**Exhibit 10.32**

** **

 

PREFERRED PURCHASEAGREEMENT

 

by and among

 

CROWN LIMITED,

 

CROWN CCR GROUPINVESTMENTS ONE, LLC,

 

CROWN CCR GROUPINVESTMENTS TWO, LLC,

 

MILLENNIUM GAMING,INC.,

 

OCM HOLDCO, LLC

 

and

 

CANNERY CASINORESORTS, LLC

 

Dated as of March 12,2009

 

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TABLE OF CONTENTS

 
| ARTICLE 1                                                           |                                                 |
|---------------------------------------------------------------------|------------------------------------------------------|
|                                                                |                                                 |
| Definitions                                                         |                                                 |
|                                                                |                                                 |
| ARTICLE 2                                                           |                                                 |
|                                                                |                                                 |
| Sale and  Purchase of Series B Preferred Units                      |                                                 |
|                                                                |                                                 |   |
| 2.1.                                                                | Sale and Purchase of  Series B Preferred Units       | 9 |
| 2.2.                                                                | Consideration                                        | 9 |
| 2.3.                                                                | Closing Deliveries of  CCR                           | 9 |
| 2.4.                                                                | Closing Deliveries of  the Purchasers and the Parent | 10 |
| 2.5.                                                                | Purchase Notice                                      | 10 |
| 2.6.                                                                | Closing Date Escrow  Release                         | 10 |
|                                                                |                                                 |   |
| ARTICLE 3                                                           |                                                 |
|                                                                |                                                 |
| Closing                                                             |                                                 |
|                                                                |                                                 |   |
| 3.1.                                                                | Closing                                              | 10 |
| 3.2.                                                                | Closing Date                                         | 11 |
|                                                                |                                                 |
| ARTICLE 4                                                           |                                                 |
|                                                                |                                                 |
| Representations and Warranties Regarding the Current  Equityholders |                                                 |
|                                                                |                                                 |   |
| 4.1.                                                                | Current Equityholder  Organization and Good Standing | 11 |
| 4.2.                                                                | Current Equityholder  Authority; Enforceability      | 11 |
|                                                                |                                                 |
| ARTICLE 5                                                           |                                                 |
|                                                                |                                                 |
| Representations  and Warranties Regarding the Companies             |                                                 |
|                                                                |                                                 |   |
| 5.1.                                                                | Company Organization  and Good Standing              | 11 |
| 5.2.                                                                | CCR Authority;  Enforceability                       | 12 |
| 5.3.                                                                | Capitalization; Valid  Issuance                      | 12 |
| 5.4.                                                                | Consents and Approvals                               | 13 |
| 5.5.                                                                | No Violations                                        | 13 |
| 5.6.                                                                | Governmental Authorizations;  Compliance with Laws   | 13 |

 

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|                      | ARTICLE 6                                                               |   |
|---------------------------|-------------------------------------------------------------------------|--------|
|                      |                                                                    |   |
|                      | Representations  and Warranties Regarding the Purchasers and the Parent |   |
|                      |                                                                    |   |
| 6.1.                      | Purchaser and Parent  Organization and Good Standing                    | 14     |
| 6.2.                      | Purchaser and Parent  Authority; Enforceability                         | 14     |
| 6.3.                      | Consents and Approvals                                                  | 14     |
| 6.4.                      | No Violations                                                           | 15     |
| 6.5.                      | Securities Act                                                          | 15     |
| 6.6.                      | Investor Status                                                         | 15     |
| 6.7.                      | Securities Not  Registered                                              | 15     |
| 6.8.                      | Tax Matters                                                             | 16     |
|                      |                                                                    |   |
| ARTICLE 7                 |                                                                    |
|                      |                                                                    |
| Covenants of the  Parties |                                                                    |
|                      |                                                                    |   |
| 7.1.                      | Cooperation                                                             | 16     |
| 7.2.                      | No Alternative  Transactions                                            | 17     |
| 7.3.                      | Guarantee                                                               | 18     |
| 7.4.                      | Use of Proceeds                                                         | 19     |
|                      |                                                                    |   |
| ARTICLE 8                 |                                                                    |
|                      |                                                                    |
| Conditions to  Closing    |                                                                    |
|                      |                                                                    |   |
| 8.1.                      | Conditions to the  Obligations of All Parties                           | 19     |
| 8.2.                      | Conditions to the  Obligations of the Purchasers and the Parent         | 19     |
| 8.3.                      | Conditions to the  Obligations of CCR                                   | 20     |
|                      |                                                                    |
| ARTICLE 9                 |                                                                    |
|                      |                                                                    |
| Termination               |                                                                    |
|                      |                                                                    |   |
| 9.1.                      | Termination                                                             | 20     |
| 9.2.                      | Effect of Termination                                                   | 21     |
| 9.3.                      | Gaming Approvals                                                        | 22     |
|                      |                                                                    |   |
| ARTICLE 10                |                                                                    |
|                      |                                                                    |
| General                   |                                                                    |
|                      |                                                                    |   |
| 10.1.                     | Entire Agreement                                                        | 23     |
| 10.2.                     | No Third Party Rights  or Obligations                                   | 23     |
| 10.3.                     | Counterparts                                                            | 23     |
| 10.4.                     | Headings                                                                | 23     |
| 10.5.                     | Applicable Law                                                          | 23     |
| 10.6.                     | Enforcement                                                             | 24     |

 

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| 10.7.                            | Waiver of Jury Trial                 | 24     |
|----------------------------------|--------------------------------------|--------|
| 10.8.                            | Waiver of Conditions                 | 24     |
| 10.9.                            | Transaction Expenses                 | 24     |
| 10.10.                           | Construction                         | 25     |
| 10.11.                           | Severability                         | 25     |
| 10.12.                           | Amendments                           | 25     |
| 10.13.                           | Assignments                          | 25     |
| 10.14.                           | Notices                              | 25     |
| 10.15.                           | Further Assurances                   | 27     |
| 10.16.                           | Confidentiality                      | 28     |
| 10.17.                           | Additional Rules of  Construction    | 28     |
|                             |                                 |
| ANNEXES,  EXHIBITS AND SCHEDULES |                                 |
|                             |                                 |   |
| Annexes                          |                                 |
|                             |                                 |   |
| Annex I                          | Form of Revised  Operating Agreement |   |
|                             |                                 |   |
| Exhibits                         |                                 |   |
|                             |                                 |   |
| Exhibit A                        | Capitalization                       |   |
|                             |                                 |   |
| Exhibit B                        | Title Commitment  Exceptions         |   |
|                             |                                 |   |
| Exhibit C                        | Schedule of Sources and  Uses        |   |
|                             |                                 |   |
| Schedules                        |                                 |   |
|                             |                                 |   |
| Schedule 1                       | Permitted Exceptions                 |   |
|                             |                                 |   |
| Schedule 5.3                     | Capitalization                       |   |
|                                  |                                      |        |  |

