**Exhibit10.30**

 

** **

PURCHASE AGREEMENT

 

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 December 11,2007

** **

** **

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TABLE OF CONTENTS

 
| ARTICLE 1 | DEFINITIONS                                             |                                                                  |
|-----------|---------------------------------------------------------|-----------------------------------------------------------------------|
|      |                                                    |                                                                  |
| ARTICLE 2 | SALE AND  PURCHASE OF SHARES                            |                                                                  |
|      |                                                    |                                                                  |
|      | 2.1.                                                    | Sale and Purchase of Shares                                           | 28 |
|      | 2.2.                                                    | Consideration                                                         | 28 |
|      | 2.3.                                                    | Sellers’ Closing Deliveries                                      | 37 |
|      | 2.4.                                                    | Buyers’ Closing Deliveries                                       | 39 |
|      | 2.5.                                                    | Final Statements                                                      | 39 |
|      | 2.6.                                                    | Allocation of Purchase Price                                          | 41 |
|      |                                                    |                                                                  |
| ARTICLE 3 | CLOSING                                                 |                                                                  |
|      |                                                    |                                                                  |
|      | 3.1.                                                    | Closing                                                               | 42 |
|      | 3.2.                                                    | Closing Extension                                                     | 42 |
|      | 3.3.                                                    | Closing Date                                                          | 43 |
|      |                                                    |                                                                  |
| ARTICLE 4 | REPRESENTATIONS  AND WARRANTIES REGARDING SELLERS       |                                                                  |
|      |                                                    |                                                                  |
|      | 4.1.                                                    | Representations of Millennium                                         | 43 |
|      | 4.2.                                                    | Representations of HoldCo                                             | 43 |
|      | 4.3.                                                    | Representations of Each Seller                                        | 49 |
|      |                                                    |                                                                  |
| ARTICLE 5 | REPRESENTATIONS  AND WARRANTIES REGARDING THE COMPANIES |                                                                  |
|      |                                                    |                                                                  |
|      | 5.1.                                                    | Company Organization; Good Standing; CCR Authority and Enforceability | 52 |
|      | 5.2.                                                    | Capitalization                                                        | 52 |
|      | 5.3.                                                    | No Litigation                                                         | 53 |
|      | 5.4.                                                    | Consents and Approvals                                                | 53 |
|      | 5.5.                                                    | No Violations                                                         | 53 |
|      | 5.6.                                                    | Material Contracts                                                    | 54 |
|      | 5.7.                                                    | Financial Information                                                 | 56 |
|      | 5.8.                                                    | Liabilities                                                           | 56 |
|      | 5.9.                                                    | Labor Matters                                                         | 56 |
|      | 5.10.                                                   | Employee Benefit Matters                                              | 58 |
|      | 5.11.                                                   | Taxes                                                                 | 60 |
|      | 5.12.                                                   | Governmental Authorizations                                           | 61 |
|      | 5.13.                                                   | Insurance                                                             | 62 |
|      | 5.14.                                                   | Compliance with Laws                                                  | 62 |
|      | 5.15.                                                   | Real Property                                                         | 63 |
|      | 5.16.                                                   | Environmental Matters                                                 | 65 |
|      | 5.17.                                                   | Intellectual Property                                                 | 66 |
|      | 5.18.                                                   | Absence of Certain Changes                                            | 67 |
|      | 5.19.                                                   | Brokers and Finders                                                   | 67 |

 

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|      | 5.20.                                                        | Solvency                                                                              | 67 |
|-----------|--------------------------------------------------------------|---------------------------------------------------------------------------------------|----|
|      | 5.21.                                                        | Related Party Transactions                                                            | 67 |
|      | 5.22.                                                        | Personal Property                                                                     | 68 |
|      | 5.23.                                                        | No Other Representations or Warranties                                                | 68 |
|      |                                                         |                                                                                  |
| ARTICLE 6 | REPRESENTATIONS  AND WARRANTIES OF THE BUYERS AND THE PARENT |                                                                                  |
|      |                                                         |                                                                                  |
|      | 6.1.                                                         | Buyer Organization and Good Standing                                                  | 68 |
|      | 6.2.                                                         | Buyer Authority; Enforceability                                                       | 69 |
|      | 6.3.                                                         | Consents and Approvals                                                                | 69 |
|      | 6.4.                                                         | No Violations                                                                         | 69 |
|      | 6.5.                                                         | Funds Available                                                                       | 69 |
|      | 6.6.                                                         | Brokers and Finders                                                                   | 69 |
|      | 6.7.                                                         | Securities Act                                                                        | 70 |
|      | 6.8.                                                         | No Litigation                                                                         | 70 |
|      | 6.9.                                                         | Gaming Approvals and Licensing Matters                                                | 70 |
|      | 6.10.                                                        | Solvency                                                                              | 71 |
|      | 6.11.                                                        | No Other Representations or Warranties                                                | 71 |
|      |                                                         |                                                                                  |
| ARTICLE 7 | COVENANTS  OF THE PARTIES                                    |                                                                                  |
|      |                                                         |                                                                                  |
|      | 7.1.                                                         | Conduct of the Companies                                                              | 71 |
|      | 7.2.                                                         | Conduct of Blocker and AcquisitionCo                                                  | 75 |
|      | 7.3.                                                         | No Control of Other Party’s Business                                             | 75 |
|      | 7.4.                                                         | Reasonable Best Efforts                                                               | 75 |
|      | 7.5.                                                         | Updates to Disclosure Schedules                                                       | 80 |
|      | 7.6.                                                         | Notifications to Buyers                                                               | 81 |
|      | 7.7.                                                         | No Alternative Transactions                                                           | 81 |
|      | 7.8.                                                         | Publicity                                                                             | 81 |
|      | 7.9.                                                         | Racing Services Agreement                                                             | 81 |
|      | 7.10.                                                        | Tax Matters                                                                           | 82 |
|      | 7.11.                                                        | LandCo Disposition                                                                    | 89 |
|      | 7.12.                                                        | Excluded Opportunities                                                                | 89 |
|      | 7.13.                                                        | Assistance and Records                                                                | 90 |
|      | 7.14.                                                        | Guarantee                                                                             | 90 |
|      | 7.15.                                                        | Gaming Opportunity                                                                    | 91 |
|      | 7.16.                                                        | Construction of the Projects                                                          | 91 |
|      | 7.17.                                                        | Construction Information and Other Matters                                            | 94 |
|      | 7.18.                                                        | Pennsylvania Condition Certificate                                                    | 95 |
|      | 7.19.                                                        | No Assignment if Breach                                                               | 96 |
|      | 7.20.                                                        | FIRPTA Certificates                                                                   | 97 |
|      | 7.21.                                                        | Repayment of Loan Obligations                                                         | 98 |
|      | 7.22.                                                        | Activities of AcquisitionCo and Blocker                                               | 99 |
|      | 7.23.                                                        | [Intentionally Left Blank]                                                            | 99 |
|      | 7.24.                                                        | Amended Nevada Palace Lease; Subordination, Non-disturbance and  Attornment Agreement | 99 |
|      | 7.25.                                                        | Termination of Affiliate Agreements; Release of Claims                                | 99 |

 

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|            | 7.26.                  | Labor Matters                                | 100 |
|-----------------|------------------------|----------------------------------------------|-----|
|            | 7.27.                  | Impact of New Gaming Taxes                   | 100 |
|            |                   |                                         |
| ARTICLE 8       | CONDITIONS  TO CLOSING |                                         |
|            |                   |                                         |
|            | 8.1.                   | Conditions to the Obligations of All Parties | 102 |
|            | 8.2.                   | Conditions to the Obligations of the Buyers  | 102 |
|            | 8.3.                   | Conditions to the Obligations of Sellers     | 104 |
|            |                   |                                         |
| ARTICLE 9       |                   |                                         |
|            |                   |                                         |
| TERMINATION     |                   |
|            |                   |                                         |
|            | 9.1.                   | Termination                                  | 105 |
|            | 9.2.                   | Termination Fee                              | 106 |
|            | 9.3.                   | Effect of Termination                        | 107 |
|            |                   |                                         |
| ARTICLE 10      |                   |                                         |
|            |                   |                                         |
| INDEMNIFICATION |                   |
|            |                   |                                         |
|            | 10.1.                  | Survival                                     | 108 |
|            | 10.2.                  | Indemnification                              | 108 |
|            | 10.3.                  | Limits on Indemnification                    | 111 |
|            | 10.4.                  | Escrow                                       | 113 |
|            | 10.5.                  | Tax Benefit                                  | 113 |
|            | 10.6.                  | Mitigation for Construction Claims           | 115 |
|            | 10.7.                  | Exclusive Remedy                             | 115 |
|            | 10.8.                  | Adjustment of Purchase Price                 | 116 |
|            |                   |                                         |
| ARTICLE 11      |                   |                                         |
|            |                   |                                         |
| GENERAL         |                   |                                         |
|            |                   |                                         |
|            | 11.1.                  | Entire Agreement                             | 116 |
|            | 11.2.                  | No Third Party Rights                        | 116 |
|            | 11.3.                  | Counterparts                                 | 116 |
|            | 11.4.                  | Headings                                     | 116 |
|            | 11.5.                  | Applicable Law                               | 116 |
|            | 11.6.                  | Enforcement                                  | 117 |
|            | 11.7.                  | Waiver of Jury Trial                         | 117 |
|            | 11.8.                  | Waiver of Conditions                         | 117 |
|            | 11.9.                  | Transaction Expenses                         | 117 |
|            | 11.10.                 | Construction                                 | 118 |
|            | 11.11.                 | Severability                                 | 118 |
|            | 11.12.                 | Amendments                                   | 118 |
|            | 11.13.                 | Assignments                                  | 118 |
|            | 11.14.                 | Notices                                      | 118 |
|            | 11.15.                 | Further Assurances                           | 120 |
|            | 11.16.                 | Confidentiality                              | 120 |

 

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|   | 11.17. | Additional Rules of Construction | 120 |
|--------|--------|---------------------------------------|-----|
|   | 11.18. | Enforcement of this Agreement         | 121 |
|   | 11.19. | Knowledge                             | 121 |

 

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EXHIBITS

 
| Exhibit A |   | Unit Ownership                                        |
|----------------|--------|-------------------------------------------------------|
|           |   |                                                  |
| Exhibit B |   | Sample Statement of  Free Cash Flow                   |
|           |   |                                                  |
| Exhibit C |   | Amended Nevada Palace  Lease                          |
|           |   |                                                  |
| Exhibit D |   | Budgets                                               |
|           |   |                                                  |
| Exhibit E |   | Cannery East Project  Brief                           |
|           |   |                                                  |
| Exhibit F |   | Escrow Agreement                                      |
|           |   |                                                  |
| Exhibit G |   | Payment Percentages                                   |
|           |   |                                                  |
| Exhibit H |   | Non-Competition  Agreement (Mr. William Paulos)  |
|           |   |                                                  |
| Exhibit I |   | Non-Competition  Agreement (Mr. William Wortman) |
|           |   |                                                  |
| Exhibit J |   | Meadows Casino and  Hotel Project Brief               |
|           |   |                                                  |
| Exhibit K |   | Title Commitment  Exceptions                          |
|           |   |                                                  |
| Exhibit L |   | Plans and  Specifications                             |
|           |   |                                                  |
| Exhibit M |   | Timetables                                            |
|           |   |                                                  |
| Exhibit N |   | Form of Sale of  Option Agreement                |
|           |   |                                                  |
| Exhibit O |   | Form of Opinion of  Sellers’ Counsel        |
|           |   |                                                  |
| Exhibit P |   | Form of Estoppel  Certificate                    |
|           |   |                                                  |
| Exhibit Q |   | Transition Services  Consulting Agreement             |
|           |   |                                                  |
| Exhibit R |   | Assignment/Sale Documentation                         |
|           |   |                                                  |
| Exhibit S |   | [Intentionally Left  Blank]                           |
|           |   |                                                  |
| Exhibit T |   | Form of Cash Log                                 |
|           |   |                                                  |
| Exhibit U |   | Form of Releases                                 |
|           |   |                                                  |
| Exhibit V |   | Form of  Non-imputation Endorsement              |
|           |   |                                                  |
| Exhibit W |   | Dispute Resolution                                    |

 

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| Exhibit X |   | Gaming Approvals                                                      |
|----------------|--------|-----------------------------------------------------------------------|
|           |   |                                                                  |
| Exhibit Y |   | Form of  Subordination, Non-disturbance and Attornment Agreement |

 

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**PURCHASEAGREEMENT**

 

This PURCHASE AGREEMENT, dated as of****December 11,2007 (this “Agreement”), is by and among (i) Crown Limited, anAustralian company (the “Parent”), (ii) Crown CCR Group InvestmentsOne, LLC (“Crown One”) and Crown CCR Group Investments Two, LLC (“CrownTwo” and, collectively with Crown One, the “Buyers” and each, a “Buyer”),each a Delaware limited liability company and an indirect wholly ownedsubsidiary of Parent, (iii) Millennium Gaming, Inc., a Nevadacorporation (“Millennium”), (iv) OCM HoldCo, LLC, a Delawarelimited liability company (“HoldCo” and, collectively with Millennium,the “Sellers” and each, a “Seller”), and (v) Cannery CasinoResorts, LLC, a Nevada limited liability company (“CCR”).  Capitalized terms used but not defined hereinhave the respective meanings specified in Article 1.

 

**RECITALS**

 

WHEREAS, Millennium and OCM AcquisitionCo LLC, aNevada limited liability company (“AcquisitionCo”), own all of theissued and outstanding units (the “CCR Units”) of CCR;

 

WHEREAS, OCM Blocker, LLC, a Delaware limitedliability company (“Blocker”), owns all of the issued and outstandingunits of AcquisitionCo (the “Blocker Units”), and AcquisitionCo owns 42%of the CCR Units (the “AcquisitionCo Units”), as set forth on Exhibit Ahereto;

 

WHEREAS, HoldCo owns all of the issued and outstandingClass A Units (the “Blocker A Units”) of Blocker, which representmore than 99.99% of the capital interest in Blocker (the “HoldCo Units”);

 

WHEREAS, HoldCo and Blocker are parties to an Optionto Purchase dated January 5, 2006, as corrected on March 17, 2006(the “Option Agreement”), whereby HoldCo has the option to purchase theBlocker Units (the “Option”);

 

WHEREAS, GLCP Nevada LLC, a Delaware limited liabilitycompany (“GLCP”), owns all of the issued and outstanding Class BUnits of Blocker, which represent less than 0.01% of the capital interest inBlocker (the “GLCP Units”);

 

WHEREAS, Millennium owns 58% of the CCR Units as setforth on Exhibit A hereto (the “Millennium Units”);

 

WHEREAS, Millennium desires to sell to Crown One, andCrown One desires to purchase from Millennium, the Millennium Units, upon theterms and subject to the conditions set forth herein;

 

WHEREAS, HoldCo desires to sell to Crown Two, andCrown Two desires to purchase from HoldCo, the HoldCo Units, upon the terms andsubject to the conditions set forth herein;

 

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WHEREAS, HoldCo desires to sell to Crown One, andCrown One desires to purchase from HoldCo, all of HoldCo’s right, title, andinterest in the Option Agreement;

 

WHEREAS, concurrently with the execution of thisAgreement, GLCP and Crown Two have entered into the GLCP Purchase Agreement,pursuant to which, and upon the terms and subject to the conditions of which,GLCP has agreed to sell to Crown Two, and Crown Two has agreed to purchase fromGLCP, the GLCP Units; and

 

WHEREAS, upon the concurrent closings of thetransactions contemplated by this Agreement and by the GLCP Purchase Agreement,the Buyers shall collectively own, directly or indirectly, 100% of the issuedand outstanding CCR 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.       “AcceptedGaming Opportunity” has the meaning set forth in Section 7.15.

 

1.2.       “AcquisitionCo”has the meaning set forth in the Recitals.

 

1.3.       “AcquisitionCoUnits” has the meaning set forth in the Recitals.

 

1.4.       “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.

 

1.5.       “ActualStatement” has the meaning set forth in Section 2.5(a).

 

1.6.       “ActuallyRealized” with respect to a Tax Benefit, shall mean the time that anyrefund of Taxes is actually received or applied against other Taxes due, or atthe time of the filing of a Tax Return (including any Tax Return relating toestimated Taxes) on which a loss, deduction or credit or increase in basis isapplied to reduce the amount of Taxes that would otherwise be payable.

 

1.7.       “AdjustedOperating Income” means, for the Companies on a consolidated basis, anamount equal to income from operations plus depreciation andamortization expense included within such computation of income fromoperations, in each case, for the FCF Period, as determined on a consistentbasis with the Financial Statements and the sample statement of Free Cash Flowattached as Exhibit B hereto; 

 

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provided, that compensation expenses for a chief executive officerand/or chief operating officer or similar executive level employees andexpenses for management fees or similar payments made to any Affiliate of theBuyers shall be excluded in computing income from operations to the extent suchexpenses and fees exceed the fees that would have been payable for the sametime period under the Millennium Management Agreement.

 

1.8.       “AdjustmentDate” means December 31, 2008.

 

1.9.       “AdministrativeAgent” means Bank of America, N.A. in its capacity as administrative agentunder the Bank of America Facilities.

 

1.10.     “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 with respectto the Parent or any Buyer, “control” (including, with correlative meanings,the terms “controlling,” “controlled by” and “under common control with”) shallrequire the ownership of securities or other interests having the power toelect a majority of the Board of Directors or similar governing body of suchPerson.

 

1.11.     “AffiliateAgreements” means, individually and collectively, the Millennium ManagementAgreement and the Oaktree Purchase Agreement.

 

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

 

1.13.     “Agreementin Principle” means that certain Agreement in Principle, dated October 9,2007, by and among CCR, PBL, HoldCo and Millennium.

 

1.14.     “AllocationAccounting Firm” has the meaning set forth in Section 2.6.

 

1.15.     “AmendedNevada Palace Lease” means the Amended and Restated Ground Lease for theland upon which the Nevada Palace casino hotel is currently located and uponwhich the Cannery East Project is being constructed, in the form attachedhereto as Exhibit C.

 

1.16.     “ApplicableMeadows Construction Documents” has the meaning set forth in Section 7.16(c).

 

1.17.     “ApprovedConstruction Documents” has the meaning set forth in Section 7.16(b).

 

3

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1.18.     “ApprovedDesign Development Documents” has the meaning set forth in Section 7.16(b).

 

1.19.     “ApprovedSchematic Drawings” has the meaning set forth in Section 7.16(b).

 

1.20.     “AssignmentDocuments” has the meaning set forth in Section 2.3(g).

 

1.21.     “AuditedFinancial Statements” has the meaning set forth in Section 5.7.

