**Exhibit 10.31**

 

**TERMINATION AND SETTLEMENT AGREEMENT**

 

ThisTERMINATION AND SETTLEMENT AGREEMENT, dated as of March 12, 2009 (this “Agreement”),is by and among (i) Crown Limited, an Australian company (the “Parent”),(ii) Crown CCR Group Investments One, LLC, a Delaware limited liabilitycompany and an indirect wholly owned subsidiary of Parent (“Crown One”),(iii) Crown CCR Group Investments Two, LLC, a Delaware limited liabilitycompany and an indirect wholly owned subsidiary of Parent (“Crown Two”and, collectively with Crown One and the Parent, the “Crown Parties” andeach, a “Crown Party”), (iv) Millennium Gaming, Inc., a Nevadacorporation (“Millennium”), (v) OCM HoldCo, LLC, a Delaware limitedliability company (“HoldCo” and, collectively with Millennium, the “CurrentEquityholders” and each, a “Current Equityholder”), and (vi) CanneryCasino Resorts, LLC, a Nevada limited liability company (“CCR”)

 

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

 

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

 

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

 

WHEREAS,simultaneously with the execution and delivery of this Agreement, CCR, theCurrent Equityholders and the Crown Parties (therein, the “Purchasers”)are entering into that certain Preferred Purchase Agreement, dated of even dateherewith (the “Preferred Purchase Agreement”), pursuant to which, uponobtaining all necessary regulatory approvals and subject to the terms andconditions set forth therein, the Purchasers shall purchase, and CCR shall sellSeventy-One Thousand Six Hundred and Fourteen (71,614) Series B PreferredUnits of CCR for an aggregate purchase price of Three Hundred Twenty MillionDollars ($320,000,000.00) (the “Preferred Purchase Price”);

 

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

 

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

 

WHEREAS,if the transactions contemplated by the Preferred Purchase Agreement arecompleted and, as a result, the Preferred Purchase Price is released from theescrow account to CCR, the Current Equityholders and the Crown Parties willenter into the Second Amended and Restated Operating Agreement of CCR (the “RevisedOperating Agreement”), in the form attached to the Preferred PurchaseAgreement; and

 

WHEREAS,if the transactions contemplated by the Preferred Purchase Agreement are notcompleted, then the Preferred Purchase Price shall be released from the escrowaccount and distributed pursuant to the terms of the Escrow Agreement.

 

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

 

**ARTICLE I**

 

**DEFINITIONS**

 

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

 

**ARTICLE II**

 

**SETTLEMENT**

 

Section 2.1.  Settlement.

 

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

 

(b)    On the date hereof, andin consideration of the agreements made herein, the Purchasers shall pay anaggregate settlement payment of Fifty Million Dollars ($50,000,000.00) inimmediately available funds to the Current Equityholders (the “SettlementPayment”) as set forth below.  Theparties agree that the payments made pursuant to this Article 2 are beingmade to cancel and terminate all rights and obligations with respect to thesale of the direct or indirect interests of the Current 

 

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Equityholders in CCR, that such payments are made for damage to capitaland not for lost profits, and that no party shall take any positioninconsistent with the foregoing. The Settlement Payment shall not be repayableor refundable under any circumstances, including the termination of thePreferred Purchase Agreement.

 

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

 

**ARTICLE III**

 

**TERMINATION**

 

Section 3.1.  Terminationof Original Purchase Agreement. Pursuant to Section 9.1(a) of  the Original Purchase Agreement, withoutfurther action of any party hereto, the Original Purchase Agreement is herebyterminated in its entirety, is null and void, and is of no further force andeffect, including those provisions of the Original Purchase Agreement which bytheir terms would otherwise survive termination of the Original Purchase Agreement,and there shall be no liability or obligation on the part of any ReleasedPerson (as defined below), except that the Confidentiality Agreement, dated March 2,2007, between Publishing and Broadcasting Limited, a company organized underthe laws of Western Australia and Crown’s predecessor, and CCR (the “ConfidentialityAgreement”), will survive the termination of the Original PurchaseAgreement and the execution and delivery of this Agreement by each of theparties. The termination of the Original Purchase Agreement, once effective, isirrevocable.