 

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**PREFERREDPURCHASE AGREEMENT**

 

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

 

**RECITALS**

 

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

 

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

 

WHEREAS, simultaneously with the execution anddelivery of this Agreement, CCR, the Current Equityholders and the CrownParties are entering into that certain Option Agreement, dated of even dateherewith (the “Option Agreement”), which, subject to the terms and conditionsset forth in the Option Agreement, grants to the Purchasers, the option tocomplete the purchase of all of the direct and indirect interests of theCurrent Equityholders in CCR;

 

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

 

WHEREAS, upon the closing of the transactionscontemplated by this Agreement and the distribution to CCR of the PreferredPurchase Price from the Purchase Price Escrow 

 

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

 

WHEREAS, upon the payment of the Termination and Series A2Fee to CCR, subject to the terms and conditions of this Agreement, CCR shallissue to Purchasers 9,435 Series A2 Preferred Units of CCR (the “Series A2Preferred Units”);

 

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

 

**ARTICLE 1**

 

**Definitions**

 

As used in this Agreement, the following terms shallhave the following meanings:

 

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

 

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

 

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

 

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

 

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

 

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

 

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1.7.       “BusinessDay” means any day other than a Saturday or a Sunday or a day on whichbanks located in New York, New York generally are authorized or required by lawor regulation to close.

 

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

 

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

 

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

 

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

 

1.12.     “Code” means the Internal Revenue Code of1986, as amended.

 

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

 

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

 

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

 

1.16.     “Crown Parties” has the meaning set forthin the Preamble.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1.25.     “Escrow Agreement” has the meaning setforth in the Preamble.

 

1.26.     “4.1 % Interest” means 9,435 Series A2Preferred Units, which units shall (i) represent 4.1% of the outstandingequity interests of CCR on a fully diluted basis, (ii) be duly authorizedand validly issued Series A2 Preferred Units of CCR and (iii) havethe rights and privileges set forth in the Revised Operating Agreement.

 

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

 

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

 

1.29.     “Gaming Authority” means any GovernmentalEntity with regulatory control, authority or jurisdiction over casino,pari-mutuel and lottery or other gaming activities and operations, includingthe Nevada Gaming Commission, the Nevada State Gaming Control Board, the ClarkCounty Liquor and Gaming Licensing Board, the City of Las Vegas and the City ofNorth Las Vegas, the Pennsylvania Gaming Control Board and the PennsylvaniaHarness Racing Commission.

 

1.30.     “Gaming Laws” means all Laws pursuant towhich any Gaming Authority possesses regulatory, licensing or permit authorityover, casino and pari-mutuel, lottery or other gaming activities within theState of Nevada or the Commonwealth of Pennsylvania, including the rules andregulations established by any Gaming Authority.

 

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

 

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

 

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1.33.     “Governmental Entity” means any federal,state or local government or any subdivision thereof, any supranational, or anydomestic or foreign federal, state or local court, tribunal (including anyarbitrator or arbitral tribunal), legislative, executive, or regulatoryauthority, agency, department, commission, instrumentality or body, including anyGaming Authority.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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adverse to the business (excluding any future developmentopportunities), properties, assets, liabilities, financial condition or resultsof operations of the Companies, taken as a whole, (ii) any failure of CCRto be able to deliver to the Purchasers at the Closing, free and clear of allLiens, the Series B Preferred Units or (iii) the loss by anySubsidiary of CCR of its non-restricted gaming license necessary to operate itsgaming Business in the State of Nevada, the loss by CCR of its finding ofsuitability as a holding company of any Subsidiary holding such non-restrictedgaming license, or the loss of Washington Trotting Association, Inc.’sCategory I Slot Machine License to operate its gaming Business; provided,however, that in no event shall any of the following, alone or incombination, be deemed to constitute, nor shall any of the following be takeninto account in determining whether there has been, a Material Adverse Effectunder clause (i) above:  (A) anEffect in general business, economic, political, legislative, social,regulatory or other conditions, whether locally, nationally or internationally,or in the financial, banking or securities markets (including changes tointerest rates, currency rates or the value of the U.S. Dollar relative toother currencies, consumer confidence, stock, bond and/or debt prices andtrends), or any acts of war, hostilities, military action, sabotage orterrorism (whether or not declared or undeclared) or any escalation orworsening of any such acts of war, hostility, military action, sabotage orterrorism; (B) any Effect resulting from the announcement of thisAgreement and the transactions contemplated hereby, or the identity of theParent, the Purchasers or any of their Affiliates as the acquiror of theCompanies; (C) any failure to meet projections, forecasts or revenue orearnings predictions for any period, provided that the underlying causes of anysuch failure shall not be excluded; (D) any changes in Law, GAAP or anyaccounting regulation (including any proposal or adoption of any new Law orGAAP rule or any change in the interpretation or enforcement of anyexisting Law or GAAP rule); (E) any Effect in the travel, hospitality orgaming industries generally; or (F) any taking of any action by any of theCompanies or the Current Equityholders specifically required by this Agreementto be so taken; provided, however, that the Effects set forth inclauses (A), (D) and (E) above may be taken into account to the extentsuch Effects have a disproportionate impact on the Companies.

 

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

 

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

 

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

 

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

 

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

 

1.49.     “Original Purchase Agreement” means thatcertain Purchase Agreement, dated as of December 11, 2007, among the CrownParties, the Current Equityholders and CCR, as thereafter amended.