 

1.22.     “Bankof America Facilities” means credit facilities of CCR pursuant to (a) thatcertain First Lien Credit Agreement, dated as of May 18, 2007, by andamong CCR, WTA, each lender from time to time party thereto, Bank of America,N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/CIssuer and CIT Lending Services Corporation, Commerzbank AG, Los Angeles Branchand Nevada State Bank as Co-Documentation Agents in the maximum aggregateoutstanding amount of $745,000,000; and (b) that certain Second LienCredit Agreement, dated as of May 18, 2007, by and among CCR, WTA, thelenders from time to time party thereto, and Bank of America as AdministrativeAgent and Collateral Agent in the outstanding amount of $115,000,000.

 

1.23.     “Bankof America Repayment” has the meaning set forth in Section 2.2(c).

 

1.24.     “BankConstruction Consultant” means Professional Associate Construction Services(or any authorized successor or assign) in its capacity as independentconstruction consultant under the Bank of America Facilities.

 

1.25.     “BasePurchase Price” has the meaning set forth in Section 2.1(b).

 

1.26.     “Blocker”has the meaning set forth in the Recitals.

 

1.27.     “BlockerA Units” has the meaning set forth in the Recitals.

 

1.28.     “BlockerBuyer” has the meaning set forth in Section 7.10(d).

 

1.29.     “BlockerUnits” has the meaning set forth in the Recitals.

 

1.30.     “Budget”means the budget for the development of each Project as a whole, as the samemay be amended in accordance with the terms of this Agreement; all such Budgetsare collectively the “Budgets.”  TheBudgets for the Projects as of the date hereof are attached hereto as Exhibit D.

 

4

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

 

1.32.     “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.

 

1.33.     “Buyer”and “Buyers” have the meanings set forth in the Preamble.

 

1.34.     “BuyerConstruction Consultant” means Mr. Todd Nisbet, together with hissuccessors and replacements, as designated by the Buyers and as reasonablyacceptable to the Sellers.

 

1.35.     “BuyerIndemnified Parties” has the meaning set forth in Section 10.2(a).

 

1.36.     “BuyerLoan Payment Amount” has the meaning set forth in Section 2.2(c).

 

1.37.     “BuyerPennsylvania Ticking Fee” has the meaning set forth in Section 2.2(b).

 

1.38.     “BuyerRequested Amount” has the meaning set forth in Section 7.10(f).

 

1.39.     “BuyerTicking Fee” has the meaning set forth in Section 2.2(b).

 

1.40.     “BuyersDue Date” has the meaning set forth in Section 7.10(f).

 

1.41.     “CanneryEast” means the casino resort under construction adjacent to the existingNevada Palace as more fully described in the Plans and Specifications describedon Exhibit L attached hereto, and as Owner Cost Items relatedthereto are described in the Cannery East Project Brief attached hereto as Exhibit E.

 

1.42.     “CanneryEast Excess Costs” has the meaning set forth in Section 2.2(h).

 

1.43.     “CanneryTrue-Up” has the meaning set forth in Section 2.2(h).

 

1.44.     “CanneryTrue-Up Notice” has the meaning set forth in Section 2.2(h).

 

1.45.     “CapitalExpenditure” means any expenditure that is capitalized on a balance sheetin accordance with GAAP.

 

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1.46.     “CashCollateral Account” means the “Cash Collateral Accounts” establishedpursuant to the Bank of America Facilities.

 

1.47.     “CashCollateral and Disbursement Agreement” means the Cash Collateral andDisbursement Agreement, dated May 18, 2007, by and among Bank of America,N.A., as Disbursement and Control Agent, Professional Associates ConstructionServices, Inc., CCR, WTA and the guarantors under the Bank of AmericaFacilities.

 

1.48.     “CashLog” shall mean the regularly generated consolidated unrestricted cash logof the Companies, substantially in the form of Exhibit T attachedhereto.

 

1.49.     “CashPayment” has the meaning set forth in Section 2.2(g).

 

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

 

1.51.     “CCRUnits” has the meaning set forth in the Recitals.

 

1.52.     “CERCLA”means the Comprehensive Environmental Response, Compensation, and Liability Actof 1980, as now or hereafter amended (42 U.S.C. Section 9601et seq.).

 

1.53.     “Certificateof Occupancy” means either a temporary or permanent certificate ofoccupancy for any of Cannery East, the Permanent Meadows Casino or thePermanent Meadows Hotel, issued by the applicable Governmental Entity pursuantto applicable Laws, which permanent or temporary certificate of occupancy shallpermit the Cannery East, the Permanent Meadows Casino or the Permanent MeadowsHotel, as applicable, to be used for their intended purposes and shall be infull force and effect.

 

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

 

1.55.     “ClosingDate” has the meaning set forth in Section 3.3.

 

1.56.     “ClosingExtension” has the meaning set forth in Section 3.2.

 

1.57.     “ClosingPayment” has the meaning set forth in Section 2.2(a).

 

1.58.     “ClosingStatement” has the meaning set forth in Section 2.2(d).

 

1.59.     “COBRA”has the meaning set forth in Section 5.10(g).

 

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

 

1.61.     “Companies”means, collectively, CCR and its Subsidiaries, other than the Excluded HoldCoSubsidiaries; “Company” means, individually, any of CCR or itsSubsidiaries, other than the Excluded HoldCo Subsidiaries.

 

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1.62.     “CompanyBenefit Plans” has the meaning set forth in Section 5.10(a).

 

1.63.     “CompanyCash” shall mean the cash amounts shown on the Cash Log in the line item “Cashin Cage”.

 

1.64.     “CompanyLiens” has the meaning set forth in Section 7.21(b).

 

1.65.     “CompanyLoan Payment Amount” has the meaning set forth in Section 2.2(c).

 

1.66.     “Complete”or “Completion” means, with respect to each Project, that (i) allWork has been completed in substantial compliance with the Plans andSpecifications for Cannery East or with the Applicable Meadows ConstructionDocuments for the Meadows (such that only Punch List Items remain uncompleted),(ii) a Certificate of Occupancy for such Project has been issued (whichCertificate of Occupancy shall be for the casino, in the case of Cannery Eastand the Permanent Meadows Casino, or the hotel, in the case of the PermanentMeadows Hotel, and which Certificate of Occupancy shall, in each case, coversuch additional facilities as are necessary for the operation of such casino orhotel (but excluding any space not intended to be completed as part of theWork), (iii) the Work is sufficiently complete so that the Project can beoccupied for all intended purposes and the performance to completion of anyunfinished Work would not materially interfere with, disrupt or hamper use,occupancy or enjoyment of the Project for the intended business operations, and(iv) all Project systems (including all life safety systems) areoperational and functioning as designed for the intended business operations.

 

1.67.     “CompletionCertificate” means, with respect to each Project, a written certificatedelivered to the Administrative Agent pursuant to the Bank of AmericaFacilities executed by the architect, the General Contractor and the BankConstruction Consultant, and approved by the Buyer Construction Consultant**,** which approval may not be unreasonably withheld,certifying that the Work for such Project has been completed in all materialrespects in accordance with its Plans and Specifications (in the case ofCannery East) and in accordance with the Applicable Meadows ConstructionDocuments (in the case of the Meadows) and that such Project has been or isready to be opened for business, with a certificate executed by a responsibleofficer of CCR to that effect.

 

1.68.     “ConfidentialityAgreement” has the meaning set forth in Section 11.1.

 

1.69.     “ConstructionContract” means any and all Contracts between any of the Companies and anycontractor or any subcontractor or between any of the foregoing and any otherperson including any architect, engineer or consultant) relating in any way tothe construction of any of the Projects, including the performing of labor orthe furnishing of standard or specially fabricated materials in connectiontherewith or the preparation or furnishing of any drawings, renderings, plans,design 

 

7

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documents or other related items for the design, architecture orconstruction of any such Projects.

 

1.70.     “ConstructionReserve Account” means the “Construction Reserve Account” established pursuantto the Cash Collateral and Disbursement Agreement.

 

1.71.     “ContingencyAmount” has the meaning set forth in Section 2.2(c).

 

1.72.     “ContingencyEscrow” means the escrow account for the Contingency Amount.

 

1.73.     “ContingencyEscrow Release Date” has the meaning set forth in Section 2.2(e).

 

1.74.     “Contract”means any agreement, lease, license, note, mortgage, contract or other legallybinding obligation, in each case, including all modifications and amendmentsthereto.

 

1.75.     “CrownOne” has the meaning set forth in the Preamble.

 

1.76.     “CrownTwo” has the meaning set forth in the Preamble.

 

1.77.     “Damages”has the meaning set forth in Section 10.2(f).

 

1.78.     “DebtFacilities” means the Bank of America Facilities and the Merrill LynchFacilities or any successor or replacement facilities thereto or any otherfacilities in respect of Indebtedness of the Companies or any of them, otherthan debt between or among the Companies.

 

1.79.     “DevelopmentModification” has the meaning set forth in Section 7.16(c).

 

1.80.     “DOJ”has the meaning set forth in Section 7.4(b).

 

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

 

1.82.     “EndDate” has the meaning set forth in Section 9.1(b)(i).

 

1.83.     “EnvironmentalClaim” means any Action by any Governmental Entity alleging potentialliability (including potential liability for investigatory costs, cleanupcosts, governmental response costs, natural resources damages, propertydamages, personal injuries, or penalties) arising out of, based on or resultingfrom (a) the presence, or release into the environment, of, or exposureto, any Hazardous Materials at any location, whether or not owned or operatedby the Companies, or (b) 

 

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circumstances forming the basis of any violation, or alleged violation,of any Environmental Law.

 

1.84.     “EnvironmentalLaws” means any Law regulating, pertaining or relating to health,industrial hygiene, pollution or the environment, including: RCRA; the Clean AirAct, as now or hereafter amended (42 U.S.C. Section 7401 et seq.); CERCLA;the Emergency Planning and Community Right-to-Know Act of 1986, as now orhereafter amended (42 U.S.C. Section 11001 et seq.); the Federal HazardousSubstances Act, as now or hereafter amended (15 U.S.C. Section 1261 etseq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as now orhereafter amended (7 U.S.C.  Section 136et seq.); the Federal Water Pollution Control Act, as now or hereafter amended(33 U.S.C. Section 1251 et seq.); the Hazardous Materials Transportation Act,as now or hereafter amended (49 U.S.C. Section 1801 et seq.); theOccupational Safety and Health Act of 1970, as now or hereafter amended (29U.S.C. Section 551 et seq.); the Toxic Substances Control Act, as now orhereafter amended (15 U.S.C.  Section 2601et seq.); Nev. Rev. Stat. chs. 444, 445A, 445B, 459, 477, 590 and 618, each asnow or hereafter amended; and the regulations, rules and orderspromulgated under each of them; and all Laws regulating, pertaining or relatingto one or more Hazardous Materials or health, industrial hygiene, pollution orthe environment, or recordkeeping, notification, disclosure and reportingrequirements regarding Hazardous Materials, or relating to endangered or threatenedspecies of fish, wildlife and plants and the management or use of naturalresources.

 

1.85.     “EnvironmentalPermit” means any Governmental Authorization issued by any GovernmentalEntity which relates to the environment or to public health and safety or toworker health and safety as they may be affected by the environment.

 

1.86.     “ERISA”means the Employee Retirement Income Security Act of 1974, as amended.

 

1.87.     “ERISAAffiliate” means, with respect to any Person, any entity (other than suchPerson) that, together with such Person, is required to be treated as a singleemployer under Sections 414(b), (c), (m) or (o) of the Code.

 

1.88.     “EscrowAgent” shall have the meaning set forth in the Escrow Agreement.

 

1.89.     “EscrowAgreement” means that certain Escrow Agreement by and among the Parent, theBuyers, the Sellers and the Escrow Agent, substantially in the form of Exhibit Fattached hereto.

 

1.90.     “EscrowPeriod” has the meaning set forth in Section 10.4(b).

 

1.91.     “EstimatedCompletion Date” has the meaning set forth in Section 7.18(a).

 

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1.92.     “ExcessCosts”  has the meaning set forth in Section 2.2(e).

 

1.93.     “ExcludedHoldCo Subsidiaries” means LandCo and NP Land, LLC, a Nevada limitedliability company.

 

1.94.     “ExcludedOpportunities” has the meaning set forth in Section 7.15.

 

1.95.     “FCFPeriod” means the period from and including the Closing Date through andincluding the Adjustment Date.

 

1.96.     “FinalCompletion” means, with respect to each Project, that (i) Completionhas occurred, and (ii) all of the Work, including any Punch List Items,has been completed, (iii) all of the Owner Cost Items have been performed,supplied and installed as appropriate in substantial compliance with theapplicable Project Brief and to the extent that the Applicable MeadowsConstruction Documents have superseded the Project Brief as provided in Section 7.16,substantial compliance with such Applicable Meadows Construction Documents(provided that all Fixed Cost Items, as well as the number of slot machines, inthe case of the Meadows Projects, and the number of slot machines and tables,in the case of Cannery East, shall be in compliance with the Project Brief), (iv) allcomponents of the Project are fully functional and operable, (v) all costsof the Work and all of the Owner Cost Items have been paid in full and noliens, claims or encumbrances by any contractor, subcontractor or othermechanics’ liens claimants have been filed or are outstanding with respect to theProject (or, in lieu thereof, the costs thereof shall have been included forpurposes of the Future Capital Payment, if applicable), and (vi) thecasino and the hotel, in the case of Cannery East, or the casino, in the caseof the Permanent Meadows Casino, or the hotel, in the case of the PermanentMeadows Hotel, and also in each case, such additional facilities as arenecessary for the operation of such casino or hotel, are open and fullyoperating, and all Certificates of Occupancy and other permits, inspections andcertifications that are required for the operation and opening of all suchcomponents of the Project to the public have been achieved, made and (ifapplicable) posted.

 

1.97.     “FinalCompletion Certificate” means with respect to each Project, a writtencertificate executed by the Buyer Construction Consultant at the request ofeither the Buyers or the Sellers and delivered to each of them, certifying inthe reasonable judgment of Buyer Construction Consultant that Final Completionhas occurred.

 

1.98.     “FinancialStatements” has the meaning set forth in Section 5.7.

 

1.99.     “FIRPTACertificate” has the meaning set forth in Section 7.20.

 

1.100.   “FixedCost Items” has the meaning set forth in Section 2.2(b).

 

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1.101.   “FreeCash Flow” means, with respect to the FCF Period, (a) AdjustedOperating Income, minus (b) the amount of Maintenance CapitalExpenditures, minus (c) the Interest Per Diem multiplied by thenumber of days in the FCF Period, minus (d) the Tax Adjustment, ineach case calculated on a consistent basis with the sample statement of FreeCash Flow attached as Exhibit B hereto and on a pro forma basis, ifnecessary, to reflect operations in the ordinary course of business consistentwith the Companies’ historical practices.

 

1.102.   “Fund”has the meaning set forth in Section 2.2(g).

 

1.103.   “FTC”has the meaning set forth in Section 7.4(b).

 

1.104.   “FundamentalRepresentations” means (i) solely with respect to Millennium, breachesof the representations and warranties set forth in Section 4.1(Millennium Representations), Section 4.3(a) (Sellers’ GoodStanding), Section 4.3(b) (Sellers’ Authority;Enforceability), Section 4.3(f) (Sellers’ Brokers andFinders), (ii) solely with respect to HoldCo, breaches of therepresentations and warranties set forth in Sections 4.2(a), (b),(c), (d) and (e) (Certain HoldCo Representations), Section 4.2(f) (HoldCoTaxes), Section 4.3(a) (Sellers’ Good Standing), Section 4.3(b) (Sellers’Authority; Enforceability), Section 4.3(f) (Sellers’ Brokersand Finders), and (iii) jointly and severally with respect to the Sellers,breaches of the representations and warranties set forth in Section 5.1(Company Organization and Good Standing), Section 5.2 (Company Capitalization),Section 5.11 (Taxes) and Section 5.19 (Company Brokersand Finders).

 

1.105.   “FutureCapital Payment” means for any Project, as of the Closing Date, the costsrequired (subject to the limitations and exclusions set forth in Section 7.17(b))(i) to achieve Final Completion of a Project, and (ii) to the extentremedial work is required, to bring a Project, for which a Final CompletionCertificate has not previously been provided, into material compliance with theapplicable Plans and Specifications (in the case of Cannery East) or intomaterial compliance with the Applicable Meadows Construction Documents (in thecase of the Meadows).

 

1.106.   “FutureCapital Payment Amount” has the meaning set forth in Section 2.2(b)(iii).

 

1.107.   “FutureCapital True-Up” has the meaning set forth in Section 2.2(e).

 

1.108.   “FutureCapital True-Up Notice” has the meaning set forth in Section 2.2(e).

 

1.109.   “GAAP”means United States generally accepted accounting principles in effect fromtime to time.

 

1.110.   “GamingApprovals” has the meaning set forth in Section 7.4(e).

 

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

 

1.112.   “GamingLaws” means all Laws pursuant to which any Gaming Authority possessesregulatory, licensing or permit authority over, casino and pari-mutuel, lotteryor other gaming activities within the State of Nevada or the Commonwealth ofPennsylvania, including the rules and regulations established by anyGaming Authority.

 

1.113.   “GamingTax Amount” shall mean the daily local share assessment accrued and unpaidthrough and including the day before Closing by WTA to North Strabane Townshipand other local Governmental Entities in the Commonwealth of Pennsylvaniapursuant to Section 1403(c)(3) of the Pennsylvania Gaming Act and onthe basis of the normal operating reports generated by CCR in the ordinarycourse of business, less any amount (the “Holdback Tax Amount”) pursuantto which a claim may be made pursuant to the Holdback Agreement in respectthereof.

 

1.114.   “GeneralContractor” means any Person who contracts for the construction of an entireProject, rather than for a portion of the Work relating thereto and otherwisehas the obligation to retain and pay subcontractors and coordinates the Work tobe performed.

 

1.115.   “GLCP”has the meaning set forth in the Recitals.

 

1.116.   “GLCPPurchase Agreement” means that certain Purchase Agreement, dated as of thedate hereof, by and among the Parent, Crown Two and GLCP, pursuant to which,and on the terms and subject to the conditions of which, GLCP has agreed tosell to Crown Two, and Crown Two has agreed to purchase from GLCP, the GLCPUnits.

 

1.117.   “GLCPPurchase Price” means the purchase price payable by Crown Two to GLCP forthe GLCP Units pursuant to the GLCP Purchase Agreement.

 

1.118.   “GLCPUnits” has the meaning set forth in the Recitals.