 

**ARTICLE IV**

 

**REPRESENTATIONS AND WARRANTIES**

 

Section 4.1.  DueAuthorization and Enforceability of CCR. CCR hereby represents and warrantsthat this Agreement has been duly authorized, executed and delivered by CCRand, assuming this Agreement constitutes the valid and binding agreement of theCurrent Equityholders and the Crown Parties, is the legal, valid and bindingobligation of CCR, enforceable against CCR in accordance with its terms.

 

Section 4.2.  DueAuthorization and Enforceability of the Current Equityholders. Each of theCurrent Equityholders hereby represents and warrants that this Agreement hasbeen duly authorized, executed and delivered by such Current Equityholder and, 

 

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assumingthis Agreement constitutes the valid and binding agreement of CCR and the CrownParties, this Agreement is the legal, valid and binding obligation of suchCurrent Equityholder, enforceable against such Current Equityholder inaccordance with its terms.

 

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

 

Section 4.4.  DueAuthorization and Enforceability of the Crown Parties. Each of the CrownParties hereby represents and warrants that this Agreement has been dulyauthorized, executed and delivered by such Crown Party and, assuming thisAgreement constitutes the valid and binding agreement of CCR and the CurrentEquityholders, this Agreement is the legal, valid and binding obligation ofsuch Crown Party, enforceable against such Crown Party in accordance with itsterms.

 

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

 

Section 4.6.   No PendingCharges.  Each of the parties herebyrepresents and warrants that it has no pending complaints, actions, charges orclaims of any nature filed against any other party, based on or related to anyof the CCR Released Claims or Crown Released Claims.

 

**ARTICLE V**

 

**RELEASES AND COVENANT NOT TO SUE**

 

Section 5.1.  CCRand Current Equityholders Release.  CCR and each of the CurrentEquityholders, for themselves and, to the maximum extent permitted by law, onbehalf of their former, current or future officers, directors, agents,representatives, managing directors, partners, managers, principals, members,parents, subsidiaries, Affiliates, employees, predecessor entities, heirs,executors, administrators, successors and assigns of any such Person, direct orindirect equityholders and controlling persons of any such Person, and anyother Person claiming (now or in the future) through or on behalf of any ofsuch Persons (“CCR Releasing Parties”), hereby irrevocably andunconditionally releases, acquits and forever discharges the Crown Parties andeach of their respective Affiliates, direct or indirect equityholders andcontrolling persons (including, without limitation and for sake of clarity,Consolidated Press Holdings Limited and its subsidiaries and parent entities,any Licensed Person (as defined in the Original Purchase Agreement) and theentities listed on Schedule 6.9 to the Original Purchase Agreement) and each oftheir respective  successors, assigns,officers, directors, managing directors, partners, managers, principals,members, employees, heirs, 

 