 

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

 

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

 

1.52.     “Permitted Exceptions” means (i) anyLiens for Taxes not yet due and payable or that are being contested in goodfaith by appropriate proceedings and for which appropriate reserves have beenestablished in accordance with GAAP; (ii) mechanics’, warehousemens’,materialmens’, contractors’, workmens’, repairmens’, carriers’ and othersimilar Liens that are (a) inchoate or (b) being contested in goodfaith by appropriate proceedings or with respect to which reserves thereremains a bona fide opportunity to contest and, in either case, for whichreserves have been established, where appropriate and consistent with pastpractice; (iii) Liens incurred or deposits made in the ordinary course ofbusiness in connection with workers’ compensation, unemployment insurance andother types of social security or to secure the performance of tenders,statutory obligations, surety and appeal bonds, bids, leases, governmentcontracts, performance and return of money bonds and similar obligationsprovided that such items do not appear on title; (iv) imperfections oftitle that, individually or in the aggregate, do not materially and adverselyrestrict or affect the value or the contemplated or current use and enjoymentof any material property or assets of any of the Companies; (v) the titlepolicy and title commitment exceptions identified on Exhibit Battached hereto; (vi) any state of facts shown or which should have beenshown on an existing ALTA survey covering any of the real property of theCompanies that has been delivered or made available to the Purchasers; (vii) allpresently existing and future Liens of water rates, water meter charges, waterfrontage charges and sewer Taxes, rents and charges, if any, provided that suchitems are not due and payable; (viii) any other matter or thing affectingtitle to the Companies’ real property that the Purchasers shall have expresslyagreed in writing to waive; (ix) Liens disclosed on Schedule 1; (x) the dedication of approximately2.242 acres of the Meadows Property to North Strabane Township, as set forth inthat certain Agreement of Dedication entered into as of December 29, 2008,by and between North Strabane Township and CCR Pennsylvania Racing, Inc.;or (xi) any other Liens (excluding any Liens for Indebtedness) that have beenincurred or suffered in the ordinary course of business consistent with pastpractice and are not, individually or in the aggregate, material to theCompanies.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1.64.                “Subsidiary” means, with respectto any Person, any corporation or other entity of which such Person has,directly or indirectly, (a) ownership of securities or other interestshaving the power to elect a majority of the Board of Directors or similargoverning body of such corporation or other entity or (b) the power todirect the business and policies of that corporation or other entity.

 

1.65.                “Tax Authority” means anyGovernmental Entity or any subdivision, agency, commission or authoritythereof, or any quasi-governmental or private body having jurisdiction over theassessment, determination, collection or imposition of any Tax.

 

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

 

1.67.                “Taxes” means all taxes,assessments, charges, duties, fees, levies, imposts or other governmentalcharges, including Income Taxes, all federal, state, local, municipal, county,foreign and other franchise, profits, capital gains, capital stock, capitalstructure, transfer, gross receipts, sales, use, transfer, service, occupation,ad valorem, property, excise, severance, windfall profits, premium, stamp,license, payroll, employment, social security, unemployment, disability,environmental (including taxes under Code Section 59A), alternativeminimum, add-on, value-added, withholding and other taxes of any kindwhatsoever (whether payable directly or by withholding and whether or notrequiring the filing of a Tax Return), and all estimated 

 

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

 

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

 

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

 

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

 

**ARTICLE 2**

 

**Sale andPurchase of Series B Preferred Units**

 

2.1.                              Sale and Purchase of Series BPreferred Units.  Upon the terms andsubject to the conditions set forth in this Agreement, on the Closing Date, CCRshall issue and sell to each Purchaser, and each Purchaser shall purchase fromCCR and subscribe for, 35,807 Series B Preferred Units, for a total of71,614 Series B Preferred Units, in each case, free and clear of all Liens(other than Liens created by the Purchasers). The terms, limitations and relative rights and preferences of the Series BPreferred Units shall be as set forth in the Revised Operating Agreement.

 

2.2.                              Consideration.

 

### (a)                                  Subjectto the provisions of Section 9.2(a), the aggregate considerationfor the Series B Preferred Units, payable at the Closing, shall be anamount in cash equal to the Preferred Purchase Price.

###  

### (b)                                 Uponexecution and delivery of the Transaction Documents by all parties theretoprior to or on the date hereof, each Purchaser shall deposit with the EscrowAgent, by wire transfer of immediately available funds, an amount in cash equalto 50% of the Preferred Purchase Price. The Preferred Purchase Price shall be maintained and released subject toand in accordance with the terms of the Escrow Agreement.

###  

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

 

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

###  

### (b)                                 foreach Purchaser, certificates representing the Series B Preferred Unitspurchased by such Purchaser;

 

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### (c)                                  counterpartoriginals of the Revised Operating Agreement, duly executed by the CurrentEquityholders; and

###  

### (d)                                 suchother instruments, assignments, waivers, consents or other documents as thePurchasers or the Parent may reasonably request to evidence the satisfaction ofall conditions precedent set forth in Article 8 or to consummatethe transactions contemplated by this Agreement.

###  

2.4.                              Closing Deliveries ofthe Purchasers and the Parent.  Atthe Closing, the Parent shall deliver, or cause the Purchasers to deliver, asapplicable, to CCR and the Current Equityholders each of the following (inaddition to any other documents required to be delivered to CCR and the CurrentEquityholders by or on behalf of the Parent or the Purchasers pursuant to anyother provisions of this Agreement):

 

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

###  

### (b)                                 counterpartoriginals of the Revised Operating Agreement, duly executed by the Purchasers;and

###  

### (c)                                  suchother instruments, assignments, waivers, consents or other documents as CCR mayreasonably request to evidence the satisfaction of all conditions precedent setforth in Article 8 or to consummate the transactions contemplatedby this Agreement.

###  

2.5.                              Purchase Notice.  If all Gaming Approvals required to beobtained prior to the Closing to consummate the transactions contemplated bythis Agreement have been obtained, the Purchasers and the Current Equityholdersshall jointly deliver to the Escrow Agent no later than two (2) BusinessDays prior to the anticipated Closing Date the Purchase Notice instructing theEscrow Agent to distribute the Preferred Purchase Price to CCR.

 

2.6.                              Closing Date EscrowRelease.  On the Closing Date, theEscrow Agent shall distribute the Preferred Purchase Price to CCR by wiretransfer of immediately available funds to the “Distribution Account” set forthadjacent to CCR’s name on Exhibit A to the Escrow Agreement.