 

1.119.   “GoverningDocuments” means with respect to any particular entity, (a) if acorporation, the articles or certificate of incorporation and the bylaws; (b) ifa general partnership, the partnership agreement and any statement ofpartnership; (c) if a limited partnership, the limited partnershipagreement and the certificate of limited partnership; (d) if a limitedliability company, the articles or certificate of organization and the limitedliability company agreement or operating agreement; (e) if another type ofentity, any other charter or similar document adopted 

 

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or filed in connection with the creation, formation or organization ofsuch entity; and (f) any amendment or supplement to any of the foregoing.

 

1.120.   “GovernmentalAuthorization” means any authorization, approval, consent, finding ofsuitability, license, permit, franchise, registration, exemption or similarright, approval or authorization from any Governmental Entity (including anyGaming Authority).

 

1.121.   “GovernmentalEntity” means any federal, state or local government or any subdivisionthereof, any supranational, or any domestic or foreign federal, state or localcourt, tribunal (including any arbitrator or arbitral tribunal), legislative,executive, or regulatory authority, agency, department, commission,instrumentality or body, including any Gaming Authority.

 

1.122.   “HazardousMaterials” means (a) any petroleum, petroleum products, by-products orbreakdown products, radioactive materials, asbestos-containing materials, ureaformaldehyde foam, heavy metals, polychlorinated biphenyls, lead or lead-basedpaints or materials, radon, fungus, mold, mycotoxins or other substances thatare known or suspected to have an adverse effect on human health or theenvironment,(b) any waste, chemical, pollutant, material or substance definedas toxic or hazardous or otherwise regulated or governed under anyEnvironmental Law or (c) anything that is a “hazardous substance” pursuantto CERCLA or any similar Environmental Law, anything that is a “solid waste” or“hazardous waste” pursuant to RCRA or any similar Environmental Law or any “pesticide,”“pollutant,” “contaminant,” “toxic chemical” or “noise” giving rise to anyliability under any Environmental Law.

 

1.123.   “HoldbackAgreement” means the Holdback Agreement, dated November 14, 2006, byand between Magna and PA Meadows.

 

1.124.   “HoldbackReduction” has the meaning set forth in Section 2.2(g).

 

1.125.   “HoldbackTax Amount” has the meaning set forth in the definition of “Gaming TaxAmount.”

 

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

 

1.127.   “HoldCoDue Date” has the meaning set forth in Section 7.10(f).

 

1.128.   “HoldCoUnits” has the meaning set forth in the Recitals.

 

1.129.   “HotAsset Allocation” has the meaning set forth in Section 2.6.

 

1.130.   “HotAsset Allocation Notice of Disagreement” has the meaning set forth in Section 2.6.

 

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1.131.   “HSRAct” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended.

 

1.132.   “HSRNotification” means the notification and report forms contemplated to befiled under the HSR Act.

 

1.133.**  **“In-Balance Certificate” means, with respect toeach Project, a certification that such Project is “In-Balance” (as definedunder the Bank of America Facilities), together with applicable supportingdocumentation, delivered by the Company to the Administrative Agent immediatelyprior to the commencement of development and construction of such Project andquarterly thereafter pursuant to the Bank of America Facilities.

 

1.134.   “IncomeTax” means any federal, state, local, or foreign income tax based upon ormeasured by net income, including any interest, penalty, or addition thereto,whether disputed or not.

 

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

 

1.136.   “IndemnificationCap” has the meaning set forth in Section 10.3(c).

 

1.137.   “IndemnifiedParty” has the meaning set forth in Section 10.2(e).

 

1.138.   “IndemnifyingParty” has the meaning set forth in Section 10.2(e).

 

1.139.   “IndemnityEscrow Account” means the escrow account maintained by the Escrow Agent tohold the Indemnity Escrow Amount pursuant to the terms of the Escrow Agreement.

 

1.140.   “IndemnityEscrow Amount” means the amount deposited in the Indemnity Escrow Accountpursuant to Section 2.2(c).

 

1.141.   “IndependentAccounting Firm” has the meaning set forth in Section 2.5(d).

 

1.142.   “IntellectualProperty” means all of the following owned or used by the Companies inconnection with the Business: (a) trademarks, service marks, trade names,logos, designs and symbols and all goodwill associated therewith, and allregistrations and applications pertaining to the foregoing; (b) patents,patent applications and patentable inventions; (c) trade secrets; (d) registeredand material unregistered copyrights in all works, including all Software; (e) confidentialinformation, customer data and database rights; and (f) Internet websites, domain 

 

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name registrations and all of (a) through (e) above containedin such Internet web sites.

 

1.143.   “InterestPer Diem” means the (a) for the thirty (30) days ending on the dayimmediately prior to the Closing Date, (i) interest expense for theCompanies on a consolidated basis minus (ii) interest income forthe Companies on a consolidated basis, divided by (b) 30.

 

1.144.   “InterimFinancial Statements” has the meaning set forth in Section 5.7.

 

1.145.   “Investments”means, for purposes of the Cash Log, US Treasury securities, certificates ofdeposit, commercial paper rated at least A-1 by Standard & Poor’s orat least P-1 by Moody’s Investors Service, Inc., bankers’ acceptancesissued by financial institutions rated at least first tier paper by a NationalRecognized Statistical Rating Organization, repurchase agreements covering USTreasury securities, and money market funds that comply with all provisions of Rule 2a-7promulgated under the Investment Company Act of 1940.

 

1.146.   “JointInstructions” has the meaning set forth in Section 2.2(e).

 

1.147.   “LandCo”means OCM LandCo, LLC, a Delaware limited liability company.

 

1.148.   “LandCoDisposition” has the meaning set forth in Section 7.11.

 

1.149.   “Law”or “Laws” means any federal, state, regional, local, municipal or otherstatute, law, code, ordinance, Order, rule or regulation or any common lawright or obligation, including the Gaming Laws.

 

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

 

1.151.   “LicensedPersons” has the meaning set forth in Section 7.4(f).

 

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

 

1.153.   “List”has the meaning set forth in Section 6.9.

 

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1.154.   “LoanPayoff Amount” means the amount equal to the aggregate amount ofliabilities and Indebtedness owing under CCR’s then outstanding Debt Facilitiesand any prepayment or other fees due to the lenders thereof to fulfill theobligations under the Debt Facilities as of the Closing Date.

 

1.155.   “Magna”means Magna Entertainment Corp., a Delaware corporation.

 

1.156.   “MaintenanceCapital Expenditures” means Capital Expenditures made during the FCF Periodin the ordinary course of business to maintain properties and assets provided (i) MaintenanceCapital Expenditures shall not include Capital Expenditures for the Projectsconsisting of the Permanent Meadows Casino, the Permanent Meadows Hotel and, ifit has not reached Final Completion prior to the Closing Date, Cannery East, orany items that are included in the Budgets for the Cannery East Project or theMeadows Projects which generally include construction, development,furnishings, slot machines (in addition to those at the temporary Meadowsfacility) and pre-opening costs, and (ii) Capital Expenditures for theRampart Casino and the Cannery Casino and Hotel and, if it has reached FinalCompletion prior to the Closing Date, Cannery East, shall be presumed to beMaintenance Capital Expenditures if such Capital Expenditures are not relatedto any development, expansion or construction project.

 

1.157.   “MaterialAdverse Effect” means (i) any fact, change, development, circumstance,event, effect or occurrence (an “Effect”) that, when considered eitherindividually or in the aggregate with all other Effects, is materially adverseto the business (excluding any future development opportunities, but includingthe Projects), properties, assets, liabilities, financial condition or resultsof operations of the Companies, taken as a whole, (ii) any failure of anySeller to have good and valid title to, and be able to deliver to the Buyers atthe Closing, free and clear of all Liens, the Millennium Units, the HoldcoUnits, or the Option, as applicable, or any failure of AcquisitionCo to havegood and valid title to all of the AcquisitionCo Units, or (iii) the lossby any Subsidiary of CCR of its non-restricted gaming license necessary tooperate its gaming Business in the State of Nevada, the loss by CCR of itsfinding of suitability as a holding company of any Subsidiary holding suchnon-restricted gaming license, or the loss of WTA’s Category I Slot MachineLicense to operate its gaming Business; provided, however, that in no eventshall any of the following, alone or in combination, be deemed to constitute,nor shall any of the following be taken into account in determining whetherthere has been, a Material Adverse Effect under clause (i) above:  (A) an Effect in general business,economic, political, legislative, social, regulatory or other conditions,whether locally, nationally or internationally, or in the financial, banking orsecurities markets (including changes to interest rates, currency rates or thevalue of the U.S. Dollar relative to other currencies, consumer confidence,stock, bond and/or debt prices and trends), or any acts of war, hostilities,military action, sabotage or terrorism (whether or not declared or undeclared)or any escalation or worsening of any such acts of war, hostility, militaryaction, sabotage or terrorism; (B) any Effect resulting from theannouncement of this Agreement and the transactions contemplated hereby, or theidentity of the 

 

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Parent, the Buyers 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 Sellers specifically required by this Agreement to be sotaken; provided, however, that the Effects set forth in clauses (A), (D) and(E) above may be taken into account to the extent such Effects have adisproportionate impact on the Companies.

 

1.158.   “materialaccordance,” “material compliance” and “material conformance”are deemed to be synonymous with each other and with the terms “substantialconformance”, “substantial conformity”, and “substantialcompliance,” (which themselves are deemed synonymous) as those terms areused in this Agreement.

 

1.159.   “MaterialContract” has the meaning set forth in Section 5.6.

 

1.160.   “MeadowsProjects” means, collectively, the Permanent Meadows Casino and thePermanent Meadows Hotel.

 

1.161.   “MeadowsProperty” means the Meadows Racetrack located on Racetrack Road in NorthStrabane Township, Washington County, Pennsylvania, which comprisesapproximately 153.03 acres.

 

1.162.   “MeadowsPurchase Agreement” means the Stock Purchase Agreement, dated as of November 8,2005, by and between Magna and PA Meadows, LLC, as amended by the FirstAmendment to Stock Purchase Agreement dated as of July 26, 2006.

 

1.163.   “MeadowsWithdrawal Liability” has the meaning set forth in Section 2.2(g).

 

1.164.   “MerrillLynch Facility” means the credit facility of CCR established pursuant tothat certain Amended and Restated Loan Agreement, dated as of May 18,2007, by and among CCR, WTA, Merrill Lynch Capital, a division of Merrill LynchBusiness Financial Services Inc., as administrative agent, and each of thelenders from time to time party thereto in the maximum outstanding amount of$30,000,000.

 

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

 

1.166.   “MillenniumManagement Agreement” means the Casino Management Agreement, dated as of September 22,2006, by and among CCR, 

 

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Rampart Resort Management, LLC, The Cannery Hotel and Casino, LLC,Nevada Palace, LLC, and Millennium Management Group II, LLC.

 

1.167.   “MillenniumUnits” has the meaning set forth in the Recitals.

 

1.168.   “MonthlyConstruction Draw Package” means the monthly construction draw packageproduced by CCR and approved by the Bank Construction Consultant pursuant tothe Bank of America Facilities.

 

1.169.   “MonthlyProgress Report” means the monthly progress report with respect to theProjects produced by the Bank Construction Consultant pursuant to the Bank ofAmerica Facilities.

 

1.170.   “MultiemployerPlan” has the meaning set forth in Section 5.10(b).

 

1.171.   “NegativePledge Approval” means the administrative approval of the Chairman of theNevada Gaming Control Board with respect to any restrictions on transfer oragreements not to encumber the equity interests or securities of CCR containedin this Agreement, and in particular, Section 7.1 hereof.

 

1.172.   “NevadaPalace” means the Nevada Palace Casino which is located on Boulder Highwayin Las Vegas, Nevada.

 

1.173.   “NewTax” has the meaning set forth in Section 7.27(a).

 

1.174.   “NewTax Deadline” means December 31, 2010; provided, that, if the State ofNevada has approved the imposition of a New Tax, or has formally announced thatthe State of Nevada will impose a New Tax, or a vote on a referendum approvingthe imposition of a New Tax is passed, in each case on or prior to December 31,2010, the “New Tax Deadline” shall be extended until the earlier of (A) thedate of actual imposition by the State of Nevada of such New Tax (substantiallyin the form it was formally approved (including by way of a referendum) orformally announced on or prior to December 31, 2010) or (B) the dateon which it is not reasonably likely that such New Tax (substantially in theform it was formally approved (including by way of a referendum) or formallyannounced on or prior to December 31, 2010) will actually be imposed bythe State of Nevada (whether due to its withdrawal, abandonment, failure ofenactment, invalidation or otherwise).

 

1.175.   “NewTax Impact” means the product of (a) NGT Tax Amount and (b) ten(10).

 

1.176.   “NewTax Payment” has the meaning set forth in Section 7.27(a).

 

1.177.   “NGTTax Amount” means the estimated increased amount of aggregate taxes andlevies imposed on the Companies on an annual basis as a direct 

 

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result of the New Tax, as such estimate is mutually agreed upon by theSellers and the Buyers or, if the Sellers and the Buyers cannot come to suchmutual agreement, as such estimate is determined by an independent expertselected in accordance with Section 7.27(b).  For purposes of determining the NGT TaxAmount, the Buyers and the Sellers or the independent expert, as applicable,shall (i) decrease the NGT Tax Amount to the extent that it iscommercially practicable for the Companies and consistent with prudent businesspractice for similarly situated companies, to pass along some or all of suchincreased amount of aggregate taxes and levies onto the Companies’ customersand (ii) use forecasts adopted and used by the Managers of CCR in theordinary course of business for business planning purposes for the year inwhich the New Tax is first imposed on the Companies or is scheduled to beimposed on the Companies; provided, that, if imposition of the New Tax is “phasedin” over time, the forecasts to be used shall be (if such forecasts areavailable) for the year in which the amount of the New Tax is scheduled to bethe greatest (as of the date the estimated increased amount of aggregate taxesand levies is determined).

 

1.178.   “Non-CompetitionAgreements” means (i) the Non-Competition Agreement, in the formattached as Exhibit H, by and among the Parent, the Buyers and Mr. WilliamPaulos, and (ii) the Non-Competition Agreement, in the form attached as Exhibit I,by and among the Parent, the Buyers and Mr. William Wortman.

 

1.179.   “Non-IncomeTaxes” means all Taxes other than Income Taxes.

 

1.180.   “Noticeof Acceptance” has the meaning set forth in Section 7.18(b).

 

1.181.   “Noticeof Objection” has the meaning set forth in Section 7.18(b).

 

1.182.   “OaktreePurchase Agreement” means the First Amendment and Restatement ofContribution and Unit Purchase Agreement, dated as of September 23, 2005,by and among OCM InvestCo, LLC, OCM AcquisitionCo, LLC, OCM LandCo, Mr. WilliamPaulos, Mr. William Wortman, Millennium, CCR, MGIM, LLC, WCW LandCo, LLC,and NP Land, LLC.

 

1.183.   “Obligations”has the meaning set forth in Section 7.14(a).

 

1.184.   “OmittedItems” has the meaning set forth in Section 7.5(a).

 

1.185.   “Option”has the meaning set forth in the Recitals.

 

1.186.   “OptionAgreement” has the meaning set forth in the Recitals.

 

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

 

1.188.   “OtherDocuments” means the Escrow Agreement and the Transition ServicesConsulting Agreement.

 

1.189.   “OwnedReal Property” has the meaning set forth in Section 5.15(a).

 

1.190.   “OwnerCost Items” means the line items in the applicable Budget under theheadings “Owner Cost Items - Development”, “Owner Cost Items – OS&E” and “OwnerCost Items – Pre-Opening”.

 

1.191.   “PAMeadows” means PA Meadows, LLC, a Delaware limited liability company.

 

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

 

1.193.   “Payoffand Release of Liens” has the meaning set forth in Section 7.21(b).

 

1.194.   “PBL”means Publishing and Broadcasting Limited (now known as Consolidated MediaHoldings Limited), a company organized under the laws of Western Australia.

 

1.195.   “PennsylvaniaAct” means the Pennsylvania Race Horse Development and Gaming Act, asamended, and the rules and regulations of the Pennsylvania Gaming ControlBoard promulgated thereunder.

 

1.196.   “PennsylvaniaCondition” has the meaning set forth in Section 3.2.

 

1.197.   “PennsylvaniaDate” means the date that the Pennsylvania Act or WTA’s GovernmentalAuthorization from the Pennsylvania Gaming Control Board, as applicable,requires a permanent casino facility to be open at the Meadows Property or suchlater date as is permitted pursuant to Section 1207(17) of thePennsylvania Act or as otherwise authorized by the Pennsylvania Gaming ControlBoard.

 

1.198.   “PennsylvaniaGaming Fee” means the change in ownership fee imposed on the Buyerspursuant to Section 1328 of the Pennsylvania Act.

 

1.199.   “PermanentMeadows Casino” means the permanent casino to be constructed at the MeadowsProperty, as more fully described in the Meadows Casino and Hotel Project Briefattached hereto as Exhibit J, as such Project Brief may besuperseded by the Applicable Meadows Construction Documents in accordance with Section 7.16.

 

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1.200.   “PermanentMeadows Hotel” means the hotel to be constructed at the Meadows Property,as more fully described in the Meadows Casino and Hotel Project Brief attachedhereto as Exhibit J, as such Project Brief may be superseded by theApplicable Meadows Construction Documents in accordance with Section 7.16.

 

1.201.   “PermittedExceptions” means (i) any Liens for Taxes not yet due and payable orthat are being contested in good faith by appropriate proceedings and for whichappropriate reserves have been established in accordance with GAAP; (ii) mechanics’,warehousemens’, materialmens’, contractors’, workmens’, repairmens’, carriers’and other similar Liens that are (a) inchoate, (b) being contested ingood faith by appropriate proceedings or with respect to which there remains abona fide opportunity to contest and, in either case, for which reserves havebeen established, where appropriate and consistent with past practice or (c) thecosts of which are included in an applicable Future Capital Payment; (iii) Liensincurred or deposits made in the ordinary course of business in connection withworkers’ compensation, unemployment insurance and other types of socialsecurity or to secure the performance of tenders, statutory obligations, suretyand appeal bonds, bids, leases, government contracts, performance and return ofmoney bonds and similar obligations provided that such items do not appear ontitle; (iv) imperfections of title that, individually or in the aggregate,do not materially and adversely restrict or affect the value or thecontemplated or current use and enjoyment of any material property or assets ofany of the Companies; (v) the title policy and title commitment exceptionsidentified on Exhibit K attached hereto; (vi) any state offacts shown or which should have been shown on an existing ALTA survey coveringany of the real property of the Companies that has been delivered or madeavailable to the Buyers; (vii) all presently existing and future Liens ofwater rates, water meter charges, water frontage charges and sewer Taxes, rentsand charges, if any, provided that such items are not due and payable; (viii) anyother matter or thing affecting title to the Real Property that the Buyersshall have expressly agreed in writing to waive; (ix) Liens disclosed on Schedule1.201 of the Sellers Disclosure Schedules; or (x) any other Liens(excluding any Liens for Indebtedness) that have been incurred or suffered inthe ordinary course of business consistent with past practice and are not,individually or in the aggregate, material to the Companies.