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executors,administrators, parents, subsidiaries, and predecessor entities and, to theextent such parties are acting in a representative capacity, the creditors,representatives, agents and attorneys of any of them (individually, a “CrownReleasee” and collectively, the “Crown Releasees”), from any and allclaims, counterclaims, demands, damages, proceedings, actions, causes ofaction, orders, obligations, contracts, agreements, debts, costs, expenses andliabilities whatsoever, whether known or unknown, suspected or unsuspected, contingentor actual, both at law and in equity, which such CCR Releasing Party now has,has ever had or may hereafter claim to have against the respective CrownReleasees on account of, arising out of, relating to, resulting from or inconnection with the Original Purchase Agreement, all Exhibits thereto and anyother agreements relating to the Original Purchase Agreement (collectively, the“Original Ancillary Documents”), and including any acts, omissions,disclosure or communications related to the Original Purchase Agreement, theOriginal Ancillary Documents or the transactions or payments contemplatedthereby (the “CCR Released Claims”); provided, that for theavoidance of doubt, nothing contained in this Agreement shall be deemed torelease any party hereto from its obligations under this Agreement, theConfidentiality Agreement, the Option Agreement, the Preferred PurchaseAgreement, the Escrow Agreement, the Revised Operating Agreement (if enteredinto), or any agreement among any of the parties hereto entered into subsequentto the execution this Agreement, or the transactions contemplated hereby orthereby.  For purposes of this Agreement,“Affiliate” means, with respect to a specified Person, a Person thatdirectly or indirectly through one or more intermediaries, controls or iscontrolled by, or is under common control with, the Person specified; provided,that for the purposes of this definition, “control” (including, withcorrelative meanings, the terms “controlling,” “controlled by” and “under commoncontrol with”), as used with respect to any Person, shall mean the possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of votingsecurities, by contract, or otherwise.

 

Section 5.2.  CrownParty Releases.  Each of the Crown Parties, for themselves and, to themaximum extent permitted by law, on behalf of their former, current or futureofficers, directors, agents, representatives, managing directors, partners,managers, principals, members, parents, subsidiaries, Affiliates, employees,predecessor entities, heirs, executors, administrators, successors and assignsof any such Person, direct or indirect equityholders and controlling persons ofany such Person, and any other Person claiming (now or in the future) throughor on behalf of any of such Persons (“Crown Releasing Parties”), herebyirrevocably and unconditionally releases, acquits and forever discharges CCRand the Current Equityholders and each of their respective Affiliates, director indirect equityholders and controlling persons and each of their respectivesuccessors, assigns, officers, directors, managing directors, partners,managers, principals, members, employees, heirs, executors, administrators,parents, subsidiaries, and predecessor entities and, to the extent such partiesare acting in a representative capacity, the creditors, representatives, agentsand attorneys of any of them (individually, a “CCR Releasee” andcollectively, the “CCR Releasees”), from any and all claims,counterclaims, demands, damages, proceedings, actions, causes of action,orders, obligations, contracts, agreements, debts, costs, expenses andliabilities whatsoever, whether known or unknown, suspected or unsuspected,contingent or actual, both at law 

 

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

 

Section 5.3 Scopeof Release and Discharge.

 

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

 

**“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”**

 

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

 

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

 

Section 5.4 CovenantNot to Sue.   Each of CCR and the Current Equityholders on behalf ofthe CCR Releasing Parties, hereby irrevocably and unconditionally 

 

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

 

Section 5.5.  Accordand Satisfaction.  This Agreement and the releases reflected in thisAgreement shall be effective as a full, final and irrevocable accord andsatisfaction and release of the CCR Released Claims and the Crown ReleasedClaims.

 

**ARTICLE VI**

 

**MISCELLANEOUS**

 

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

 

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

 

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

 

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

 

Section 6.5.  Enforcement.This Agreement and any claim related directly or indirectly to this Agreementshall be governed by and construed and enforced in accordance with the internallaws of the State of Delaware, regardless of the laws that might otherwisegovern under the applicable principles of conflicts of laws.  Each of the parties hereto (a) consentsto submit itself to the personal jurisdiction of the federal and state courtslocated in the State of Delaware in the event any dispute arises out of thisAgreement or any of the transactions contemplated by this Agreement, (b) agreesthat it will not attempt to deny or defeat such personal jurisdiction by motionor other request for leave from any such court, and (c) agrees that itwill not bring any action relating to this Agreement or any of the transactionscontemplated by this Agreement in any court other than a federal or state courtin the State of Delaware.