 

**ARTICLE 3**

 

**Closing**

 

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

 

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

 

**ARTICLE 4**

 

**Representationsand Warranties Regarding the Current Equityholders**

 

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

 

4.1.                              Current EquityholderOrganization and Good Standing.  TheCurrent Equityholder is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization (except where suchconcepts are not applicable), except for failures to be in good standing that,individually or in the aggregate, are not material to its ability to performits obligations hereunder or under any of the other Transaction Documents towhich it is a party and are not reasonably likely to prohibit or materiallyrestrict or delay its performance of this Agreement or any of such otherTransaction Documents.

 

4.2.                              Current EquityholderAuthority; Enforceability.  TheCurrent Equityholder has the requisite power and authority to execute, deliverand perform its obligations under this Agreement and the other TransactionDocuments to which it is a party, and to consummate the transactionscontemplated hereby and thereby.  Theexecution, delivery, and performance of this Agreement and such otherTransaction Documents, and the consummation of the transactions contemplatedhereby and thereby, have been duly and validly authorized by all necessaryaction on the part of the Current Equityholder, and no other company action onthe part of the Current Equityholder or any of its members or shareholders isnecessary to authorize the execution, delivery and performance of thisAgreement and such other Transaction Documents and the consummation of thetransactions contemplated hereby and thereby. This Agreement and such other Transaction Documents, when duly executedby the other parties hereto and thereto, will constitute legally valid andbinding obligations of the Current Equityholder enforceable against it inaccordance with their respective terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium and similar laws affecting creditors’rights and remedies generally and to general principles of equity.

 

**ARTICLE 5**

 

**Representationsand Warranties Regarding the Companies**

 

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

 

5.1.                              Company Organizationand Good Standing.  Each Company (a) isduly organized, validly existing and in good standing under the laws of thejurisdiction of its organization (except where such concepts are notapplicable), (b) has all requisite power and

 

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

 

5.2.                              CCR Authority;Enforceability.  CCR has therequisite power and authority to execute, deliver and perform its obligationsunder this Agreement and the other Transaction Documents to which it is aparty, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance ofthis Agreement and such other Transaction Documents, and the consummation ofthe transactions contemplated hereby and thereby, have been duly and validlyauthorized by all necessary action on the part of CCR, and no other companyaction on the part of CCR or any of its members or shareholders is necessary toauthorize the execution, delivery and performance of this Agreement and such  other Transaction Documents and theconsummation of the transactions contemplated hereby and thereby.  This Agreement and such other TransactionDocuments, when duly executed by the other parties hereto and thereto, willconstitute legally valid and binding obligations of CCR enforceable against itin accordance with their respective terms, subject to applicable bankruptcy,insolvency, reorganization, moratorium and similar laws affecting creditors’rights and remedies generally and to general principles of equity.

 

5.3.                              Capitalization; ValidIssuance.

 

### (a)                                  Exhibit Ato this Agreement contains a complete and accurate description of the ownershipstructure of the Companies (including the identity and percentage ownership ofeach Company and each other member, partner or other owner).  The Companies do not have any otherSubsidiaries or own any stock of, or any equity participation in, any Person,except as set forth on Exhibit A to this Agreement.  Each Company and each other member, partneror other owner, as applicable, is the owner of all right, title and interest(record and beneficial) in and to the issued and outstanding equity interestsof the Companies as set forth on Exhibit A to this Agreement, freeand clear of all Liens, other than Permitted Exceptions.  No Company and no other member, partner orother owner, as applicable, owns any right, title or interest (record orbeneficial) to any other equity interests of the Companies.  The equity interests of each Company as setforth on Exhibit A to this Agreement constitute all of the issuedand outstanding equity interests of such Company.  All of the issued and outstanding equityinterests of each Company have been duly authorized and are validly issued,fully paid (if applicable) and nonassessable (if applicable) and none of themhas been issued in violation of preemptive or similar rights.  There are no declared or accrued but unpaiddividends or distributions with regard to any issued and outstanding equityinterests of any Company, other than distributions by CCR to the CurrentEquityholders for payment of Taxes in accordance with the Governing Documentsof CCR.

###  

### (b)                                 Exceptas set forth on Schedule 5.3, (i) there are no equity interests in anyCompany reserved for issuance or subject to preemptive rights or anyoutstanding subscriptions, options, warrants, calls, rights, agreements,obligations, convertible, exercisable or exchangeable securities, or othercommitments, contingent or otherwise, relating to equity interests in any ofthe Companies, (ii) there are no outstanding or authorized membershipinterests, stock appreciation, phantom stock, profit participation, or similarrights for which any Company has

 

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

###  

### (c)                                  TheSeries B Preferred Units being purchased by the Purchasers pursuant tothis Agreement will, upon issuance pursuant to the terms of this Agreement, (i) beduly authorized and validly issued Series B Preferred Units of CCR, (ii) havethe rights and privileges set forth in the Revised Operating Agreement and (iii) constitute24.5% of the outstanding equity interests in CCR on an as-converted,fully-diluted basis as of the Closing Date.

###  

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

 

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

 

5.6.                              GovernmentalAuthorizations; Compliance with Laws.

 

### (a)                                  Tothe Companies’ knowledge, the Companies have obtained and maintain in fullforce and effect all material Governmental Authorizations required tosubstantially conduct the Business of the Companies as it is presently beingconducted, and for the lawful ownership, leasing, use and operation of theirrespective properties and assets, in each case, except for such GovernmentalAuthorizations the failure to have, obtain or maintain are not material to theability of CCR to perform its obligations hereunder and are not reasonablylikely to prohibit or materially restrict or delay the consummation of thetransactions contemplated hereby.  To theCompanies’ knowledge, there has occurred no material violation of or defaultunder any such Governmental Authorization. To the Companies’ knowledge, none of the Companies has received acurrently effective written notice, or has knowledge of any other

 

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### notice, indicating that any such Governmental Authorizations will berevoked or will not be renewed or will only be renewed in a manner that wouldprohibit or materially restrict the Companies from conducting their materialoperations in the ordinary course of business consistent with past practice.