 

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

 

1.203.   “PersonalProperty” has the meaning set forth in Section 5.22.

 

1.204.   “Plansand Specifications” means, with respect to each Project, the most advancedset of schematic drawings, design development documents, and/or constructiondrawings and specifications and related items for the design, architecture andconstruction of such Project that are prepared by CCR’s architect 

 

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and/or other design professionals as those Plans and Specifications maybe amended in accordance with the terms of this Agreement.  The Plans and Specifications for the Projectsas of the date hereof are more particularly described on Exhibit Lattached hereto.

 

1.205.   “Post-ClosingPeriods” has the meaning set forth in Section 7.10(b).

 

1.206.   “Pre-ClosingEvents” has the meaning set forth in Section 7.5(a).

 

1.207.   “Pre-ClosingPeriods” has the meaning set forth in Section 7.10(b).

 

1.208.   “Pre-CompletionClosing Notice” has the meaning set forth in Section 7.18(a).

 

1.209.   “Projects”means, collectively, the development of (a) Cannery East, (b) thePermanent Meadows Casino and (c) the Permanent Meadows Hotel, in the caseof (a), in substantial conformance with the applicable Plans andSpecifications, and in the case of (b) and (c), in substantial conformancewith the Applicable Meadows Construction Documents, and, in the case of OwnerCost Items only, with respect to any of the foregoing, in conformance with theapplicable Project Brief; each, individually, a “Project.”

 

1.210.   “ProjectBrief” means the project brief for the Cannery East Project attached as Exhibit E,or the project brief for the Meadows Projects attached as Exhibit J,as applicable.

 

1.211.   “PropertyAdjustment Amount” has the meaning set forth in Section 7.19(b).

 

1.212.   “PunchList Items” means those minor or “punch list” items of unfinished Work withrespect to a Project, as determined by the General Contractor and such Project’sowner at Completion (in discussion with the Buyer Construction Consultant),which the General Contractor shall complete prior to Final Completion and forwhich funds will be withheld from the General Contractor or applicable vendor,as the case may be, until Final Completion pursuant to the terms and conditionsof the Construction Contracts.

 

1.213.   “PurchasePrice” has the meaning set forth in Section 2.1(b).

 

1.214.   “RampartAmount” shall mean the “Base Rent” and “Additional Rent” and that sumreasonably estimated by CCR to approximate “Adjusted Operating Cash Flow” throughand including the day before Closing, each payable to the “Landlord” (as suchterms are defined in the Rampart Lease), accrued and unpaid under the RampartLease through and including the day before Closing on 

 

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the basis of the normal operating reports generated by CCR in theordinary course of business.

 

1.215.   “RampartLease” shall mean the Casino Sublease Agreement, dated as of April 1,2002, by and between Hotspur Casinos Nevada, Inc. and Rampart ResortManagement, LLC, as amended by the First Amendment to Casino Sublease executedon January 5, 2006 (which First Amendment erroneously recites that thedate of the Casino Sublease Agreement is April 1, 2001).

 

1.216.   “RCRA”means the Resource Conservation and Recovery Act of 1976 now or hereafteramended (42 U.S.C. Section 5901 et seq.).

 

1.217.   “RealProperty Leases” has the meaning set forth in Section 5.15(b).

 

1.218.   “RegulatoryFiling” has the meaning set forth in Section 7.4(h).

 

1.219.   “RelatedParty” means (i) any director, officer, member or manager of anySeller, Blocker or AcquisitionCo or any Affiliate thereof, (ii) any memberof the immediate family of any of the foregoing and (iii) any corporation,partnership, limited liability company or other entity controlled by any of theforegoing, or any estate or trust for which any of the foregoing is the settloror beneficiary.

 

1.220.   “RelatedParty Transactions” has the meaning set forth in Section 5.21.

 

1.221.   “Releases”has the meaning set forth in Section 2.3(h).

 

1.222.   “Releasor”means either the Sellers or the Buyers.

 

1.223.   “RemainingAccrued Liabilities” has the meaning set forth in Section 2.2(c)(iv).

 

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

 

1.225.   “Restraint”has the meaning set forth in Section 8.1(c).

 

1.226.   “ReviewPeriod” has the meaning set forth in Section 2.5(b).

 

1.227.   “RockinghamOpportunity” has the meaning set forth in Section 7.15.

 

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1.228.                “RSA” means the RacingServices Agreement, dated as of July 26, 2006, by and among the RSAOperator, WTA and the other parties thereto.

 

1.229.                “RSA Operator” means MECPennsylvania Racing Services, Inc., in such capacity pursuant to the RSA.

 

1.230.                “Section 1542” hasthe meaning set forth in Section 7.25(d).

 

1.231.                “Securities Act” has themeaning set forth in Section 6.7.

 

1.232.                “Security Arrangements”has the meaning set forth in Section 7.27(c).

 

1.233.                “Seller” and “Sellers”have the meaning set forth in the Preamble.

 

1.234.                “Seller Indemnified Parties”has the meaning set forth in Section 10.2(d).

 

1.235.                “Sellers Disclosure Schedules”has the meaning set forth in Article 4.

 

1.236.                “Sellers Due Date” hasthe meaning set forth in Section 7.10(f).

 

1.237.                “Sellers Ticking Fee” hasthe meaning set forth in Section 2.2(b).

 

1.238.                “Software” means any andall computer programs, including any and all software implementation ofalgorithms, whether in source code or object code.

 

1.239.                “Statement of Objections”has the meaning set forth in Section 2.5(c).

 

1.240.                “Stay Bonuses” has themeaning set forth in Section 5.9(f).

 

1.241.                “Stay Bonus Payoff Amount”has the meaning set forth in Section 2.2(c).

 

1.242.                “Straddle Period” has themeaning set forth in Section 7.10(b).

 

1.243.                “Subsidiary” means, withrespect to any Person, any corporation or other entity of which such Personhas, directly or indirectly, (i) ownership of securities or otherinterests having the power to elect a majority of the 

 

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Board of Directors orsimilar governing body of such corporation or other entity, or (ii) thepower to direct the business and policies of that corporation or other entity.

 

1.244.                “Supplemental DisclosureSchedules” has the meaning set forth in Section 7.5(a).

 

1.245.                “Survival Period” has themeaning set forth in Section 10.1.

 

1.246.                “Tax Adjustment” means (a) AdjustedOperating Income, minus (i) depreciation and amortization expensefor the FCF Period for income tax purposes (taking into account any specialbasis adjustments, including any adjustments arising under Section 743(b) or734(b) of the Code or otherwise attributable to the transactionscontemplated by the Agreement and exercise of the Option Agreement), minus(ii) the product of (x) the Interest Per Diem and (y) the numberof days in the FCF Period, multiplied by (b) the highest maximumcombined marginal federal, state and local income tax rates to which any TaxRecipient may be subject (taking into account the deductibility of state incometax for federal income tax purposes).

 

1.247.                “Tax Amount” means, withrespect to any period, an amount equal to (i) the lowest aggregate amountof distributions to the Tax Recipients (based on pro rata distributions to suchTax Recipients) such that each Tax Recipient receives an amount sufficient toequal (x) the amount of taxable income allocated to such Tax Recipient inrespect of such period (taking into account any Code § 704(c) items andannualizing the estimated taxable income (excluding extraordinary items, whichshall be taken into account separately) for distributions with respect toperiods of less than a fiscal year), multiplied by (y) the highest maximumcombined marginal federal, state and local income tax rates to which any TaxRecipient may be subject (taking into account the deductibility of state incometax for federal income tax purposes), plus (ii) an additional amount(distributed to Tax Recipients pursuant to the operating agreement of CCR) suchthat, after giving effect to distributions of such additional amount, each TaxRecipient will satisfy the safe harbor for estimated tax payments based onprior year tax liability under Code §§ 6654 or 6655 (and analogous state orlocal provisions) assuming that each Tax Recipient’s only income was from CCR.

 

1.248.                “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.

 

1.249.                “Tax Benefit” means thesum of the amount by which the actual Tax Liability (after giving effect to anyalternative minimum or similar Tax) of an Indemnified Party to the appropriateTax Authority is reduced by the payment of the Liability upon which the claimfor indemnity (or other claim) is based (including by or as a result of adeduction, entitlement to refund, or credit) plus any interest (on an after-Taxbasis) from such Tax Authority relating to such Tax Liability and taking intoaccount the Tax treatment of the receipt of indemnification payments. Where a

 

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Tax Benefit may berealized that may result in the reduction of a payment to the IndemnifiedParty, the Indemnified Party will as promptly as practicable take or causeIndemnified Party’s Affiliates to take such reasonable or appropriate steps(including the filing of an amended Tax Return or Claim for refund) to obtainat the earliest possible time any such reasonably available Tax Benefit.

 

1.250.                “Tax Benefit Accountant”has the meaning set forth in Section 10.6(b).

 

1.251.                “Tax Benefit Dispute Notice”has the meaning set forth in Section 10.6(a).

 

1.252.                “Tax Benefit Report” hasthe meaning set forth in Section 10.6(c).

 

1.253.                “Tax Benefit Statement”has the meaning set forth in Section 10.6(a).

 

1.254.                “Tax Proceeding” has themeaning set forth in Section 7.10(h).

 

1.255.                “Tax Recipient” meanseach direct or indirect equityholder of CCR that is required to report and payfederal income taxes with respect to taxable income of CCR or any of itsSubsidiaries that is directly or indirectly allocated to such Person, and eachof his, her or its successors and assigns.

 

1.256.                “Tax Returns” means anyreport, return, election, document, estimated tax filing, declaration or otherfiling required to be provided to any Tax Authority or jurisdiction withrespect to Taxes, including any amendments thereto.

 

1.257.                “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 receipt, 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 taxes, deficiencyassessments, additions to tax, and additional amounts imposed by anygovernmental authority (domestic or foreign) with respect to a Tax, andpenalties and interest thereon.

 

1.258.                “Tejon Opportunity” hasthe meaning set forth in Section 7.15.

 

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1.259.                “Termination Fee” means$50,000,000 (Fifty Million Dollars).

 

1.260.                “Third Party Claims” hasthe meaning set forth in Section 10.2(e).

 

1.261.                “Threshold Amount” hasthe meaning set forth in Section 10.3(a).

 

1.262.                “Timetable” means theschedule for construction and completion of each of the Projects, includingcritical path activities and milestones for the General Contractor,subcontractors and suppliers, which schedule has been prepared at the requestof CCR and as may be amended in accordance with the terms of this Agreement. TheTimetables for the Projects as of the date hereof are more particularlydescribed on Exhibit M attached hereto.

 

1.263.                “Title Commitments” meansthose certain Title Commitments issued by the Title Company as of September 1,2007, November 21, 2007 and November 21, 2007 (Commitment Nos.410007114, 07-09-0081-DTL and 07-09-0077-DTL, respectively).

 

1.264.                “Title Company” meansCommonwealth Land Title Insurance Company.

 

1.265.                “Transition ServicesConsulting Agreement” means the Meadows Transition Services ConsultingAgreement, in the form attached hereto as Exhibit Q, by and amongWTA, Millennium Gaming, Inc., the Parent and the Buyers.

 

1.266.                “Unrecovered Amount” hasthe meaning set forth in Section 2.2(f).

 

1.267.                “WARN Act” has themeaning set forth in Section 5.9(c).

 

1.268.                “Work” when used inreference to any Project, has the meaning set forth in the Contract with theGeneral Contractor for such Project.

 

1.269.                “WTA” means WashingtonTrotting Association, Inc., a Delaware corporation.

 

1.270.                “XpressBet Assessments”means the assessments for pari-mutuel taxes by the Pennsylvania Department ofRevenue with respect to wagers on behalf of non-Pennsylvania residentsprocessed by XpressBet, Inc. (currently a wholly-owned subsidiary ofMagna) against XpressBet, WTA, and Mountain Laurel Racing, Inc., aDelaware corporation, which assessments are currently being contested by anAffiliate of Magna.

 

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# ** **

# **ARTICLE2**

# ** **

# **Saleand Purchase of Shares**

# ** **

## 2.1.          Sale and Purchase of Shares. (a) Uponthe terms and subject to the conditions set forth in this Agreement, on theClosing Date:  (1) Millennium shallsell to Crown One, and Crown One shall purchase from Millennium, all of Millennium’sright, title and interest in and to the Millennium Units, (2) HoldCo shallsell to Crown Two, and Crown Two shall purchase from HoldCo, all of HoldCo’sright, title and interest in the HoldCo Units, and (3) HoldCo shall sellto Crown One, and Crown One shall purchase from HoldCo, all of HoldCo’s right,title and interest in the Option Agreement, in each case, free and clear of allLiens.

##  

## (b)           PurchasePrice. The purchase price (the “Purchase Price”) payable for theMillennium Units, the Holdco Units and the Option shall be an amount in cashequal to the following:

###  

#### (i)            $1,752,200,000(One Billion Seven Hundred Fifty Two Million Two Hundred Thousand Dollars),less the dollar amount of the GLCP Purchase Price (the “Base Purchase Price”);

####  

#### (ii)           decreasedby the Remaining Accrued Liabilities, if any;

####  

#### (iii)          decreasedby the Future Capital Payment Amount, if any;

####  

#### (iv)          increased,if the Closing occurs prior to the Adjustment Date, by the Free Cash Flow forthe FCF Period; and

####  

#### (v)           furtherincreased or decreased, as applicable, by the adjustments set forth in clauses (iv),(v),(vi) and (vii) of Section 2.2(a).

####  

## 2.2.          Consideration.

##  

### (a)           Closing Payment. The aggregateconsideration for the Millennium Units, the Holdco Units and the Option payableat Closing shall be an amount in cash equal to the following (the “ClosingPayment”):

###  

#### (i)            the BasePurchase Price;

####  

#### (ii)           decreasedby the Remaining Accrued Liabilities, if any;

####  

#### (iii)          decreasedby the Future Capital Payment Amount, if any, on the Closing Date as determinedin accordance with Section 2.2(b)(iii);

####  

#### (iv)          ifthe End Date is automatically extended pursuant to the terms of Section 9.1(b)(i),increased by an amount equal to the Sellers Ticking Fee, as calculated inaccordance with Section 2.2(b)(i) below;

 

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####  

#### (v)           if theClosing occurs prior to the Adjustment Date, decreased by an amount equal tothe Buyer Ticking Fee, as calculated in accordance with Section 2.2(b)(ii)(A) below;

####  

#### (vi)          decreasedby the Property Adjustment Amount, if applicable, in accordance with Section 7.19(b);and

####  

#### (vii)         ifthe Buyers elect to extend the Closing in accordance with Section 3.2,decreased by an amount equal to the Buyer Pennsylvania Ticking Fee, ascalculated in accordance with Section 2.2(b)(ii)(B) below.

####  

## (b)           Calculation of Closing Payment.

###  

#### (i)            If theEnd Date is automatically extended pursuant to the terms of Section 9.1(b)(i),then the consideration to be paid to the Sellers at the Closing shall increasepursuant to Section 2.2(a)(iv) by an amount equal to thefollowing:  (A) for each day in theperiod from and including January 1, 2009 to the earlier of the ClosingDate (including the Closing Date) and March 31, 2009 (including March 31,2009), by an amount equal to $171,630 (One Hundred Seventy One Thousand SixHundred and Thirty Dollars) per day, and (B) if the End Date is extendedin accordance with Section 9.1(b)(i) beyond March 31,2009, for each day in the period from and including April 1, 2009 to theClosing Date (including the Closing Date), by an amount equal to $256,165 (TwoHundred Fifty Six Thousand One Hundred and Sixty Five Dollars) per day ((A) and(B), as applicable, the “Sellers Ticking Fee”); provided, however, theSellers Ticking Fee shall be suspended for each day after both of the Buyerssatisfy the condition set forth in Section 8.1(b) and on whichall other conditions to the Closing applicable to the Buyers set forth in Section 8.1and Section 8.3 remain satisfied or capable of satisfaction at theClosing (other than those conditions that by their nature are to be satisfiedat the Closing by the taking of actions by the Buyers at the Closing, butsubject to the fulfillment or waiver of those conditions).

####  

#### (ii)           (A)          In the event that the Closing shall occurprior to the Adjustment Date, then the consideration to be paid to the Sellersat the Closing shall decrease pursuant to Section 2.2(a)(v) by anamount, for each day in the period from and including the Closing Date to andincluding the Adjustment Date, equal to $171,630 (One Hundred Seventy OneThousand Six Hundred and Thirty Dollars) per day (the “Buyer Ticking Fee”).

####  

(B)           If the Buyers elect to extend theClosing in accordance with Section 3.2, then the consideration tobe paid to the Sellers at the 

 

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Closing shall decreasepursuant to Section 2.2(a)(vii) by an amount, for each day onand after the Buyers’ election to extend, unless made prior to June 1,2009, and then only for June 1, 2009 and each day thereafter (including June 1,2009) to and including the date on which the Pennsylvania Condition issatisfied or otherwise waived, equal to $256,165 (Two Hundred Fifty SixThousand One Hundred and Sixty Five Dollars) per day (the “BuyerPennsylvania Ticking Fee”).

 

#### (iii)          Nolater than thirty (30) days prior to the anticipated Closing Date, the Buyersand the Sellers shall meet and negotiate with each other in good faith todetermine the Future Capital Payment to be deducted from the Base Purchase Price.In the event that the parties are unable to agree on the Future Capital Paymentby five (5) days prior to the anticipated Closing Date, then the Sellersreasonably and in good faith shall calculate the Future Capital Payment, takinginto account all relevant information relating to the applicable Project(s) reasonablyavailable to the Sellers, including the Project Brief (as it may be supersededpursuant to Section 7.16), Plans and Specifications, ApplicableMeadows Construction Documents, Construction Contracts and any other existingor contemplated agreements, Budget and Timetable and the Buyers’ position withregard to the disputed matters. No later than three (3) days prior to theClosing Date, the Sellers shall deliver to the Buyers a notice stating theamount the Sellers have so determined to be the Future Capital Payment,together with a detailed accounting of the costs incurred or reasonablyexpected to be incurred and the costs actually paid by the Companies relatingto the applicable Project(s), and with reasonable supporting documentation thatshows the Sellers’ calculation of the Future Capital Payment. The parties agreethat the amounts set forth in the Meadows Budget for Marketing, OpeningInventory, Licensing/Fees, Working Capital and Pre-Opening Labor under theheading “Owner Cost Items - Pre-Opening” shall be fixed as of the date of thisAgreement and shall not be subject to increase as part of the process ofdetermining the Future Capital Payment or for making claims against theContingency Escrow (the “Fixed Cost Items”). The amount as mutuallyagreed by the parties or as determined by the Sellers shall be the “FutureCapital Payment Amount”.

