obligations of such other Evergreen subsidiaries to Fortress which
reaffirmations are in form acceptable to Fortress and are executed and delivered
pursuant to such court authorization as Fortress, the Receiver or its counsel
may deem necessary.

    


    FORTRESS
CREDIT CORP., as Agent for Fortress Credit Opportunities I, LP and Fortress
Credit Funding II, LP

    


    
      


      
        	
                By:

              	/s/
      Constantine Dakolias  
	 
      	
                 

              
	Name:
      	Constantine Dakolias 
      
	 
      	
                 

              
	Title: 
      	President 
      
	 
      	
                 

              
	Date
      of Execution: 	6
      November 2009  
	 
      	
                 

              

                                                       

    


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    


    EXHIBIT
1

    


    Legal
Description(s) of Real Property

    


    
      	
              1.  

            	
              Lands
      and premises municipally described as 1010 - 42nd
      Avenue SE, Calgary, Alberta and legally described
  as:

            


    

     

    
      	
               
      

            	
              PLAN
      8368HA

            


    

    
      	
               
      

            	
              BLOCK
      24

            


    

    
      	
               
      

            	
              EXCEPTING
      THEREOUT ALL MINES AND MINERALS

            


    

     

    
      	
              2.  

            	
              Lands
      municipally described as 4412 - 9th
      Street SE, Calgary, Alberta and legally described
  as:

            


    

     

    
      	
               
      

            	
              PLAN
      8121 HN

            


    

    
      	
               
      

            	
              BLOCK
      4

            


    

    
      	
               
      

            	
              THE
      SOUTH 236.27 FEET

            


    

    
      	
               
      

            	
              CONTAINING
      0.421 HECTARES (1.04 ACRES) MORE OR
LESS

            


    

    
      	
               
      

            	
              EXCEPTING
      THEREOUT ALL MINES AND MINERALS

            


    

     

    
      	
              3.  

            	
              Lands
      municipally described as 1007 - 42nd
      Avenue SE, Calgary, Alberta and legally described
  as:

            


    

     

    
      	
               
      

            	
              PLAN
      CALGARY 8121HN

            


    

    
      	
               
      

            	
              BLOCK
      FOUR (4)

            


    

    
      	
               
      

            	
              CONTAINING
      TWO AND TWENTY NINE HUNDREDTHS (2.29) ACRES MORE OR
  LESS

            


    

    
      	
               
      

            	
              EXCEPTING
      THE SOUTH TWO HUNDRED AND THIRTY SIX AND TWENTY SEVEN ONE HUNDREDTHS
      (236.27) FEET CONTAINING ONE AND FOUR HUNDREDTHS (1.04) ACRES MORE OR
      LESS

            


    

    
      	
               
      

            	
              EXCEPTING
      THEREOUT ALL MINES AND MINERALS

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              EXHIBIT
      2

            


    

     

    
      	
               
      

            	
              Accounting
      Arbitration Procedures

            


    

     

    
      	
               
      

            	
              Any
      dispute submitted for resolution pursuant to Section 3.2 or Section 3.6
      shall be resolved pursuant to the provisions of the International
      Commercial Arbitration Act, R.S.B.C. 1996, c.233 and for that purpose the
      Accountants will be asked to select a senior member of their firm to serve
      as sole arbitrator and the individual so selected will be deemed to have
      been duly appointed with the agreement of both parties as sole arbitrator
      under ss.11(2) of that act; provided, however, that
      if at such time either Receiver or Purchaser shall discover a bona fide
      conflict with respect to the Accountants (including, without limitation,
      that the Accountants provided any advice to either party with respect to
      any matter provided for in this Agreement), the parties shall submit the
      matter to another mutually agreeable independent firm of chartered
      accountants to resolve the remaining matters in dispute, and such firm
      shall be the Accountants for all purposes of this
    Agreement.

            


    

     

    
      	
               
      

            	
              Purchaser
      and Receiver shall direct the Accountants to use their best efforts to
      render a determination within 30 days of submitting to the Accountants for
      resolution either (i) the disputed allocation of the Purchase Price (in
      the case of a dispute submitted pursuant to Section 3.2) or (ii) the
      matters set forth in the Objection Notice (in the case of a dispute
      submitted pursuant to Section 3.6), and Receiver and Purchaser and their
      respective Representatives will cooperate with the Accountants during
      their resolution of any and all such
matters.

            


    

     

    
      	
               
      

            	
              In
      the case of a dispute submitted pursuant to Section 3.6, the Accountants
      will consider only those items and amounts set forth in the Objection
      Notice that Purchaser and Receiver are unable to resolve, and in resolving
      any such disputed item, the Accountants may not assign a value to any item
      greater than the greatest value for such item claimed by either Party or
      less than the smallest value for such item claimed by either Party. The
      scope of the disputes to be arbitrated by the Accountants pursuant to
      Section 3.6 is limited to whether the preparation of the disputed Final
      Closing Balance Sheet(s) and the calculation of the disputed Final Working
      Capital were consistent with the Agreed Accounting Principles and the
      terms of Section 3.6 (including but not limited to the definitions of
      Final Working Capital, Current Assets and Current Liabilities) and whether
      there were mathematical errors in the preparation of the disputed Final
      Closing Balance Sheet or the calculation of the disputed Final Working
      Capital and the Accountants are not to make any other
      determination.

            


    

     

    
      	
               
      

            	
              The
      fees and expenses of the Accountants incurred pursuant to Section 3.6
      shall be paid by the Party whose calculation of the total amount of
      disputed Final Working Capital was furthest from the total amount of
      disputed Final Working Capital as determined by the
      Accountants.  The fees and expenses of the Accountants incurred
      pursuant to Section 3.2 shall be paid by the Party whose allocation of the
      Purchase Price was furthest from the allocation of the Purchase Price
      determined by the Accountants.

            


    

     

    
      	
               
      

            	
              The
      determination of the Accountants as to any disputed matters shall be set
      forth in a written statement delivered to Purchaser and Receiver and shall
      be final, conclusive and binding on the parties.  The parties
      agree that judgment may be entered upon the award of the Accountants in
      any court having jurisdiction pursuant to the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              If
      issues in dispute are submitted to the Accountants for resolution, each
      Party will furnish to the Accountants such workpapers and other documents
      and information relating to the disputed issues as the Accountants may
      request and are available to that party (or its independent chartered
      accountants), and will be afforded the opportunity to present to the
      Accountants any material relating to the determination and to discuss the
      determination with the Accountants.