###  

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

###  

**ARTICLE 6**

 

**Representationsand Warranties Regarding the Purchasers and the Parent**

 

Each of the Purchasersand the Parent, jointly and severally, hereby represents and warrants to CCR asfollows:

 

6.1.                              Purchaser and Parent Organizationand Good Standing.  Each of thePurchasers and the Parent (a) is duly organized, validly existing and ingood standing under the laws of the jurisdiction of its organization (exceptwhere such concepts are not applicable), (b) has all requisite power andauthority to own, operate and lease its properties and assets and to carry onits business as now conducted and (c) is duly qualified or licensed totransact business and is in good standing in each state or jurisdiction inwhich the ownership, operation or leasing of its property or the conduct of itsbusiness requires such qualification or license, except for failures to soqualify or be licensed or in good standing that, individually or in theaggregate, are not material to its ability to perform its obligations hereunderand are not reasonably likely to prohibit or materially restrict or delay itsperformance of this Agreement or any of such other Transaction Documents.

 

6.2.                              Purchaser and ParentAuthority; Enforceability.  Each ofthe Purchasers and the Parent has the requisite power and authority to execute,deliver and perform its obligations under this Agreement and the otherTransaction Documents to which it is a party, and to consummate thetransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such otherTransaction Documents, and the consummation of the transactions contemplatedhereby and thereby, have been duly and validly authorized by all necessaryaction on the part of the Purchasers or the Parent, as applicable, and no othercompany action on the part of the Parent or any of its shareholders isnecessary to authorize the execution, delivery and performance of thisAgreement and such other Transaction Documents and the consummation of thetransactions contemplated hereby and thereby. This Agreement and such other Transaction Documents, when duly executedby the other parties hereto and thereto, will constitute legally valid andbinding obligations of the Purchasers or the Parent, as applicable, enforceableagainst it in accordance with their respective terms, subject to applicablebankruptcy, insolvency, reorganization, moratorium and similar laws affectingcreditors’ rights and remedies generally and to general principles of equity.

 

6.3.                              Consents and Approvals.  No material consent, approval, order orauthorization of any third party that is not a Governmental Entity is requiredfor the execution, delivery and performance of this Agreement by the Purchasersor the Parent.  Except for the GamingApprovals,****no notices, reports, registrations orother filings are required to be made by

 

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

 

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

 

6.5.                              Securities Act.  The Purchasers are acquiring the Series BPreferred Units for their own account and not with a view to their distributionwithin the meaning of Section 2(11) of the Securities Act of 1933, asamended (the “Securities Act”), in any manner that would be in violationof the Securities Act.  Neither of thePurchasers has, directly or indirectly, offered the Series B PreferredUnits to anyone or solicited any offer to buy the Series B Preferred Unitsfrom anyone, so as to bring the offer and sale of the Series B PreferredUnits within the registration requirements of the Securities Act.  Neither of the Purchasers will sell, convey,transfer or offer for sale any of the Series B Preferred Units except uponcompliance with the Revised Operating Agreement, the Securities Act and anyapplicable state securities or “blue sky” laws or pursuant to any exemptiontherefrom.

 

6.6.                              Investor Status.  Each Purchaser certifies and represents toCCR that such Purchaser is an “accredited investor” as defined in Rule 501of Regulation D promulgated under the Securities Act. Each Purchaser’sfinancial condition is such that it is able to bear the risk of holding the Series BPreferred Units for an indefinite period of time and the risk of loss of itsentire investment. Each Purchaser has been afforded the opportunity to askquestions of and receive answers from the management of CCR concerning thisinvestment and has sufficient knowledge and experience in investing incompanies similar to CCR so as to be able to evaluate the risks and merits ofits investment in CCR.

 

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

 

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the satisfaction ofvarious conditions, and that, if applicable, Rule 144 may afford the basisfor sales only in limited amounts.

 

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

 

**ARTICLE 7**

 

**Covenantsof the Parties**

 

7.1.                              Cooperation.

 

### (a)                                  Eachparty will cooperate with the other in taking, or causing to be taken, allappropriate actions and all things necessary, proper or advisable to consummatethe transactions contemplated by this Agreement, including preparing and filingas promptly as reasonably practicable all documentation to obtain allGovernmental Authorizations.

###  

### (b)                                 Inthe event that any administrative or judicial action or proceeding isinstituted (or threatened to be instituted) by a Governmental Entity or privateparty challenging the transactions contemplated by this Agreement, or anyTransaction Document, each of the parties shall cooperate in all respects witheach other to contest and resist any such action or proceeding and to havevacated, lifted, reversed or overturned any decree, judgment, injunction orother order, whether temporary, preliminary or permanent, that is in effect andthat prohibits or materially restricts or delays consummation of thetransactions contemplated by this Agreement or any Transaction Document.

###  

### (c)                                  Theparties mutually agree to cooperate with each other (i) to, as promptly aspracticable after the date hereof, obtain all licenses, permits, approvals,authorizations, registrations, findings of suitability, franchises,entitlements, waivers and exemptions issued by any Gaming Authority (includingthe receipt of informal advice from the Gaming Authority that no filing orpermit is required, including with respect to any Affiliates or LicensedPersons) required to permit the parties hereto to consummate the transactionscontemplated by this Agreement (collectively, “Gaming Approvals”), (ii) toavoid any action or proceeding by any Gaming Authority challenging theconsummation of the transactions contemplated hereby, (iii) to make orcause to be made all necessary filings, and thereafter make or cause to be madeany other required submissions with respect to this Agreement and thetransactions contemplated hereby, as required under the Gaming Laws, (iv) toschedule and attend (or cause to be scheduled and attended) any hearings ormeetings with Gaming Authorities to obtain the Gaming Approvals as promptly aspossible and (v) to act diligently and promptly to pursue any and all ofthe foregoing as necessary to obtain the Gaming Approvals.

###  

### (d)                                 Allanalyses, appearances, meetings, discussions, presentations, memoranda, briefs,filings, arguments and proposals made by or on behalf of the Purchasers, theParent or any Licensed Person before any Governmental Authority, including anyGaming Authority, or the staff or regulators of any Governmental Authority, inconnection with the

 

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

###  

### (e)                                  Notwithstandinganything to the contrary herein, the parties agree that counsel for CCR may, atits discretion, direct the strategy for obtaining the Gaming Approvals requiredto consummate the purchase of the Series B Preferred Units and coordinateand participate in any and all appearances, meetings, discussions,presentations, memoranda, briefs, filings, arguments and proposals made beforeany Governmental Authority, including any Gaming Authority, or the staff orregulators of any Governmental Authority, in connection with the purchase ofthe Series B Preferred Units, with the cooperation of the Crown Partiesand their counsel; provided that at the reasonable request of LicensedPersons outside the control of the Purchasers or Parent, CCR and the CurrentEquityholders agree that counsel for CCR shall not participate in the portionof any appearance, meeting, or discussion before the Gaming Authorities whichinvolves confidential information of Licensed Persons outside the control ofthe Purchasers or Parent.