####  

### (c)         Closing Payment and Cash Amounts.

###  

#### (i)            At theClosing, CCR (A) shall direct the release and application of the amountsin the Cash Collateral Account and the Construction Reserve Account****to make a payment in respect of the Bank of AmericaFacilities (such amounts, the “Bank of America Repayment”) and (B) may,but shall not be obligated to, make 

 

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####  

#### payment(s) in respectof any of the Debt Facilities (the aggregate amounts paid by CCR pursuant tothis clause (B), if any, and the Bank of America Repayment arecollectively hereinafter referred to as the “Company Loan Payment Amount”).

####  

#### (ii)                              Atthe Closing, the Closing Payment shall be paid by the Buyers to or for thebenefit of the Sellers as follows:

####  

##### (A)          $25,000,000(Twenty Five Million Dollars) (the “Indemnity Escrow Amount”) payable bywire transfer in immediately available US funds to the Escrow Agent to be heldto satisfy Sellers’ indemnification obligations pursuant to Section 2.2(g)(iii),Section 7.10 and Article 10 and distributed pursuant tothe terms and conditions of the Escrow Agreement and this Agreement;

#####  

##### (B)           anaggregate amount (the “Buyer Loan Payment Amount”) equal to the amountobtained by subtracting the Company Loan Payment Amount from the Loan PayoffAmount, payable by wire transfer in immediately available funds to the lendersunder the Debt Facilities;

#####  

##### (C)           an amount(the “Stay Bonus Payoff Amount”) equal to the aggregate amount requiredto satisfy in full all Stay Bonuses outstanding as of the Closing Date, payableby wire transfer in immediately available funds to an escrow account and to beheld and distributed pursuant to the Escrow Agreement;

#####  

##### (D)          in theevent that the Closing occurs prior to Completion of the Meadows Projects,$10,000,000 (Ten Million Dollars) (the “Contingency Amount”), payable bywire transfer in immediately available funds to an escrow account to be held tosatisfy Excess Costs pursuant to Section 2.2(e) anddistributed pursuant to the Escrow Agreement and this Agreement; and

#####  

##### (E)           an amountto each Seller equal to the product of (i) the Closing Payment, less theIndemnity Escrow Amount, less the Buyer Loan Payment Amount, less the StayBonus Payoff Amount, less, if applicable, the Contingency Amount, multiplied by(ii) the Closing Payment percentage set forth on Exhibit Ghereto for each Seller, by wire transfer of immediately available funds to suchaccount or accounts designated in writing at least three (3) Business Daysprior to the Closing Date, by such Seller.

 

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####  

#### (iii)                            CCRagrees that, as of the shift change closest in time following 12:00 a.m.local time on the Closing Date, Company Cash shall equal at least $20,000,000(Twenty Million Dollars) (or $18,500,000 (Eighteen Million Five HundredThousand Dollars) if the Purchase Price is reduced by the Property AdjustmentAmount), and such amount of Company Cash shall not be applied to reduce anyRemaining Accrued Liabilities as of the Closing Date, but shall be retained byCCR (or the applicable Subsidiary thereof) thereafter for the benefit of theParent and the Buyers in the operation of the Business.

####  

#### (iv)                           CCRagrees that “Remaining Accrued Liabilities” shall be equal to the totalof the Rampart Amount and the Gaming Tax Amount as of the date immediatelypreceding the Closing Date; provided that, in the event that the Cash Log as ofsuch date reflects amounts in the line items “Cash in Bank” and “Investments”and such amounts have not otherwise been applied to the Company Loan PaymentAmount, then the Sellers may elect to have all or any portion of the “Cash inBank” and “Investments” amounts retained by CCR (or the applicable Subsidiarythereof) on the Closing Date for the benefit of the Parent and the Buyers, inwhich event, for purposes of determining the Closing Payment and the PurchasePrice, the Remaining Accrued Liabilities shall be reduced by the aggregateamount so retained by CCR (or the applicable Subsidiary thereof).

####  

### (d)         Closing Statement and Cash Log. Onthe Closing Date, CCR shall deliver to the Parent and the Buyers (i) aclosing statement certified by the Chief Financial Officer of CCR (the “ClosingStatement”), setting forth a reasonably detailed calculation of the CompanyLoan Payment Amount, the Buyer Loan Payment Amount, the Stay Bonus PayoffAmount and the Remaining Accrued Liabilities, and (ii) the Cash Log as ofsuch date, together with bank statements or other reasonable supportingdocumentation in respect of the line items “Cash in Bank” and “Investments”. Inconnection with the preparation of the Closing Statement and the Cash Log, CCRshall permit employees of the Parent or an entity in the gaming businessrelated to the Parent to observe and review the determination of Company Cashand Remaining Accrued Liabilities, including the preparation of the operatingreports used for determining the Rampart Amount and the Gaming Tax Amount.

###  

### (e)         Contingency Escrow.

###  

#### (i)                                  TheContingency Amount shall be available to the Buyers only for the purpose ofpaying actual costs in excess of the Future Capital Payment Amount that arenecessary to achieve Final Completion of the Meadows Projects (“Excess Costs”).Without limiting the foregoing, the parties acknowledge that the Excess Costsmay include items that were overlooked in the process of calculating the FutureCapital Payment or were considered paid at the time of such calculationalthough not actually paid and therefore not taken into 

 

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####  

#### account in calculating the Future Capital Payment. Theparties acknowledge that there may be changes in the Applicable MeadowsConstruction Documents for the Meadows Projects following the Closing, and thecost of such changes will not be included in Excess Costs, except to the extentrequired by Laws in existence as of the Closing Date. In no event may anyportion of the Contingency Amount be used to fund costs related to themaintenance or repair of the Meadows Projects or to satisfy any indemnificationclaims pursuant to Section 2.2(g)(iii), Section 7.10 orSection 10.2.

####  

#### (ii)                               TheContingency Amount shall be held by the Escrow Agent, unless the partiesmutually agree to an earlier disbursement, from the Closing Date to the datethat is six (6) months after the date on which the Permanent MeadowsCasino first opens for operation, provided that the Reconciliation Amount (asdefined in the Escrow Agreement) shall be held and released in accordance withthe terms of the Escrow Agreement and this Agreement (the “ContingencyEscrow Release Date”).

####  

#### (iii)                            At any time on or prior to 5:00 p.m.,Pacific time, on the Business Day immediately preceding the Contingency EscrowRelease Date, the Buyers may deliver written notice to the Escrow Agent and theSellers (the “Future Capital True-Up Notice”), which notice shall state (1) that someor all of the Future Capital Payment has been applied to the Meadows Projectsand the amount remaining, if any, is insufficient to achieve Final Completionof the Meadows Projects and (2) the amount in excess of the remainingFuture Capital Payment necessary to achieve such Final Completion (the “FutureCapital True-Up”), and the Buyers shall provide accounting and reasonablesupporting documentation for the Buyers’ calculation of the Future CapitalTrue-Up. The Sellers may dispute the Future Capital True-Up as set forth in theFuture Capital True-Up Notice by following the procedures set forth in Exhibit W.On the Contingency Escrow Release Date, the excess, if any, of (A) theremaining amount in the Contingency Escrow over (B) the amount identifiedby the Buyers in the Future Capital True-Up Notice as the Future CapitalTrue-Up, shall be distributed from the Contingency Escrow to the Sellers inaccordance with each Seller’s payment percentage as set forth in Exhibit G,by wire transfer of immediately available funds.

####  

#### (iv)                           Withinten (10) Business Days after Buyers’ delivery of the Future CapitalTrue-Up Notice (if the Sellers do not dispute the Future Capital True-Up) orwithin one (1) Business Day after the final resolution of such disputepursuant to the procedures set forth in Exhibit W (if the Sellersdispute the Future Capital True-Up), the Buyers and the Sellers shall deliverjoint written instructions (“Joint 

 

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####  

#### Instructions”) to the Escrow Agent to(x) pay to the Buyers from the Contingency Escrow an amount equal to theExcess Costs, if any, and (y) pay to the Sellers the excess, if any, of (A) theremaining amount in the Contingency Escrow over (B) the Excess Costs, inaccordance with each Seller’s payment percentage as set forth in Exhibit G,by wire transfer of immediately available funds. The Sellers agree that if theContingency Amount is insufficient to pay the Excess Costs, the Sellers shallbe jointly and severally liable for the amount of Excess Costs in excess of theContingency Amount and shall pay the amount thereof to the Buyers by wiretransfer to an account specified by the Buyers within ten (10) BusinessDays after the Buyers’ demand. In the event the Future Capital Payment exceedsthe actual costs to achieve Final Completion of the Meadows Projects, withinten (10) Business Days after Final Completion of the Meadows Projects, theBuyers shall provide reasonable supporting documentation to the Sellers andshall pay such excess amount to the Sellers in accordance with each Seller’spayment percentage as set forth in Exhibit G, by wire transfer ofimmediately available funds.

####  

#### (v)                               Allpayments made pursuant to this Section 2.2(e) shall be treatedfor all Tax purposes as an adjustment to the Purchase Price.

####  

### (f)           Holdback Tax Amount. TheBuyers agree to use commercially reasonable efforts to recover the entireHoldback Tax Amount from Magna by making claims for such amount under theHoldback Agreement. If the Buyers do not recover the entire Holdback TaxAmount, Buyers may deliver to the Sellers a written notice setting forth theamount of the Holdback Tax Amount that the Buyers failed to recover (the “UnrecoveredAmount”) from Magna. Within ten (10) Business Days of Buyers’ deliveryof such notice, the Sellers agree to pay to the Buyers the Unrecovered Amountby wire transfer of immediately available funds to an account designated by theBuyers. Payment of the Unrecovered Amount pursuant to this Section 2.2(f) shallbe treated for all Tax purposes as an adjustment to the Purchase Price.

###  

### (g)          Pension Liability.

###  

#### (i)                                 Priorto the Closing, the Sellers and CCR shall cause the Companies to use theirreasonable best efforts to recover from Magna the withdrawal liability due andpayable to the Sports Arena Employees Local No. 137 Retirement Plan (the “Fund”)as determined by the Fund pursuant to Sections 4202 and 4219 of ERISA (the “MeadowsWithdrawal Liability”) by making claims against Magna under the MeadowsPurchase Agreement, RSA, or the Holdback Agreement, as applicable, for theamount of the Meadows Withdrawal Liability and/or for breach of Magna’srepresentations, warranties or covenants relating to the Fund pursuant to theMeadows Purchase Agreement or RSA. In furtherance and not in limitation of theforegoing covenant, the Sellers and CCR shall (x) cause the 

 

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####  

#### Companies to act diligently and promptly to pursue any such claims; (y) provideto the Parent and the Buyers copies of any agreements, material correspondenceor other material documents relating to any such claims; and (z) keep theParent and the Buyer generally apprised on a regular basis (but no lessfrequently than once a month) of the status of any such claims and the progressin obtaining from Magna all or any portion of the Meadows Withdrawal Liability.

####  

#### (ii)                               If,by the tenth (10th) Business Day prior to the anticipated Closing Date, theCompanies have not recovered amounts equal to the full amount of the MeadowsWithdrawal Liability from Magna, through either a Cash Payment or a HoldbackReduction (each as defined below), then, within the five (5) Business Daysfollowing such tenth-Business Day, the Sellers, at their election, shall either(1) reduce the Purchase Price by the amount of the Meadows WithdrawalLiability not so recovered or (2) provide adequate security to the Buyers(by way of escrow, bond or other comparable credit support) that is reasonablysatisfactory to the Buyers for the amount of the Meadows Withdrawal Liabilitynot so recovered. If the Meadows Withdrawal Liability is to be paid over timeafter the Closing, then the amount of such Purchase Price reduction or securityshall equal the net present value of the Meadows Withdrawal Liability, asmutually agreed by the Buyers and the Sellers. In the event that the Buyers andthe Sellers are unable to agree upon such net present value, the determinationthereof shall be submitted for resolution to an independent expert with respectto such matters, jointly selected by the Buyers and the Sellers. Thedetermination of such independent expert of the net present value of theMeadows Withdrawal Liability shall be final and binding on all parties hereto. Forthe avoidance of doubt, any settlement of claims by the Companies against Magnawith respect to the Companies’ claims under the first sentence of paragraph (i) ofthis Section 2.2(g), whether in the form of a Cash Payment or aHoldback Reduction shall be deemed to reduce the amount of the MeadowsWithdrawal Liability for which the Sellers are responsible under paragraph (ii) ofthis Section 2.2(g), provided that any such settlement does notimpose any material Liabilities or obligations on the Companies following theClosing.

####  

#### (iii)                            If, asof the Closing Date, any claims or actions are pending against Magna withrespect to the unrecovered Meadows Withdrawal Liability or an alleged breach ofrepresentations, warranties or covenants relating to the Fund by Magna underthe Meadows Purchase Agreement, RSA or the Holdback Agreement, the Buyers shallcause the applicable Companies to prosecute such claims at the sole cost andexpense, and at the direction and control of the 

 

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####  

#### Sellers, and shall not settle or compromise such claims or actionswithout the prior written consent of the Sellers; provided, that if such claimsor actions with respect to the unrecovered Meadows Withdrawal Liability areresolved or settled by the Companies with Magna after the Closing (whether inthe form of a cash payment to the Companies or an offset or reduction in theHoldback Amount (as defined in the Meadows Purchase Agreement)), the Buyers orthe Companies, as the case may be, shall promptly, but in no event later thanten (10) Business Days, remit to the Sellers, in cash, the amount of suchcash payment or offset or reduction to the Holdback Amount. Notwithstanding theforegoing, in connection with prosecuting any such claims or actions, neitherthe Buyers nor the Companies shall be obligated to (1) incur anyout-of-pocket expense unless such expense is advanced or substantiallysimultaneously reimbursed by the Sellers or (2) violate any provision ofany Law; and, in the event that (x) the Sellers fail, within ten (10) BusinessDays of Sellers’ receipt of Buyers’ written request to advance or reimburse, toadvance or reimburse the costs and expenses arising out of, relating to or inconnection with the prosecution of such claims or actions, or (y) theBuyers reasonably determine (after providing twenty (20) Business Days’ (orsuch shorter period as may be required under the circumstances) written noticeto the Sellers) that actions to be taken by either Buyer or any Company inconnection with the prosecution of such claims would violate any provision of anyLaw, the Buyers and the Companies may terminate the prosecution of such claimsor actions with or without prejudice to such claims or actions being reinstated.In furtherance of the foregoing, from and after the Closing, the Sellers shallindemnify and hold harmless the Buyers and the Companies from and against anyand all Damages suffered or incurred by either Buyer or any Company arising outof, relating to or in connection with any action taken by the Buyers or anyCompany at the request of the Sellers in connection with prosecuting any suchclaims or actions.

####  

#### (iv)                              Asused herein, (1) “Cash Payment” means payments by Magna to theCompanies in cash, the full amount of which is retained by the Companies fromand after the Closing, and (2) “Holdback Reduction” means an amountby which the Holdback Amount is reduced or offset, as evidenced by anacknowledgment in writing by Magna that such amount is an Agreed Upon Loss (asdefined in the Meadows Purchase Agreement) under the Holdback Agreement orother comparable acknowledgment in writing and that represents adollar-for-dollar reduction of the Holdback Amount, in each case, pursuant to asettlement that does not impose any material Liabilities or obligations on theCompanies after the Closing.

 

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####  

#### (v)                                 AnyPurchase Price reduction or provision of security referenced in the secondsentence of Section 2.2(g)(i) shall be treated for all Taxpurposes as an adjustment to the Purchase Price.

####  

### (h)           Cannery East Excess Costs.

###  

#### (i)                                     Inthe event the Future Capital Payment, if any, for the Cannery East Project isinsufficient to pay the actual costs that are necessary to achieve FinalCompletion of the Cannery East Project (the “Cannery East Excess Costs”),then within ten (10) Business Days following the Final Completion of theCannery East Project, the Buyers may deliver written notice to the Sellers (the“Cannery True-Up Notice”),  which notice shall state (1) that some orall of the Future Capital Payment has been applied to the Cannery East Projectand the amount remaining, if any, is insufficient to achieve Final Completionof the Cannery East Project and (2) the amount in excess of the remainingFuture Capital Payment necessary to achieve such Final Completion (the “CanneryTrue-Up”). The Buyers shall provide with the Cannery True-Up Noticeaccounting and reasonable supporting documentation for the Buyers’ calculationof the Cannery True-Up. The Sellers may dispute the Cannery True-Up as setforth in the Cannery True-Up Notice by following the procedures set forth in Exhibit W.

####  

#### (ii)                            TheSellers agree that they shall be jointly and severally liable for the CanneryEast Excess Costs, if any. Within ten (10) Business Days after Buyers’delivery of the Cannery True-Up Notice (if the Sellers do not dispute theCannery  True-Up) or within one (1) BusinessDay after the final resolution of such dispute pursuant to the procedures setforth in Exhibit W (if the Sellers dispute the Cannery True-Up),the Sellers shall pay to the Buyers the Cannery East Excess Costs by wiretransfer of immediately available funds. In the event the Future CapitalPayment exceeds the actual costs to achieve Final Completion of the CanneryEast Project, within ten (10) Business Days after Final Completion of theCannery East Project, the Buyers shall provide reasonable supportingdocumentation to the Sellers and shall pay such excess amount to the Sellers inaccordance with each Seller’s payment percentage as set forth in Exhibit G,by wire transfer of immediately available funds.

####  

#### (iii)                            Allpayments made pursuant to this Section 2.2(h) shall be treatedfor all Tax purposes as an adjustment to the Purchase Price.