 

Section 6.6.  Waiverof Jury Trial.  EACH PARTY TO THISAGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHTIT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Section 6.7.  Notices. All notices, requests, instructions, claims, demands, consents and othercommunications required or permitted to be given hereunder shall be in writingand shall be deemed to have been duly given on the date delivered by hand or bycourier service such as Federal Express, or by other messenger (or, if deliveryis refused, upon presentment) or upon receipt by facsimile transmission (withconfirmation), or upon delivery by registered or certified mail (return receiptrequested), postage prepaid, to the parties at the following addresses:

 

Ifto any of the Crown Parties:

 

Crown Limited

8 Whiteman Street

Southbank, Victoria 3006

Australia

Attn:  Company Secretary

Facsimile:  + 61 3 9292 8815

 

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With a copy to:

 

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn: Patricia Moran

Facsimile: (212) 735-2000

 

Ifto the Current Equityholders:

 

Millennium Gaming, Inc.

9107 West Russell Road

Las Vegas, Nevada 89148

Attn:  ChiefExecutive Officer

Facsimile: (702) 856-5101

 

and

 

OCM Holdco, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California   90071

Attn:  Stephen A. Kaplan

Facsimile:  (213) 830-6377

 

With a copy to:

 

Munger,Tolles & Olson LLP

355South Grand Avenue, 35th Floor

Los Angeles, California  90071

Attn: Sandra A. Seville-Jones

Facsimile:  (213) 683-5126

 

Ifto CCR:

 

Cannery Casino Resorts, LLC

9107 West Russell Road

Las Vegas, Nevada 89148

Attn: Managers

Facsimile: (702) 856-5101

 

With a copy to:

 

Munger,Tolles & Olson LLP

355South Grand Avenue, 35th Floor

Los Angeles, California  90071

Attn: Sandra A. Seville-Jones

Facsimile:  (213) 683-5126

 

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

 

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

 

Section 6.9.  Severability. In case any one or more of the provisions contained herein shall, for anyreason, be held to be invalid, illegal or unenforceable in any respect, suchprovision or provisions shall be ineffective only to the extent of suchinvalidity, illegality or unenforceability, without invalidating the remainderof such provision or provisions or the remaining provisions of this Agreement,and this Agreement shall be construed as if such invalid, illegal orunenforceable provision or provisions had never been contained herein, unlesssuch a construction would be unreasonable.

 

Section 6.10.  EntireAgreement; No Third-Party Beneficiaries.  This Agreement constitutesthe entire agreement of the parties hereto with respect to the subject matterof this Agreement, and supersedes all other prior (but not subsequent)agreements and understandings, both written and oral, between the parties, orany of them, with respect to the subject matter of this Agreement and thereof; providedhowever, that the obligations of the parties set forth in theConfidentiality Agreement, the Option Agreement, the Preferred PurchaseAgreement, the Escrow Agreement and the Revised Operating Agreement shall notbe superseded and shall remain in full force and effect. Each party heretoacknowledges and agrees that each of the non-party Released Persons are expressthird party beneficiaries of the releases of such non-party Released Personscontained in Sections 5.1, 5.2 and 5.3, covenants not tosue contained in Section 5.4 of this Agreement and are entitled toenforce rights under such sections to the same extent that such non-party ReleasedPersons could enforce such rights if they were a party to this Agreement.  Except as provided in the preceding sentence,(a) there are no third party beneficiaries to this Agreement, (b) thisAgreement is not otherwise intended to and shall not otherwise confer upon anyPerson other than the parties any rights or remedies in this Agreement, and (c) thisAgreement and all of its provisions and conditions are for the sole andexclusive benefit of the parties to this Agreement and their respective successorsand permitted assigns.

 

Section 6.11.  Headings. The descriptive headings herein are inserted for convenience of reference onlyand are not intended to be part of, or to affect the meaning, construction orinterpretation of, this Agreement.