###  

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

###  

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

###  

7.2.                              No AlternativeTransactions.  The parties agree thatfrom the date hereof through the earlier of (a) the Closing Date and (b) thetermination of this Agreement under Section 9.1, none of theCurrent Equityholders or the Companies shall, and each of the CurrentEquityholders and the Companies shall require its respective Representativesnot to, directly or

 

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

 

7.3.          Guarantee.

 

### (a)           The Parent absolutely,unconditionally and irrevocably guarantees to CCR and the Current Equityholdersthe due and punctual observance, performance and discharge of all of thecovenants, agreements, obligations and liabilities of the Purchasers pursuantto this Agreement, whether fixed, contingent, now existing or hereafterarising, created, assumed, incurred or acquired from the date hereof throughthe Closing Date (the “Obligations”).

 

### (b)           The Parent agrees that theobligations of the Parent hereunder shall not be released or discharged, inwhole or in part, or otherwise affected by (i) the failure of CCR or theCurrent Equityholders to assert any claim or demand or to enforce any right orremedy against any of the Purchasers, (ii) any change in the time, placeor manner of payment of any of the Obligations or any rescission, waiver,compromise, consolidation or other amendment or modification of any of theterms of provisions of this Agreement, (iii) any change in the corporateexistence, structure or ownership of any of the Purchasers, (iv) anyinsolvency, bankruptcy, reorganization or other similar proceeding affectingany of the Purchasers, (v) any lack of validity or enforceability of thisAgreement, (vi) the existence of any claim, set-off or other rights whichthe Parent may have at any time against CCR, the Current Equityholders or anyof the Purchasers, whether in connection with the Obligations or otherwise, and(vii) any other act or omission which might in any manner or to any extentvary the risk of the Parent or otherwise operate as a release or discharge ofthe Parent, all of which may be done without notice to the Parent.  Neither CCR nor the Current Equityholdersshall be bound or obliged to exhaust their recourse against the Purchasers orpursue any other remedy whatsoever before being entitled to demand thesatisfaction of the Obligations by the Parent hereunder.  To the fullest extent permitted by law, theParent hereby expressly waives any and all rights or defenses arising by reasonof any law which would otherwise require any election of remedies by CCR or theCurrent Equityholders.  The Parentacknowledges that it will receive substantially direct and indirect benefitsfrom the transactions contemplated by this Agreement and that the waivers setforth herein are knowingly made in contemplation of such benefits.Notwithstanding anything to the contrary herein, the Parent’s obligations underthis guarantee shall be subject to any and all claims, defenses, setoffs orother rights of or available to the Purchasers.

 

### (c)           This guarantee shall remain in fullforce and effect and shall be binding on the Parent, its successors and assignsuntil all of the Obligations have been indefeasibly paid, observed, performedor satisfied in full.

 

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7.4.          Useof Proceeds.  Upon the distributionto CCR of the Preferred Purchase Price at the Closing, subject to and inaccordance with this Agreement and the Escrow Agreement, CCR agrees to use thePreferred Purchase Price promptly to make payments in respect of (i) theCompanies’ debt facilities in partial repayment of outstanding Indebtedness ofthe Companies as of the Closing Date (which partial repayment shall be no lessthan $225 million), (ii) equity cures, if necessary, pursuant to theCompanies’ debt facilities for the period ended December 31, 2008 and periodending March 31, 2009, (iii) fees and expenses and (iv) othergeneral corporate purposes as CCR deems appropriate, including the funding ofdistributions permitted under the Companies’ debt facilities.

 

**ARTICLE 8**

** **

**Conditionsto Closing**

 

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

 

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

 

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

 

### (c)           Termination and SettlementAgreement.  (i) The Terminationand Settlement Agreement shall be in full force and effect and (ii) theOriginal Purchase Agreement shall be terminated in its entirety and be null andvoid and of no further force or effect.

 

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

 

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

 

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

 

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

 

### (c)           Certain Other Documents.  The Option Agreement shall be in full forceand effect.

 

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

 

8.3.          Conditionsto the Obligations of CCR.  Theobligation of CCR to consummate the transactions contemplated by this Agreementshall be subject to the fulfillment or waiver, at or prior to the Closing, ofeach of the following conditions:

 

(a)           Representationsand Warranties.  The representationsand warranties of the Parent and the Purchasers contained in this Agreementshall be true and correct in all material respects (except for suchrepresentations and warranties as are qualified by materiality, whichrepresentations and warranties shall be true and correct in all respects), asof the date of this Agreement and as of the Closing Date as though made on andas of the Closing Date (other than such representations and warranties that areexpressly made as of an earlier date which need only be true and correct in allmaterial respects or true and correct in all respects, as the case may be, asof such earlier date), except where the failure of such representations andwarranties to be in compliance with the standard set forth above would notprohibit or materially restrict the performance of this Agreement by the Parentor the Purchasers.

 

### (b)           Covenants.  The Parent and each Purchaser shall haveperformed in all material respects all obligations required to be performed byit under this Agreement.

###  

### (c)           Closing Deliveries.  CCR shall have received the deliverables setforth in Section 2.4.

 

### (d)           Release of Preferred PurchasePrice.  The Preferred Purchase Priceshall have been distributed to CCR subject to and in accordance with the EscrowAgreement.

 

**ARTICLE 9**

 

**Termination**

 

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

 

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

 

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

 

9.2.          Effectof Termination.

 

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

 

### (b)           Upon distribution of the Terminationand Series A2 Fee to CCR on the End Date, CCR shall issue to thePurchasers the 4.1% Interest, provided all Gaming Approvals required to beobtained from, issued by or received from any Gaming Authority to permit theparties hereto to consummate such issuance have been received.