####  

## 2.3.        Sellers’ Closing Deliveries.At the Closing, the Sellers shall deliver, or cause to be delivered, to theBuyers each of the following (in addition to any other documents 

 

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##  

## required to be delivered to the Buyers by or on behalfof the Sellers pursuant to any other provisions of this Agreement):

##  

### (a)           a certificate duly executed by eachof the Sellers certifying to the satisfaction of the conditions in Section 8.2(a) andSection 8.2(b);

###  

### (b)           the Closing Statement;

###  

### (c)           the Cash Log dated as of the ClosingDate, as certified by the Chief Financial Officer of CCR;

###  

### (d)           the resignations, effectiveimmediately following the Closing, of each manager, director and officer ofeach Company;

###  

### (e)           the Payoff and Release of Liens ascontemplated by Section 7.21;

###  

### (f)            the Non-Competition Agreements dulyexecuted by each of Mr. William Paulos and Mr. William Wortman;

###  

### (g)           the assignment documents evidencingthe assignment and transfer of the Millennium Units and the HoldCo Units, eachsubstantially in the respective forms as attached hereto as Exhibit R,and the sale documents evidencing the sale of the Option Agreement,substantially in the form as attached hereto as Exhibit N(collectively, the “Assignment Documents”);

###  

### (h)           the releases as contemplated by Section 7.11and Section 7.12, substantially in the forms as attached hereto as Exhibit U(the “Releases”);

###  

### (i)            the FIRPTA Certificates required by Section 7.20;

###  

### (j)            the Transition Services ConsultingAgreement duly executed by Millennium Gaming, Inc.;

###  

### (k)           the opinions of Sellers’ counsels, insubstantially the form set forth in Exhibit O attached hereto, withsuch further changes as may be reasonably satisfactory to the Buyers;

###  

### (l)            such instruments and documents,including affidavits and indemnity agreements, as are required to cause theTitle Company to issue full equity transfer non-imputation endorsements in theapplicable forms attached hereto as Exhibit V for all of theCompanies’ title insurance policies, including the new title insurance policiesto be issued as contemplated by the Title Commitments;

###  

### (m)          the Escrow Agreement (and anyadditional documents or instructions as the Escrow Agent may reasonablyrequire);

###  

### (n)           certificates representing theMillennium Units; and

 

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###  

### (o)           the books and records of theCompanies, Blocker and AcquisitionCo, including any certificates with respectto any stock or units of the Companies, Blocker and AcquisitionCo.

###  

## 2.4.          Buyers’ Closing Deliveries. At the Closing,the Buyers shall deliver or cause to be delivered, to the Sellers each of thefollowing (in addition to any other documents required to be delivered to theSellers by or on behalf of the Buyers pursuant to any other provisions of thisAgreement):

##  

### (a)           an amount equal to the ClosingPayment (as calculated pursuant to Section 2.2(a));

###  

### (b)           a certificate duly executed by anexecutive officer of the managing member of the managing member of each of theBuyers and dated as of the Closing Date, certifying as to the satisfaction ofthe conditions in Section 8.3(a) and Section 8.3(b);

###  

### (c)           the Releases;

###  

### (d)           the Assignment Documents dulyexecuted by the applicable Buyer;

###  

### (e)           the Non-Competition Agreements dulyexecuted by the Parent and the Buyers;

###  

### (f)            the Transition Services ConsultingAgreement duly executed by the Parent and the Buyers; and

###  

### (g)           the Escrow Agreement (and anyadditional documents or instructions as the Escrow Agent may reasonablyrequire).

###  

## 2.5.          Final Statements.

##  

### (a)           Preparation of Statement of FreeCash Flow. Within sixty (60) days after the Adjustment Date in the eventthat the Closing has occurred prior to the Adjustment Date, the Buyers shallprepare and deliver, or cause to be prepared and delivered, to the Sellers astatement calculating the Free Cash Flow (the “Actual Statement”). TheActual Statement shall be certified by the Buyers as fairly presenting, in allmaterial respects, the Free Cash Flow.

###  

### (b)           Examination by the Sellers. Uponreceipt of the Actual Statement, the Sellers shall have thirty****(30) days (the “Review Period”) to review suchActual Statement. In connection with its review of the Actual Statement, theBuyers shall give the Sellers (including its Representatives) full access atall reasonable times to the books, records and other materials of the Companiesand the personnel of, and work papers prepared by or for, any Company or anyCompany’s accountants or in any Company’s or any Company’s accountants’possession to the extent that they relate to the Companies, including to suchhistorical financial information relating to the Companies as the Sellers(including their Representatives) shall reasonably request in order to permitthe timely and accurate review of the Actual Statement.

 

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###  

### (c)           Objection by the Sellers. Onor prior to the last day of the Review Period, the Sellers may object to theActual Statement and the computation of Free Cash Flow (including whetherappropriate adjustments were made in circumstances where the operations duringthe FCF Period materially differed from the ordinary course of businessconsistent with the Companies’ historical practices prior to the FCF Period)set forth in the Actual Statement, by delivering to the Buyers a writtenstatement setting forth in reasonable detail the basis and amount of theSellers objections to the Actual Statement and the computation of Free CashFlow (the “Statement of Objections”). If the Sellers fail to deliver theStatement of Objections to the Buyers within the Review Period, the ActualStatement and computations of Free Cash Flow set forth therein, shall be deemedto have been accepted by the Sellers and shall be final and binding on allparties hereto for purposes of the Actual Statement and Free Cash Flow. If theSellers deliver the Statement of Objections to the Buyers within the ReviewPeriod, the Sellers and the Buyers shall negotiate in good faith to resolvesuch objections, and any objections that are resolved by a written agreementamong the Buyers and the Sellers shall be final and binding on all partieshereto for purposes of the Actual Statement and Free Cash Flow.

###  

### (d)           Resolution of Disputes. If theSellers and the Buyers fail to reach an agreement with respect to all of thematters set forth in the Statement of Objections, then the matters still indispute shall, not later than thirty (30) days after the delivery of theStatement of Objections (or, if earlier, the date on which either the Sellersor the Buyers affirmatively terminates discussions in writing with respect tothe Statement of Objections), be submitted for resolution to an independentaccounting firm jointly selected by the Buyers and the Sellers or, if theBuyers and the Sellers are unable to agree on such accounting firm, within thethirty (30) days after the delivery of the Statement of Objections, anindependent accounting firm jointly selected within ten (10) days by theBuyers’ accounting firm and an accounting firm identified by the Sellers (suchfirm, the “Independent Accounting Firm”). The Independent AccountingFirm shall act as an expert and not as an arbitrator, and shall resolve thematters still in dispute and adjust the Actual Statement and Free Cash Flow setforth in the Actual Statement to reflect such resolution. The IndependentAccounting Firm’s resolution of the matters in dispute shall be final andbinding on all parties hereto for purposes of the Actual Statement and  Free Cash Flow. The Independent AccountingFirm shall make a determination as soon as practicable after its engagement.

###  

### (e)           Scope of Review. The scope ofany dispute to be resolved by the Independent Accounting Firm shall be limitedto whether the amounts set forth on the Actual Statement in respect of FreeCash Flow were obtained from and in accordance with the books and records ofthe Companies and prepared in accordance with the terms of this Agreement andthe sample statements attached as Exhibit B after taking intoaccount the items set forth in the Actual Statement and the objections theretoas set forth in the Statement of Objections. In resolving a disputed item, theIndependent Accounting Firm may not assign a value to any particular itemgreater than the greatest value for such item claimed by the Buyers or theSellers or less than the smallest value for such item claimed by the Buyers orthe Sellers, in each case as presented to the Independent Accounting Firm inthe Actual Statement and the Statement of Objections.

###  

### (f)            Fees, Costs and Expenses of theIndependent Accounting Firm. The fees, costs and expenses of theIndependent Accounting Firm shall be borne 50% by the Buyers, on the one hand,and 50% by the Sellers, on the other hand. Each party shall bear the fees andexpenses 

 

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###  

### of its own independent accounting firm retained toselect the Independent Accounting Firm, if applicable.

###  

### (g)           Access to Supporting Documentation.The Buyers and the Sellers shall each make readily available to the IndependentAccounting Firm all relevant work papers and books and records relating to theCompanies, the Actual Statement and the computation of Free Cash Flow, asapplicable, as are requested by the Independent Accounting Firm and shall usecommercially reasonable efforts to cooperate with the Independent Accounting Firmin resolving any disputed matters.

###  

### (h)           Payment of Purchase Price. Withinfive (5) Business Days after the Actual Statement and computations of theFree Cash Flow become final and binding, the Buyers shall pay to the Sellersthe Free Cash Flow plus interest thereon calculated pursuant to the followingsentence. The Free Cash Flow shall bear interest through and including the dateof payment at the rate of 6% per annum for the period from but not includingthe Adjustment Date and shall be calculated on the basis of a year of 360 days.Any such payment shall be made by wire transfer of immediately available fundsto a bank account or accounts as shall be designated in writing by the Sellersor the Buyers, as the case may be, no later than one Business Day prior to thepayment date. The final determination of the Free Cash Flow shall be final andbinding on all parties hereto for purposes of the determination of the PurchasePrice.

###  

## 2.6.          Allocation of Purchase Price. The PurchasePrice paid by the Buyers (including any adjustments thereto) shall be allocated58% to the Millennium Units and 42% to the HoldCo Units and Option Agreement. Withrespect to that portion of the Purchase Price (including any adjustmentsthereto) allocated to the HoldCo Units and Option Agreement, the parties arenot agreeing to a further allocation between the HoldCo Units and OptionAgreement, and no inference is to be drawn from the respective amounts paid bythe Buyers. With respect to that portion of the Purchase Price (including anyadjustments thereto) allocated to the Millennium Units, such amount shall beallocated among Millennium’s interest in the various assets of the Company asprovided in Treasury Regulations Section §1.755-1 taking into account thatpursuant to Section 7.10(a) of this Agreement there will be anelection under Section 754 of the Code in effect for the Company taxableyear that includes the Closing Date that will require an adjustment to thebasis of Company assets under Section 743(b) of the Code to be made;provided, however, that the Buyers and Millennium shall agree upon the amountsallocated to Millennium’s interest in Company unrealized receivables andinventory items, as described in Sections 751(c) and (d) of the Codeand shall file all Tax Returns consistently with the amount allocated toMillennium’s interest in such Company unrealized receivables and inventoryitems. Within thirty (30) days after the Closing Date, Millennium shall proposeand deliver to the Buyers a preliminary allocation of the Purchase Price paidfor the Millennium Units that is allocated to Millennium’s interest in Companyunrealized receivables and inventory items (the “Hot Asset Allocation”).The Buyers shall have ten (10) Business Days after delivery of the HotAsset Allocation to give written notice to Millennium of its disagreement withthe Hot Asset Allocation (with such notice so timely delivered referred toherein as a “Hot Asset Allocation Notice of Disagreement”). Any HotAsset Allocation Notice of Disagreement shall specify in reasonable detail thebasis and amount of any disagreement. The Hot Asset Allocation shall becomefinal if the Buyers do not deliver to Millennium a valid Hot Asset AllocationNotice of Disagreement within the allotted time period. During the thirty (30)days immediately following 

 

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##  

## delivery of the Hot Asset Allocation Notice ofDisagreement, the Buyers and Millennium shall seek in good faith to resolve inwriting any differences which they may have with respect to any matterspecified in the Hot Asset Allocation Notice of Disagreement. Within ten (10) BusinessDays after the end of such thirty (30) day period, or such longer period as maybe mutually agreed in writing, the Buyers, on the one hand, and Millennium, onthe other hand, shall submit for review and resolution by an independentaccounting firm jointly selected by the Buyers and Millennium (the “AllocationAccounting Firm”) any and all matters which remain in dispute and relatesolely to matters included in the Hot Asset Allocation Notice of Disagreement. TheAllocation Accounting Firm shall be directed to make a final determinationwithin thirty (30) days of the deadline for submissions as set forth in thepreceding sentence with respect to the proper allocation of the disputed itemswhich determination shall be final, conclusive and binding on the parties. Ifthe Buyers and Millennium are unable to agree on an independent accountingfirm, then each shall pick an independent accounting firm and the twoaccounting firms shall choose the accounting firm to serve as the “AllocationAccounting Firm” hereunder. The fees and disbursements of the AllocationAccounting Firm shall be shared equally by the Buyers, on the one hand, andMillennium, on the other hand. Each of the Buyers and Millennium agrees that itwill not take any position with any Tax Authority or on any Tax Returns that iscontrary to the final Hot Asset Allocation.

##  

# **ARTICLE3**

# ** **

# **Closing**

# ** **

## 3.1.          Closing. The closing of the sale and purchaseof the Millennium Units and the HoldCo Units and the other transactionscontemplated by this Agreement (the “Closing”) shall take place at theoffices of Munger, Tolles & Olson LLP, Los Angeles, California at10:00 a.m. local time (or such other time, place and date as the Buyersand the Sellers may mutually agree) as soon as practicable, but no later thantwo (2) Business Days after the first date on which all the conditions toClosing (other than those conditions that by their nature are to be satisfiedat the Closing, but subject to the fulfillment or waiver of those conditions)shall have been satisfied or waived.

##  

## 3.2.          Closing Extension. Notwithstanding Section 3.1,in the event that the condition stated in Section 8.2(c)(i) hasnot been satisfied and either (a) the Pre-Completion Closing Noticedelivered pursuant to Section 7.18 states that the EstimatedCompletion Date is after the Pennsylvania Date (or no Pre-Completion ClosingNotice is delivered pursuant to Section 7.18), or (b) theBuyers deliver a Notice of Objection pursuant to Section 7.18, thenthe condition in Section 8.2(c) (the “PennsylvaniaCondition”) shall not be deemed satisfied, and the Buyers may elect toextend the date for the Closing to take place by delivering an officer’scertificate to the Sellers (i) stating that the Buyers are prepared toclose (other than for the existence of the Pennsylvania Condition, and otherthan those conditions that by their nature are to be satisfied at the Closingbut subject to the fulfillment or waiver of those conditions) and (ii) agreeingto extend the date for the Closing to the earlier of (A) three (3) BusinessDays after the Estimated Completion Date or (B) the Pennsylvania Date, asit may be extended or as it may have been extended (the “Closing Extension”).Upon delivery of such officer’s certificate, the Sellers shall have until theexpiration of the Closing Extension in which to cause the condition stated in Section 8.2(c)(i) tobe satisfied, and the Closing shall occur within two Business Days 

 

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##  

## after satisfaction of such condition if all otherconditions to Closing remain satisfied or capable of satisfaction at theClosing (other than those conditions that by their nature are to be satisfied atthe Closing, but subject to fulfillment or waiver of those conditions).

##  

## 3.3.          Closing Date. The date on which the Closingoccurs is referred to as the “Closing Date”.

##  

# **ARTICLE4**

# ** **

# **Representationsand Warranties Regarding Sellers**

# ** **

Except as set forth in thecorresponding sections of the disclosure schedules delivered by the Sellers tothe Buyers concurrently with the execution and delivery of this Agreement (the “SellersDisclosure Schedules”) (provided that a listing of an item in one sectionof the Sellers Disclosure Schedules shall be deemed to be a listing in eachsection of the Sellers Disclosure Schedules to which such item relates only tothe extent that it is reasonably apparent from a reading of such disclosurethat it also qualifies or applies to another section), the parties referencedbelow make the following representations.

 

## 4.1.          Representations of Millennium. Millenniumhereby represents and warrants to the Parent and the Buyers as follows:  Millennium is the owner of all right, titleand interest (record and beneficial) in and to the number and type of CCR Unitsset forth opposite its name on Exhibit A, free and clear of anyLiens. The delivery to Crown One of the Millennium Units hereunder willtransfer to Crown One good and valid title to all the Millennium Units, freeand clear of any Liens (other than Liens created by Crown One). Other than theMillennium Units listed opposite Millennium’s name on Exhibit A,Millennium owns no right, title or interest (record or beneficial) to any otherCCR Units or any other equity interests of CCR or right of any kind to have anysuch equity interests issued. No Person has any agreement or option or anyright or privilege (whether pre-emptive or contractual) capable of becoming anagreement or option for the acquisition of the Millennium Units. Except asprovided in this Agreement or any Other Document, Millennium and, to theknowledge of Millennium, each other member, partner or other owner of CCR ownsno right, title or interest (record or beneficial) to any other equityinterests of CCR or right of any kind to have any such equity interests.

##  

## 4.2.          Representations of HoldCo. HoldCo herebyrepresents and warrants to the Parent and the Buyers as follows:

##  

### (a)           HoldCo is the owner of all right,title and interest (record and beneficial) in and to the number of Blocker AUnits set forth opposite its name on Exhibit A to this Agreement,free and clear of any Liens. The delivery to Crown Two of the HoldCo Unitshereunder will transfer to Crown Two good and valid title to all the HoldCoUnits, free and clear of any Liens (other than Liens created by Crown Two). Otherthan the HoldCo Units listed opposite HoldCo’s name on Exhibit A,HoldCo owns no right, title or interest (record or beneficial) to any otherBlocker A Units or any other equity interests of Blocker or right of any kindto have any such equity interests issued. Other than as set forth in the OptionAgreement, no Person has any agreement or option or any right or privilege(whether pre-emptive or contractual) 

 

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### capable of becoming an agreement or option for theacquisition of the HoldCo Units. Except as provided in this Agreement or anyOther Document, each of AcquisitionCo, Blocker and HoldCo and, to the knowledgeof HoldCo, each other member, partner or other owner of CCR, AcquisitionCo orBlocker owns no right, title or interest (record or beneficial) to any otherequity interests of CCR, AcquisitionCo or Blocker, as the case may be, or rightof any kind to have any such equity interests.

###  

### (b)           Blocker is the owner of all right,title and interest (record and beneficial) in and to the number of Class AUnits in AcquisitionCo set forth opposite Blocker’s name on Exhibit Ato this Agreement, free and clear of any Liens. Other than the Blocker Unitslisted opposite Blocker’s name on Exhibit A, Blocker owns no right,title or interest (record or beneficial) to any other Class A Units inAcquisitionCo or any other equity interests of AcquisitionCo or right of anykind to have any such equity interests issued. Except pursuant to the OptionAgreement, no Person has any agreement or option or any right or privilege(whether pre-emptive or contractual) capable of becoming an agreement or optionfor the acquisition of the Blocker Units.

###  

### (c)           AcquisitionCo is the owner of allright, title and interest (record and beneficial) in and to the number and typeof CCR Units set forth opposite its name on Exhibit A to thisAgreement, free and clear of any Liens. Other than the AcquisitionCo Unitslisted opposite AcquisitionCo’s name on Exhibit A, AcquisitionCoowns no right, title or interest (record or beneficial) to any other CCR Unitsor any other equity interests of CCR or right of any kind to have any suchequity interests issued. No Person has any agreement or option or any right orprivilege (whether pre-emptive or contractual) capable of becoming an agreementor option for the acquisition of the AcquisitionCo Units.