 

Section 6.12.  Amendments.  This Agreement may only be amended by awritten document signed by the Current Equityholders, CCR and the CrownParties.  Until such an amendment issigned by both parties, any other agreements, understandings, writings or oralpromises or representations that are at odds with the terms of this Agreementwill 

 

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

 

Section 6.13.  AdditionalRules of Construction.  The followingprovisions shall be applied wherever appropriate herein:

 

(a)           “herein,” “hereby,” “hereunder,” “hereof”and other equivalent words shall refer to this Agreement as an entirety and notsolely to the particular portion of this Agreement in which any such word isused;

 

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

 

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

 

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

 

(e)           any references herein to a particularSection, Article, Exhibit or Schedule means a Section or Article of,or an Exhibit or Schedule to, this Agreement unless another agreement isspecified;

 

(f)            the Exhibits attached hereto areincorporated herein by reference and shall be considered part of this Agreementas if fully set forth herein; and

 

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

 

Section 6.14.  Representationby Counsel; Mutual Drafting.  Each party has been represented bycounsel of its choice in the negotiation of this Agreement.  This Agreement shall be deemed to have beendrafted by each of the parties hereto jointly, and no rule of constructionshall be invoked respecting the authorship hereof.

 

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

 

Section 6.16.  FurtherAssurances and Cooperation.  Eachparty hereby agrees that it will take any action and execute any furtherdocumentation as may be reasonably necessary and appropriate to fulfill thepurposes expressed in this Agreement and to perform its terms and conditions.

 

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*[Signature Pages Follow]*

 

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INWITNESS WHEREOF, the undersigned have caused this Agreement to be duly executedand delivered as of the date first above written.

 

 

Signed for CROWN LIMITED by its

attorney under power of attorney in the

presence of:

 
| /s/ Garry Besson        |   | /s/Guy Jalland           |
|-------------------------|--------|--------------------------|
| Signature of witness    |   | Signature of attorney    |
|                    |   |                     |
| Garry Besson            |   | Guy Jalland              |
| Name of witness (print) |   | Name of attorney (print) |

 

 

Signed for CROWN CCR GROUP

INVESTMENTS ONE, LLC by its

attorney under power of attorney in the

presence of:

 
| /s/ Garry Besson         |   | /s/Guy Jalland            |
|--------------------------|--------|---------------------------|
| Signature of witness     |   | Signature of attorney     |
|                     |   |                      |
| Garry  Besson            |   | Guy  Jalland              |
| Name  of witness (print) |   | Name  of attorney (print) |

 

 

Signed for CROWN CCR GROUP

INVESTMENTS TWO, LLC by its

attorney under power of attorney in the

presence of:

 
| /s/ Garry Besson        |   | /s/Guy Jalland           |
|-------------------------|--------|--------------------------|
| Signature of witness    |   | Signature of attorney    |
|                    |   |                     |
| Garry  Besson           |   | Guy  Jalland             |
| Name of witness (print) |   | Name of attorney (print) |

 

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**CANNERY CASINO RESORTS, LLC**

 

 
| By:    | /s/  William J, Paulos |               |
|--------|------------------------|--------------------|
|   | Name:                  | William  J. Paulos |   |
|   | Title:                 | Authorized  Person |   |

 

 

 
| By:    | /s/  William C. Wortman |                |
|--------|-------------------------|---------------------|
|   | Name:                   | William  C. Wortman |   |
|   | Title:                  | Authorized  Person  |   |

 

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**MILLENNIUM GAMING, INC.**

 

 
| By:    | /s/  William J. Paulos |               |
|--------|------------------------|--------------------|
|   | Name:                  | William  J. Paulos |   |
|   | Title:                 | President          |   |

 

 

**OCM HOLDCO, LLC**

 

 
| By:    | /s/  Stephen A. Kaplan |               |
|--------|------------------------|--------------------|
|   | Name:                  | Stephen  A. Kaplan |   |
|   | Title:                 | Manager            |   |

 

 
| By:    | /s/  Ronald N. Beck |           |
|--------|---------------------|----------------|
|   | Name:               | Ronald N. Beck |   |
|   | Title:              | Manager        |   |

 

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