 

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

 

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

 

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

 

### (f)            Dispute Resolution.  Any Closing Dispute shall be finally andexclusively resolved by arbitration in accordance with the CommercialArbitration Rules of the American Arbitration Association (“AAA”)and the International Commercial Arbitration Supplementary Procedures then ineffect (the “Rules”), except as modified herein.  The place of arbitration shall be New York,New York. There shall be one arbitrator who shall be agreed upon by the partieswithin twenty (20) days of receipt by respondent of a copy of the demand forarbitration. If the arbitrator is not appointed within the time limit providedherein, such arbitrator shall be appointed by AAA’s International Centre forDispute Resolution (“ICDR”) in accordance with the listing, striking andranking procedure in the Rules, with each party being given a limited number ofstrikes, except for cause.  Anyarbitrator appointed by the ICDR shall be a retired judge or a practicingattorney with no less than fifteen years of experience with large commercialcases and an experienced arbitrator.  Inrendering an award, the arbitrator shall be required to follow the laws of theState of Delaware. The arbitrator shall be limited in the award to directingthe disposition of the Crown Payment Fund and may not award any remedy orrelief in excess of the disposition of such funds and each of the CurrentEquityholders and CCR hereby irrevocably waives any right to recover anydamages in excess of the funds contained in the Purchase Price Escrow Accountwith respect to any Closing Dispute.  Theaward of the arbitrator (“Arbitrator Award”) shall be in writing andshall briefly state the findings of fact and conclusions of law on which it isbased. The award shall be final and binding upon the Parties and shall be thesole and exclusive remedy between the Parties regarding any claims,counterclaims, issues or accounting presented to the arbitrator.  Judgment upon the award may be entered in anycourt having jurisdiction over any party or any of its assets. Any costs orfees (including attorneys’ fees and expenses) incident to enforcing the awardshall be charged against the Party resisting such enforcement.  TheArbitrator shall have the power to award legal fees, disbursements and otherexpenses (including fees and costs of such arbitration) to a prevailing partyfor all amounts which such Arbitrator determines to be reasonable andappropriate.

 

9.3.          GamingApprovals.  It is understood andagreed by the Current Equityholders and CCR that neither the Purchasers nor theParent shall be in breach or violation of their respective obligations underthis Agreement as a result of the failure to obtain any Gaming Approval, or thefailure of any Persons affiliated or associated with the Parent or thePurchasers that may need to be licensed under applicable Gaming Laws to receiveany Gaming Approval, required to consummate the transactions contemplatedhereby or by the other Transaction Documents, in all events, without regard tothe circumstances or reason (or no reason) therefor, and CCR and the CurrentEquityholders shall have no claims or rights against the Parent, the Purchasersand each of their respectiveAffiliates, direct or indirect equityholders

 

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and controlling persons (including, withoutlimitation and for sake of clarity, Consolidated Press Holdings Limited and itssubsidiaries and parent entities, any Licensed Person (as defined in theOriginal Purchase Agreement) and the entities described in Section 6.9 tothe Original Purchase Agreement) and each of their respective  successors, assigns, officers, directors,managing directors, partners, managers, principals, members, employees, heirs,executors, administrators, parents, subsidiaries, and predecessor entities and,to the extent such parties are acting in a representative capacity, thecreditors, representatives, agents and attorneys of any of them, at lawor in equity, other than the right to distribution of the Termination and Series A2Fee pursuant to the terms of the Escrow Agreement.

 

**ARTICLE10**

 

**General**

 

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

 

10.2.        NoThird Party Rights or Obligations. Nothing in this Agreement, express or implied, is intended to confer anyrights or remedies of any nature whatsoever, or impose any burden or obligationof any nature whatsoever, upon any Person other than the parties hereto, underor by reason of this Agreement or any provision of this Agreement, and  this Agreement and all of its provisions andconditions are for the sole and exclusive benefit of, and the sole andexclusive burden of, the parties to this Agreement and their respectivesuccessors and permitted assigns.

 

10.3.        Counterparts.  This Agreement may be executed simultaneouslyin any number of counterparts, each of which shall be deemed an original, butall of which together shall constitute one and the same instrument.  The parties agree and acknowledge thatdelivery of a signature by facsimile shall constitute execution by suchsignatory.

 

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

 

10.5.        ApplicableLaw.  This Agreement shall begoverned by and construed and enforced in accordance with the internal laws ofthe State of Delaware, regardless of the laws that might otherwise govern underthe applicable principles of conflicts of laws.

 

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10.6.        Enforcement.  Except as otherwise provided in Section 9.2,(i) the parties agree that irreparable damage would occur and that theparties would not have any adequate remedy at law and that money damages wouldnot be sufficient in the event that any of the provisions of this Agreementwere not performed in accordance with their specific terms or were otherwisebreached and (ii) it is accordingly agreed that the parties shall beentitled to an injunction or injunctions and other equitable relief (withoutbond or other security being required) to prevent breaches of this Agreementand to enforce specifically the terms and provisions of this Agreement in anyfederal or state court located in the State of Delaware, this being in additionto any other remedy to which they are entitled at law or in equity. Inaddition, except as otherwise provided in Section 9.2, each of theparties hereto (a) consents to submit itself to the personal jurisdictionof the federal and state courts located in the State of Delaware in the eventany dispute arises out of this Agreement or any of the transactionscontemplated by this Agreement, (b) agrees that it will not attempt todeny or defeat such personal jurisdiction by motion or other request for leavefrom any such court, and (c) agrees that it will not bring any actionrelating to this Agreement or any of the transactions contemplated by thisAgreement in any court other than a federal or state court in the State ofDelaware.

 

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

 

10.8.        Waiverof Conditions.  No claim or rightarising out of this Agreement or the documents referred to in this Agreementcan be discharged by one party, in whole or in part, by a waiver orrenunciation of the claim or right unless in writing signed by the other party.  No waiver that may be given by a party willbe applicable except in the specific instance for which it is given.  No notice to or demand on one party will bedeemed to be a waiver of any obligation of such party or of the right of theparty giving such notice or demand to take further action without notice ordemand as provided in this Agreement or the documents referred to in thisAgreement.

###  

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

###  

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

 

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

 

10.10.      Construction.  Each party has been represented by counsel ofits 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.