###  

### (d)           Neither Blocker nor AcquisitionCo hasany Subsidiaries or own any stock of, or any equity participation in, anyPerson, except as set forth on Exhibit A to this Agreement. Theequity interests of each of Blocker and AcquisitionCo as set forth on Exhibit Aconstitute all of the issued and outstanding equity interests of each ofBlocker and AcquisitionCo, respectively. All of the issued and outstandingequity interests of each of Blocker and AcquisitionCo have been duly authorizedand are validly issued, fully paid (if applicable) and nonassessable and none ofthem has been issued in violation of preemptive or similar rights. There are nodeclared or accrued but unpaid dividends or distributions with regard to anyissued and outstanding equity interests of Blocker or AcquisitionCo. There areno equity interests in Blocker or AcquisitionCo reserved for issuance orsubject to preemptive rights or any outstanding subscriptions, options,warrants, calls, rights, agreements, obligations, convertible, exercisable orexchangeable securities, or other commitments, contingent or otherwise,relating to membership interests of, or other equity or voting interests in,Blocker or AcquisitionCo. There are no outstanding or authorized membershipinterests, stock appreciation, phantom stock, profit participation, or similarrights for which Blocker or AcquisitionCo has any Liability, and there are noissued and outstanding bonds, indentures, notes or other Indebtedness havingthe right to vote (or convertible into, exchangeable or exercisable for, orevidencing the right to subscribe for or acquire securities that have the rightto vote) on any matters on which owners or members of Blocker or AcquisitionComay vote. There are no shareholder agreements, proxies, voting trusts or otheragreements or understandings to which Blocker or AcquisitionCo is a party or bywhich Blocker 

 

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### or AcquisitionCo is bound relating to the voting orregistration of any equity interests of Blocker or AcquisitionCo or preemptiverights with respect thereto.

###  

### (e)           Neither AcquisitionCo nor Blocker hasconducted any business or operations since its date of formation other thanactions taken in connection with holding the Blocker Units, the AcquisitionCoUnits, and interests in the Excluded HoldCo Subsidiaries, and neitherAcquisitionCo nor Blocker has any Liabilities, other than statutory obligationsor obligations under their respective Governing Documents as in effect on thedate hereof, accurate and complete copies of which have been provided or made availableto the Buyers.

###  

### (f)            Each of AcquisitionCo and Blockerhas duly filed with the appropriate Tax Authority all Tax Returns required tobe filed (or has timely and properly filed valid extensions of time withrespect to the filing thereof), and each such Tax Return was complete andaccurate in all material respects.

###  

#### (i)                                  AcquisitionCoand Blocker have timely paid all Taxes due with respect to each such entity,except with respect to Taxes that are being contested in good faith byappropriate proceedings and for which adequate reserves (in accordance withGAAP) have been maintained. All Taxes that AcquisitionCo and Blocker have beenrequired to collect or withhold have been duly collected or withheld, and havebeen, to the extent required when due, duly paid to the proper Tax Authorityand each Company has complied with all material information reporting andrecord keeping requirements related to withholding.

####  

#### (ii)                               Nodeficiencies for Taxes of AcquisitionCo or Blocker have been claimed, proposedor assessed by any Tax Authority in writing. There are no pending or, to theknowledge of HoldCo, threatened audits, suits, proceedings, actions or claimsfor or relating to any Liability in respect of Taxes of AcquisitionCo orBlocker. Schedule 4.2(f) of the Sellers Disclosure Schedulescontains a list of all material Tax Returns of AcquisitionCo and Blocker thathave been audited or are currently under audit and describes any deficienciesor other amounts that have been paid or are currently being contested. There areno pending claims for refund of any Tax of either AcquisitionCo or Blocker.

####  

#### (iii)                            Thereare no Liens for Taxes (other than Permitted Exceptions) upon the assets ofAcquisitionCo or Blocker.

####  

#### (iv)                           None ofthe assets of AcquisitionCo or Blocker (i) is property that is required tobe treated as being owned by any other person or (ii) is treated astax-exempt bond financed property or tax-exempt use property within the meaningof Section 168 of the Code or comparable provision of state or local Taxlaw.

 

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####  

#### (v)          Neither AcquisitionCo nor Blocker is aparty to or bound by any Tax sharing, Tax indemnity or Tax allocation agreementor other similar arrangement with any other party.

####  

#### (vi)                           At alltimes since its formation, Blocker has been classified for U.S. federal IncomeTax purposes as a corporation. At all times since its formation, AcquisitionCohas been classified for U.S. federal income Tax purposes as an entitydisregarded as separate from its owner within the meaning of TreasuryRegulation Section 301.7701-2(c)(2)(i).

####  

#### (vii)                        Blockerand AcquisitionCo have made available to the Buyers accurate and correct copiesof all filed Income Tax Returns and other material Tax Returns of Blocker andAcquisitionCo for each of the taxable years since their formation.

####  

#### (viii)                     No TaxAuthority in a jurisdiction in which any of AcquisitionCo or Blocker does notfile Tax Returns has claimed in writing that AcquisitionCo or Blocker is or maybe required to file Tax Returns in, or is or may be subject to Tax by, thatjurisdiction.

####  

#### (ix)                             Thereare no outstanding waivers, extensions or comparable consents regarding theapplication of the statute of limitations with respect to any Tax or Tax Returnof AcquisitionCo or Blocker.

####  

#### (x)                                NeitherAcquisitionCo nor Blocker has distributed the stock of another entity or hadits stock distributed by another entity in a transaction that was purported orintended to be governed in whole or in part by Sections 355 or 361 of the Code.

####  

#### (xi)                             NeitherAcquisitionCo nor Blocker is the subject of or bound by any private letterruling, technical advice memorandum or similar ruling, memorandum of agreementwith any Tax Authority.

####  

#### (xii)                          NeitherAcquisitionCo nor Blocker will be required to include any item of income in, orexclude any item of deduction from, taxable income for any taxable period (orportion thereof) ending after the Closing Date as a result of any (i) changein method of accounting under Section 481 of the Code (or anycorresponding or similar provision of state, local or foreign tax law) for ataxable period ending on or prior to the Closing Date; (ii) “**closingagreement**”****as described in Section 7121 of the Code (or anycorresponding or similar provision of state, local or foreign tax law) executedon or prior to the Closing Date; (iii) deferred intercompany gain orexcess loss account described in Treasury Regulations under Section 1502of the Code (or any corresponding or similar provision of state, local orforeign tax law); (iv) installment sale or open transaction 

 

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####  

#### disposition made on or prior to the Closing Date; or (v) prepaidamount received on or prior to the Closing Date.

####  

#### (xiii)                     NeitherAcquisitionCo nor Blocker (a) has ever been a member of an affiliated(within the meaning of Section 1504 of the Code), combined or unitarygroup of corporations  filing aconsolidated, combined or unitary Tax Return; (b) is a successor to anyother entity for Tax purposes by way of merger, liquidation or othertransaction; (c) is a party to any Tax sharing or indemnificationagreement or arrangement with any person or entity pursuant to which it wouldhave an obligation with respect to Taxes of another person or entity followingthe Closing; or (d) has liability for the Taxes of any person as atransferee or successor or under Treasury Regulation § 1.1502-6 (or anycomparable provision of state, local or foreign law), by contract or otherwise.

####  

#### (xiv)                      NeitherAcquisitionCo nor Blocker has participated or engaged in any transaction thatgave rise to (x) a registration obligation under section 6111 of the Codeor the Treasury Regulations thereunder, (y) a list maintenance obligationunder section 6112 of the Code or the Treasury Regulations thereunder, or (z) adisclosure obligation as a “reportable transaction” under section 6011 of theCode and the Treasury Regulations thereunder (or in each of clauses (x), (y) or(z) any corresponding or similar provision of state, local or foreign Taxlaw).

####  

#### (xv)                         AcquisitionCoand Blocker are not and have not been within the most recent five years a “**UnitedStates real property holding corporation**” as defined in Section 897 of the Code.

####  

### (g)           The Option Agreement is currently ineffect, has continuously been in effect since its execution January 5,2006 and correction March 17, 2006, and has not been modified or amendedsince March 17, 2006. Accurate and complete copies of the Option Agreement(i) as executed January 5, 2006 and (ii) as amended March 17,2006, have been made available to the Buyers. The Option Agreement is a legallyvalid and binding agreement of HoldCo and Blocker, enforceable by each partythereto against the other, subject to applicable bankruptcy, insolvency,moratorium and similar laws affecting creditors’ rights and remedies generallyand to general principles of equity. Notwithstanding the foregoing, norepresentations or warranties are made with respect to the Tax effect orconsequences of the Option Agreement (including its exercise). HoldCo has thefull power and legal right to sell its rights under the Option Agreement toCrown One, and such sale shall be recorded on the books of Blocker upon thesurrender of the Option Agreement at the Closing, properly endorsed to CrownOne, to Blocker at its principal offices. Upon the execution and delivery ofthe sale agreement evidencing the sale of the Option Agreement from HoldCo toCrown One, attached hereto as Exhibit N, Crown One shall have allof the rights, powers and obligations of HoldCo under the Option Agreement.

 

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###  

### (h)           Organization and Good Standing.Each of Blocker and AcquisitionCo (i) is duly organized, validly existingand in good standing under the laws of the jurisdiction of its organization, (ii) hasall requisite power and authority to own, operate and lease its properties andto carry on its business as now conducted and (iii) is qualified totransact business and in good standing in each state or jurisdiction in whichthe ownership of its property or conduct of its business requires suchqualification, except where the failure to so qualify or be in good standingare not reasonably likely to prohibit or materially restrict or delay itsperformance of this Agreement or any of the Other Documents to which it is aparty.

###  

### (i)            Consents and Approvals. Exceptfor HSR Notifications, the Gaming Approvals and the Negative Pledge Approval,no notices, reports, registrations or other filings are required to be made byBlocker or AcquisitionCo with, nor are any consents, approvals or GovernmentalAuthorizations required to be obtained by Blocker or AcquisitionCo from anyGovernmental Entity, in connection with the execution, delivery or performanceof this Agreement or the Other Documents by HoldCo, except for where thefailure to make such notices, reports, registrations or other filings or toobtain such consents, approval or Governmental Authorizations, individually orin the aggregate with other such failures, are not reasonably likely toprohibit or materially restrict or delay its performance of this Agreement orany of the Other Documents to which it is a party.

###  

### (j)            No Litigation. There are noActions pending or, to the knowledge of HoldCo, threatened, against eitherBlocker or AcquisitionCo or any of their respective properties or assets, noris there any Order outstanding against Blocker or AcquisitionCo or any of theirrespective properties or assets, other than Actions or Orders, as applicable,that, individually or in the aggregate, are not reasonably likely to prohibitor materially restrict or delay its performance of this Agreement or any of theOther Documents to which it is a party.

###  

### (k)           No Violations. The executionand delivery by HoldCo of this Agreement and the Other Documents to which it isa party does not, and the consummation by HoldCo of the transactionscontemplated hereby and thereby will not:

###  

#### (i)                                     violate,breach, conflict with or contravene any provision of the Governing Documents ofBlocker or AcquisitionCo;

####  

#### (ii)                                  violate,breach, conflict with, or constitute or result in a default, acceleration,termination or modification of the terms of, or entitle any party to declaresuch a default, or give rise to any right to accelerate, terminate, cancel,amend or modify the terms of or under, or the rights or obligations of Blockeror AcquisitionCo under (in each case with or without notice or lapse of time orboth), any provision of  any materialContract to which Blocker or AcquisitionCo is a party or by which any of itsproperties or assets are bound, in each case other than (A) as set forthon Schedule 4.2(k) of the Sellers Disclosure Schedules or (B) aswould not prohibit or materially restrict or delay its performance of thisAgreement or any of the Other Documents to which it is a party;

 

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####  

#### (iii)                               resultin the creation or imposition of any Liens with respect to any of the BlockerUnits or AcquisitionCo Units, in each case, other than (A) as set forth onSchedule 4.2(k) of the Sellers Disclosure Schedules, or (B) aswould not prohibit or materially restrict or delay its performance of thisAgreement or any of the Other Documents to which it is a party

####  

#### (iv)                              assumingall notices, reports, registrations, filings, consents, approvals and otherGovernmental Authorizations contemplated by Section 4.2(i) havingbeen made or obtained, as applicable, violate, breach, contravene or conflictwith any Law or Order of any Governmental Entity applicable to Blocker orAcquisitionCo, other than such violations that would not prevent or materiallydelay the consummation of the transactions contemplated hereby.

####  

## 4.3.          Representations of Each Seller. Each Seller,severally and not jointly, hereby represents and warrants to the Parent and theBuyers as follows in respect of such Seller:

##  

### (a)           Organization and Good Standing.The Seller (i) is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization, (ii) has allrequisite power and authority to own, operate and lease its properties and tocarry on its business as now conducted and (iii) is qualified to transactbusiness and in good standing in each state or jurisdiction in which theownership of its property or conduct of its business requires such qualification,except for failures to so qualify or be in good standing that, individually orin the aggregate, are not material to its ability to perform its obligationshereunder or under any of the Other Documents to which it is a party and arenot reasonably likely to prohibit or materially restrict or delay itsperformance of this Agreement or any of the Other Documents to which it is aparty.

###  

### (b)           Seller Authority; Enforceability.The Seller has the power and authority to execute, deliver, and perform itsobligations under this Agreement and the Other Documents to which it is aparty, and to consummate the transactions contemplated hereby and thereby. Theexecution, delivery, and performance of this Agreement and such Other Documentsto which it is a party, and the consummation of the transactions contemplatedhereby and thereby, have been duly and validly authorized by all necessaryaction on the part of the Seller, and no other company action on the part ofthe Seller or any of its members or shareholders is necessary to authorize theexecution, delivery and performance of this Agreement and such Other Documentsto which it is a party and the consummation of the transactions contemplatedhereby and thereby. This Agreement and such Other Documents, when duly executedby the other parties hereto and thereto, will constitute legally valid andbinding obligations of such Seller enforceable against it in accordance withtheir respective terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium and similar laws affecting creditors’ rights andremedies generally and to general principles of equity.

###  

### (c)           Consents and Approvals. Exceptfor HSR Notifications, the Gaming Approvals and the Negative Pledge Approval,no notices, reports, registrations or other filings are required to be made bythe Seller with, nor are any consents, approvals or Governmental 

 

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###  

### Authorizations required to be obtained by the Sellerfrom, any Governmental Entity, in connection with the execution, delivery orperformance by such Seller of this Agreement or the Other Documents to which itis a party, except where the failure to make such notices, reports,registrations or other filings, or to obtain such consents, approvals or GovernmentalAuthorizations, individually or in the aggregate, are not material to theSeller’s ability to perform its obligations under this Agreement or any of theOther Documents to which it is a party and are not reasonably likely toprohibit or materially restrict or delay the performance by the Seller of thisAgreement or any of the Other Documents to which it is a party.

###  

### (d)           No Litigation. There are noActions pending or, to the knowledge of the Seller, threatened, against suchSeller or any of its respective properties or assets, other than Actions that,individually or in the aggregate, are not material to its ability to performits obligations hereunder or under any of the Other Documents to which it is aparty and are not reasonably likely to prohibit or materially restrict or delaythe performance of this Agreement or any of the Other Documents to which it isa party. Seller is not subject to any Order, other than Orders that,individually or in the aggregate, are not material to its ability to performits obligations hereunder or under any of the Other Documents to which it is aparty and are not reasonably likely to prohibit or materially restrict or delaythe performance by Seller of this Agreement or any of the Other Documents towhich it is a party.

###  

### (e)           No Violations. The executionand delivery of this Agreement and the Other Documents by the Seller does not,and the consummation by the Seller of the transactions contemplated hereby andthereby will not:

###  

#### (i)                                     violate,breach, conflict with or contravene any provision of the Governing Documents ofthe Seller;

####  

#### (ii)                                  violate,breach, conflict with, or constitute or result in a default, acceleration,termination or modification of the terms of, or entitle any party to declaresuch a default, or give rise to any right to accelerate, terminate, cancel,amend or modify the terms of or under, or the rights or obligations of theSeller under (in each case with or without notice or lapse of time or both),any provision of  any material Contractto which the Seller is a party or by which any of its properties or assets arebound, in each case other than (A) as set forth on Schedule 4.3(e) ofthe Sellers Disclosure Schedules and (B) for any such matters that,individually or in the aggregate, are not material to the ability of the Sellerto perform its material obligations hereunder or under any of the OtherDocuments to which it is a party and are not reasonably likely to prohibit ormaterially restrict or delay its performance of this Agreement or any of theOther Documents to which it is a party;

####  

#### (iii)                               resultin the creation or imposition of any Liens with respect to any of theMillennium Units or Holdco Units, in each case, other than (A) as setforth on Schedule 4.3(e) of the Sellers Disclosure Schedules and (B) forany such matters that, individually or in the 

 

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####  

#### aggregate, are not material to the ability of the Seller to perform itsmaterial obligations hereunder or under any of the Other Documents to which itis a party and are not reasonably likely to prohibit or materially restrict ordelay its performance of this Agreement or any of the Other Documents to whichit is a party;

####  

#### (iv)                              assumingall notices, reports, registrations, filings, consents, approvals and otherGovernmental Authorizations contemplated by Section 4.3 (c) havingbeen made or obtained, as applicable, violate, breach, contravene or conflictwith any Law or Order of any Governmental Entity applicable to the Seller,other than such violations that, individually or in the aggregate, are notmaterial to the ability of the Seller to perform its material obligationshereunder or under any of the Other Documents to which it is a party and arenot reasonably likely to prohibit or materially restrict or delay itsperformance of this Agreement or any of the Other Documents to which it is aparty; or

####  

#### (v)                                 assumingall notices, reports, registrations, filings, consents, approvals and otherGovernmental Authorizations contemplated by Section 4.3(c) havingbeen made or obtained, as applicable, violate, breach, contravene or conflictwith or result in the cancellation, modification, revocation or suspension of,any Governmental Authorization required for Seller to lawfully conduct andoperate its business in the manner it currently conducts and operates suchbusiness or to permit it to own, lease, operate and use its assets andproperties in the manner it currently owns, leases, operates and uses them,other than (A) any violations, contraventions or conflicts with, orcancellations, modifications, revocations or suspensions of any suchauthorization that are set forth on Schedule 4.3(e) of the SellersDisclosure Schedules or (B) any violations, contraventions or conflictswith, or cancellations, modifications, revocations or suspensions of suchGovernmental Authorization that, individually or in the aggregate, are notmaterial to the ability of the Seller to perform its material obligationshereunder or under any of the Other Documents to which it is a party and arenot reasonably likely to prohibit or materially restrict or delay itsperformance of this Agreement or any of the Other Documents to which it is aparty.

####  

### (f)            Brokers and Finders. Exceptfor Deutsche Bank Securities Inc. and Mercanti Securities, LLC whose fees shallbe paid by the Sellers, no agent, broker, investment banker, intermediary,finder, or firm acting on behalf of the Seller is or will be entitled to anybroker’s or finder’s fee or any other commission or similar fee, directly orindirectly, from such Seller in connection with this Agreement or any of theOther Documents or upon consummation of the transactions contemplated hereby orthereby.