 

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

 

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

 

10.13.      Assignments.

 

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

 

### (b)           Neither CCR nor the CurrentEquityholders may assign any of their respective rights or obligations underthis Agreement without the prior written consent of the Purchasers and anypurported assignment without such consent shall be void.

 

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

 

If to the Purchasers:

 

The CorporationTrust Company

1209 Orange Street

 

25

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Wilmington,Delaware  19801
| Attention: |   | Scott Lascala                  |
|------------|--------|--------------------------------|
|       |   | Service of Process  Department |
| Facsimile: |   | (302) 655-7813                 |

 

With a copy to:

 

Crown Limited

8 Whiteman Street

Southbank,Victoria 3006

Australia

Attn:  Company Secretary

Facsimile:  + 61 3 9292 8815

 

and

 

Skadden,Arps, Slate, Meagher & Flom LLP

FourTimes Square

NewYork, New York 10036

Attn:  Patricia Moran

Facsimile: (212)735-2000

 

If to the Parent:

 

Crown Limited

8 Whiteman Street

Southbank,Victoria 3006

Australia

Attn:  Company Secretary

Facsimile:  + 61 3 9292 8815

 

With a copy to:

 

Skadden,Arps, Slate, Meagher & Flom LLP

FourTimes Square

NewYork, New York 10036

Attn:  Patricia Moran

Facsimile: (212)735-2000

 

If to CCR:

 

CanneryCasino Resorts, LLC

9107West Russell Road

LasVegas, Nevada  89148

Attn:  Managers

Facsimile:  (702) 856-5101

 

26

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With a copy to:

 

OCMHoldco, LLC

333South Grand Avenue, 28th Floor

Los Angeles, California  90071

Attn:  Stephen A.Kaplan

Facsimile:  (213) 830-6377

 

and

 

Munger, Tolles &Olson LLP

355 South Grand Avenue,35th Floor

Los Angeles, California  90071

Attn:  Sandra A. Seville-Jones

Facsimile:  (213) 683-5126

 

If to the CurrentEquityholders:

 

MillenniumGaming, Inc.

9107West Russell Road

LasVegas, Nevada  89148

Attn:  Chief Executive Officer

Facsimile:  (702) 856-5101

 

and

 

OCMHoldco, LLC

333South Grand Avenue, 28th Floor

Los Angeles, California  90071

Attn:  Stephen A.Kaplan

Facsimile:  (213) 830-6377

 

With a copy to:

 

Munger, Tolles &Olson LLP

355 South Grand Avenue,35th Floor

Los Angeles, California  90071

Attn:  Sandra A. Seville-Jones

Facsimile:  (213) 683-5126

 

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

 

10.15.      FurtherAssurances.  Without limiting theprovisions of Section 7.1, the parties hereto shall usecommercially reasonable efforts to do and perform or cause to be done and performedall such further acts and things and shall execute and deliver all such other

 

27

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

 

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

 

10.17.      AdditionalRules of Construction.  Thefollowing provisions shall be applied wherever appropriate herein:

 

### (a)           “herein,” “hereby,” “hereunder,” “hereof”and other equivalent words shall refer to this Agreement as an entirety and 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)           all accounting terms not specificallydefined herein shall be construed in accordance with GAAP;

 

### (f)            the captions and descriptiveheadings herein are included for convenience of reference only and shall beignored in the construction or interpretation hereof;

 

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

 

### (h)           the Annex, Exhibits and Schedulesattached hereto are incorporated herein by reference and shall be consideredpart of this Agreement as if fully set forth herein; and

 

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

 

28

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**[SignaturePages Follow]**

 

29

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

 
| Signed for CROWN LIMITED by its         |   |                      |
|-----------------------------------------|--------|---------------------------|
| attorney under power of attorney in the |   |                      |
| presence of:                            |   |                      |
|                                    |   |                      |
| /s/ Garry Besson                        |   | /s/ Guy Jalland           |
| Signature of witness                    |   | Signature of attorney     |
|                                    |   |                      |
| Garry Besson                            |   | Guy Jalland               |
| Name of witness (print)                 |   | Name of attorney (print)  |
|                                    |   |                      |
|                                    |   |                      |
| Signed for CROWN CCR GROUP              |   |                      |
| INVESTMENTS ONE, LLC by its             |   |                      |
| attorney under power of attorney in the |   |                      |
| presence of:                            |   |                      |
|                                    |   |                      |
| /s/ Garry Besson                        |   | /s/ Guy Jalland           |
| Signature of witness                    |   | Signature of attorney     |
|                                    |   |                      |
| Garry  Besson                           |   | Guy  Jalland              |
| Name  of witness (print)                |   | Name  of attorney (print) |
|                                    |   |                      |
|                                    |   |                      |
| Signed for CROWN CCR GROUP              |   |                      |
| INVESTMENTS TWO, LLC by its             |   |                      |
| attorney under power of attorney in the |   |                      |
| presence of:                            |   |                      |
|                                    |   |                      |
| /s/ Garry Besson                        |   | /s/ Guy Jalland           |
| Signature of witness                    |   | Signature of attorney     |
|                                    |   |                      |
| Garry  Besson                           |   | Guy  Jalland              |
| Name of witness (print)                 |   | Name of attorney  (print) |

 

----

 
|   | **CCR****:**                     |
|--------|----------------------------------|
|   |                             |
|   | **CANNERY  CASINO RESORTS, LLC** |
|   | ** **                       |
|   |                             |
|   | By:                              | /s/  William C. Wortman |
|   |                             | Name: | William C. Wortman |
|   |                             | Title: | Manager |
|   |                             |
|   |                             |
|   | **CURRENT  EQUITYHOLDERS:**      |
|   |                             |
|   | **MILLENNIUM  GAMING, INC.**     |
|   | ** **                       |
|   |                             |
|   | By:                              | /s/  William J. Paulos |
|   |                             | Name: | William J. Paulos |
|   |                             | Title: | President |
|   |                             |
|   |                             |
|   | **OCM  HOLDCO, LLC**             |
|   | ** **                       |
|   |                             |
|   | By:                              | /s/  Stephen A. Kaplan |
|   |                             | Name: | Stephen A. Kaplan |
|   |                             | Title: | Manager |
|   |                             |
|   |                             |
|   | By:                              | /s/  Ronald N. Beck |
|   |                             | Name: | Ronald N. Beck |
|   |                             | Title: | Manager |

 

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