 

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**ARTICLE 5**

 

# **Representationsand Warranties Regarding the Companies**

 

Except as set forth in the corresponding sections ofthe Sellers Disclosure Schedules (provided that a listing of an item in onesection of the Sellers Disclosure Schedules shall be deemed to be a listing ineach section of the Sellers Disclosure Schedules to which such item relatesonly to the extent that it is reasonably apparent from a reading of suchdisclosure that it also qualifies or applies to another section), each of theSellers and CCR, jointly and severally, hereby represent and warrant to theParent and the Buyers as follows:

 

## 5.1.          Company Organization; Good Standing; CCRAuthority and Enforceability.

##  

### (a)           Each Company (a) is dulyorganized, validly existing and in good standing under the laws of itsjurisdiction of organization, (b) has all requisite power and authority toown, operate and lease its properties and to carry on its business as nowconducted, and (c) is duly qualified or licensed to transact business andis in good standing in each state or jurisdiction in which the ownership,operation or leasing of its property or conduct of its business requires suchqualification or license, except where the failure to so qualify or be licensedwould not have a Material Adverse Effect. Accurate and complete copies of all of the organizational documents ofeach of the Companies have been provided to the Buyers.

###  

### (b)           CCR has the power and authority toexecute, deliver, and perform its obligations under this Agreement and theOther Documents to which it is a party, and to consummate the transactionscontemplated hereby and thereby.  Theexecution, delivery, and performance of this Agreement and such Other Documentsto which CCR is a party, and the consummation of the transactions contemplatedhereby and thereby, have been duly and validly authorized by all necessaryaction on the part of CCR, and no other company action on the part of CCR orany of its members or shareholders is necessary to authorize the execution,delivery and performance of this Agreement and such Other Documents to which itis a party and the consummation of the transactions contemplated hereby andthereby.  This Agreement and such OtherDocuments, when duly executed by the other parties hereto and thereto, will constitutelegally valid and binding obligations of CCR 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.

###  

## 5.2.          Capitalization.

##  

### (a)           Exhibit A to thisAgreement 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, partner orother 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 

 

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### other member, partner or other owner, as applicable,owns any right, title or interest (record or beneficial) to any other equityinterests of the Companies.  The equityinterests of each Company as set forth on Exhibit A to thisAgreement constitute all of the issued and outstanding equity interests of suchCompany.  All of the issued andoutstanding equity interests of each Company have been duly authorized and arevalidly issued, fully paid (if applicable) and nonassessable (if applicable)and none of them has been issued in violation of preemptive or similarrights.  There are no declared or accruedbut unpaid dividends or distributions with regard to any issued and outstandingequity interests of any Company, other than distributions by CCR to the Sellersfor payment of Taxes in accordance with the Governing Documents of CCR.

###  

### (b)           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 of theCompanies.  There are no outstanding orauthorized membership interests, stock appreciation, phantom stock, profitparticipation, or similar rights for which any Company has any Liability, andthere are no issued and outstanding bonds, indentures, notes or otherIndebtedness having the right to vote (or convertible into, exchangeable orexercisable for, or creating the right to subscribe for or acquire securitiesthat have the right to vote) on any matters on which owners or members of anyCompany may vote. There are no shareholder agreements, proxies, voting trustsor other agreements or understandings to which any Company is a party or bywhich any Company is bound relating to the voting or registration of any equityinterests of a Company or preemptive rights with respect thereto.

###  

## 5.3.          No Litigation.  There is no material Action pending or, tothe knowledge of the Sellers, threatened, against any of the Companies or anyof their respective properties, assets or rights, nor is there any materialOrder to which any of the Companies or any of their properties, assets orrights is subject.

##  

## 5.4.          Consents and Approvals.  Except for (a) the HSR Notification, (b) theGaming Approvals and (c) such filings as may be required in connectionwith the Taxes described in Section 7.10, 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 or delivery of this Agreement or any of the OtherDocuments by the Sellers and the consummation of the transactions contemplatedhereby or thereby, except where the failure to make such notices, reports,registrations or other filings or to obtain such consents, approvals orGovernmental Authorizations are not material to the ability of CCR to observeor perform its obligations hereunder or are not reasonably likely to prohibitor materially restrict or delay the consummation of the transactionscontemplated hereby.

##  

## 5.5.          No Violations.  The execution and delivery of this Agreementand the Other Documents by the Sellers and CCR does not, and the consummationby the Sellers and CCR of the transactions contemplated hereby and thereby willnot:

##  

### (a)           violate, breach, conflict with orcontravene any provision of the Governing Documents of any Company;

 

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### (b)           violate, breach, conflict with, orconstitute or result in a default, acceleration, termination or modification ofthe terms of, or entitle any party to declare such a default, or give rise toany right to accelerate, terminate, cancel, amend or modify the material termsof or under, or the material rights or material obligations of any of theCompanies under (in each case with or without notice or lapse of time or both)or require the consent or approval of any other contracting Person under, anyMaterial Contract to which any Company is a party;

###  

### (c)           result in the creation or impositionof any Liens with respect to any of the assets or properties of any Company, ineach case, other than (i) Permitted Exceptions and (ii) as set forthon Schedule 5.5(c) of the Sellers Disclosure Schedules;

###  

### (d)           assuming all notices, reports,registrations, filings, consents, approvals and other GovernmentalAuthorizations contemplated by Section 5.4 having been made orobtained, as applicable, violate, breach, contravene or conflict with any Lawor Order of any Governmental Entity applicable to any Company, other than suchviolations that would be immaterial or are not reasonably likely to prohibit ormaterially restrict or delay the consummation of the transactions contemplatedhereby or CCR’s ability to perform its material obligations hereunder; or

###  

### (e)           assuming all notices, reports,registrations, filings, consents, approvals and other GovernmentalAuthorizations contemplated by Section 5.4 having been made orobtained, as applicable, violate, breach, contravene or conflict with or resultin the cancellation, modification, revocation or suspension of, anyGovernmental Authorization required for any Company to lawfully conduct andoperate its businesses in the manner it currently conducts and operates suchbusinesses or to permit it to own, lease, operate and use its properties andassets materially in the manner it currently owns, leases, operates and usesthem, other than (x) any violations, contraventions or conflicts with, orcancellations, modifications, revocations or suspensions of any suchGovernmental Authorization as set forth on Schedule 5.5(e) of theSellers Disclosure Schedules and (y) any violations, contraventions orconflicts with, or cancellations, modifications, revocations or suspensions ofany such Governmental Authorization that are not reasonably likely to prohibitor materially restrict or delay the consummation of the transactionscontemplated hereby or CCR’s ability to perform its material obligationshereunder.

###  

## 5.6.          Material Contracts.  Schedule 5.6 of the Sellers DisclosureSchedules lists the following Contracts to which any Company is a party (the “MaterialContracts” and, each, a “Material Contract”):

##  

### (a)           any Contract (other than anyGoverning Document of such Company) that contains restrictions with respect tothe payment of dividends or distributions in respect of membership interests orother equity interests of such Company;

###  

### (b)           any Contract, the performance ofwhich extends over a period of more than one year from the date hereof or whichcannot be terminated by such Company on thirty (30) days notice or less withoutpenalty, and which by its express terms will involve expenditures or receiptsby such Company (whether actual or contingent), in excess of $1,000,000 peryear;

###  

### (c)           any Contract that establishes apartnership, joint venture or similar arrangement, and any Contract related tothe construction or development of any material 

 

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### properties or assets and which by its express termswill involve expenditures or receipts by any of the Companies (whether actualor contingent) in excess of $1,000,000;

###  

### (d)           any Contract under which such Companyhas created, incurred, assumed or guaranteed any Indebtedness or anycapitalized lease obligation, in excess of $1,000,000 or under which suchCompany has imposed a material Lien on any of its assets, tangible orintangible, except for Permitted Exceptions;

###  

### (e)           any Contract that restrains or limitsthe ability of such Company to compete in the Business or to operate in anybusiness equivalent to the Business in any geographic territory or industry;

###  

### (f)            any Contract with any Sellers or anyof their respective Affiliates or Related Parties;

###  

### (g)           any Contract for the employment,compensation, consulting, retirement, severance or similar arrangement of anycurrent employee or consultant providing for aggregate annual payments orbenefits in excess of $250,000;

###  

### (h)           any Contract that obligates suchCompany to purchase, sell, lease or sublease any real property of such Company,including options, purchase agreements, puts, calls, rights of first offer,rights of first refusal or similar obligations;

###  

### (i)            any Contract, the performance ofwhich extends over a period of more than one year, pursuant to which any otherPerson operates, leases, controls, manages or holds any properties or assets ofsuch Company, or pursuant to which such Company is obligated to operate, lease,control, manage or hold any properties or assets of any other Person, in eachcase where the consideration for such operation, leasing, control, managementor holding is in excess of $500,000 per year;

###  

### (j)            any Contract for the lease of realor personal property to or from any Person, other than, in the case of personalproperty, (i) Contracts in the ordinary course of business or (ii) Contractsproviding for annual payments less than $500,000;

###  

### (k)           any written Contract providing for alicense of any material Intellectual Property used by any of the Companies(other than generally available or off-the shelf Software);

###  

### (l)            any Contract containing amost-favored nations, best customer pricing or similar provision, and anyContract with customers or suppliers for the sharing of fees, the rebating ofcharges or similar arrangements; and

###  

### (m)          any Contract under which such Companyhas advanced or loaned any amount to any of its directors, statutory managers,officers and employees.

###  

Accurate and complete copies of all Material Contractshave been delivered or made available to the Buyers or the Parent. Except aslisted on Schedule 5.6 of the Sellers Disclosure Schedules:  (i) each such Material Contract isvalid, existing and in full force and effect with respect to each Company partythereto, subject to applicable bankruptcy, insolvency, 

 

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reorganization,moratorium and similar laws affecting creditors’ rights and remedies generallyand to general principles of equity; and (ii) neither any Company partythereto, nor, to the knowledge of the Sellers, any other party to suchContract, is in material breach of or in material default under such MaterialContract and, to the knowledge of any Seller, no event has occurred that withthe lapse of time or the giving of notice or both would constitute a materialbreach thereof or a material default thereunder.

 

## 5.7.          Financial Information.  Attached to Schedule 5.7 of theSellers Disclosure Schedules are (a) audited consolidated balance sheetsfor the Companies as of December 31, 2005 and 2006 and auditedconsolidated statements of operations for the fiscal years ended December 31,2005 and 2006 (such financial statements, including the footnotes containedtherein, the “Audited Financial Statements”), and the reports thereon ofPiercy Bowler Taylor & Kern, independent certified public accountants,and (b) an unaudited consolidated balance sheet for the Companies as of September 30,2007 and an unaudited consolidated statement of operations for the nine monthperiod ended September 30, 2007 (such financial statements, including thefootnotes contained therein, are referred to as the “Interim FinancialStatements”, and, together with the Audited Financial Statements, the “FinancialStatements”).  The FinancialStatements have been prepared in accordance with GAAP consistently applied throughoutthe periods covered by each such statement, are consistent with the books andrecords of the Companies, and fairly present, in all material respects, theconsolidated financial condition of the Companies as of the respective datesand the results of operations and cash flows of the Companies for therespective periods then ended, as applicable, subject to, in the case of theInterim Financial Statements (i) the absence of notes and schedules, and (ii) normalyear-end adjustments.

##  

## 5.8.          Liabilities. The Companies have no Liabilities of any kind, character or naturewhatsoever, contingent or otherwise required by GAAP to be set forth on aconsolidated balance sheet or in the notes thereto, other than (i) Liabilitiesset forth or reserved against in the Financial Statements, (ii) Liabilitieswhich have arisen since the date of the Interim Financial Statements in theordinary course of business consistent with past practice, (iii) Liabilitiesunder the Holdback Agreement, (iv) Liabilities disclosed on Schedule5.8 of the Sellers Disclosure Schedules and (v) commitments related tothe Projects consistent with the Plans and Specifications.

##  

## 5.9.          Labor Matters.

##  

### (a)           With respect to the Companies: (i) thereare no trade unions, council of trade unions, employee bargaining agencies oraffiliated bargaining agents representing, purporting to represent or, to theknowledge of the Sellers, attempting to represent any employees of any of theCompanies by way of certification, interim certification, voluntary recognition,or succession rights, or have applied or, to the knowledge of the Sellers,threatened to apply, to be certified as the bargaining agent of any employeesof any of the Companies; (ii) to the knowledge of the Sellers, there hasbeen no such attempt since January 1, 2005, and there are no threatened orpending union organizing activities involving any employees of any of theCompanies; (iii) no Company is a party to any labor contract or collectivebargaining agreement with any labor union or labor organization with respect toemployees of any of the Companies; (iv) no Company is currentlynegotiating any labor or collective bargaining agreement in respect ofemployees of any 

 

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### of the Companies; (v) no Company has breached orotherwise failed to comply in any material respect with the provisions of anycollective bargaining or union contract; and (vi) since January 1,2005, there has not occurred or, to the knowledge of the Sellers, beenthreatened, any strike, slowdown, picketing, work stoppage, lockout, concertedrefusal to work overtime, claim of unfair labor practice or other similar laboractivity against any of the Companies that would materially disrupt the conductof the Business.

###  

### (b)           The Companies are in compliance inall material respects with all Laws respecting employment and employmentpractices, including all Laws respecting terms and conditions of employment,health and safety, wages and hours, immigration, employment discrimination, disabilityrights or benefits, equal opportunity, plant closures and layoffs, affirmationaction, workers’ compensation, labor relations and unemployment insurance, andthere are no material Actions, pending or, to the knowledge of the Sellers,threatened against any Company, by or on behalf of any current or formeremployee or any class of the foregoing, relating to any of the foregoingapplicable laws and regulations, or alleging breach of any express or impliedcontract of employment, wrongful termination of employment, or alleging anyother discriminatory, wrongful or tortious conduct in connection with theemployment relationship.  From January 1,2005 to the date of this Agreement, no Company has received any written noticeof the intent of the Equal Employment Opportunity Commission, the NationalLabor Relations Board, the Department of Labor or any other Governmental Entityresponsible for the enforcement of labor or employment laws to conduct aninvestigation with respect to any Company, and no such investigation is inprogress.

###  

### (c)           The Companies are and have been incompliance in all material respects with all notice and other requirementsunder the Workers’ Adjustment and Retraining Notification Act (the “WARN Act”)and any similar foreign, state or local Laws relating to plant closings andlayoffs.  Schedule 5.9(c) ofthe Sellers Disclosure Schedules sets forth a true and complete list of thenames and sites of employment or facilities of those employees who suffered an “employmentloss” (as defined in the WARN Act) at any site of employment or facility of anyCompany during the ninety (90)-day period prior to the date of this Agreement.

###  

### (d)           To the knowledge of the Sellers, theCompanies have, since January 1, 2005, properly classified, underapplicable law, each of its employees as employees, and each of its independentcontractors as independent contractors, and have treated each person classifiedby it as an employee or independent contractor consistently with such status.  There is no proceeding pending or, to theknowledge of the Sellers, threatened against any Company challenging theclassification of any person as an employee or an independent contractor,including any claim for unpaid benefits, for or on behalf of, any such person.

###  

### (e)           To the knowledge of the Sellers, noemployee of any Company is in any material respect in violation of any term ofany employment agreement, nondisclosure agreement, common law nondisclosureobligation, noncompetition agreement, restrictive covenant or other obligationto a former employer of any such employee relating (i) to the right of anysuch employee to be employed by any Company or (ii) to the knowledge oruse of trade secrets or proprietary information.

 

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### (f)            Subject to Section 7.1(b),Schedule 5.9(f) of the Sellers Disclosure Schedules sets forthbonuses that would be due immediately after the Closing Date to the individualslisted on it if such individual performed his or her obligations pursuant tothe documents governing such bonuses (the “Stay Bonuses”).

###  

## 5.10.        Employee Benefit Matters.

##  

### (a)           “Company Benefit Plans” meansall employee benefit and compensation plans, programs, agreements andarrangements, including all “employee benefit plans” (within the meaning of Section 3(3) ofERISA), all employment or consulting agreements, all retirement, profitsharing, savings, pension, deferred compensation, change in control andretention plans, all health, medical, vision, dental, severance, insurance,disability and other employee welfare plans and all incentive, bonus, stockoption or other equity-based compensation, stock purchase, vacation, fringebenefit and other plans in each case, whether oral or written, funded orunfunded, or insured or self-insured, that are maintained, sponsored,contributed to or required to be contributed to, by any of the Companies or byany ERISA Affiliate of the Companies or to which any of the Companies or anyERISA Affiliate of any of the Companies has or may have had any materialliability (contingent or otherwise), in each case for or to any current orformer employees, directors, officers or consultants of any of theCompanies.  Schedule 5.10(a) ofthe Sellers Disclosure Schedule lists all Company Benefit Plans that currentlyare maintained, sponsored, contributed to, or required to be contributed to, byany of the Companies or by any ERISA Affiliate of the Companies, or in whichany of the Companies participates or its future participation has beenannounced.

###  

### (b)           With respect to the Companies:  (i) no Company or any ERISA Affiliate ofsuch Company sponsors, maintains or contributes to, or has at any timesponsored, maintained or contributed to, or has participated in or its futureparticipation has been announced in, any multi-employer plan as defined in Section 3(37)of ERISA (a “Multiemployer Plan”) or any pension plan subject to TitleIV of ERISA; (ii) no Company or any ERISA Affiliate of such Company haswithdrawn or partially withdrawn from any Multiemployer Plan with respect towhich there is any outstanding Liability as of the date of this Agreement; (iii) tothe knowledge of the Sellers, no event has occurred or circumstance exists,including the transactions contemplated by this Agreement, that presents a riskof the occurrence of any withdrawal from, or the termination, reorganization,or insolvency of, any Multiemployer Plan that could result in any Liability ofthe Companies or the Buyers to a Multiemployer Plan that would have a MaterialAdverse Effect; and (iv) no Company has received notice from anyMultiemployer Plan that it is in reorganization or is insolvent, that increasedcontributions may be required to avoid a reduction in plan benefits or theimposition of any excise Tax, or that such plan intends to terminate or hasterminated.

###  

### (c)           With respect to each Company BenefitPlan, the Sellers have made available the Buyers copies of (i) all plandocuments (including all amendments and attachments thereto); (ii) allrelated trust agreements, insurance contracts and other funding arrangementsand all amendments thereto, as in effect as of the date hereof; (iii) thetwo most recent annual information filings (Form 5500) and annual reports;(iv) the most recent determination letter or opinion letter from theInternal Revenue Service; and (v) the most recent summary plandescriptions, as applicable.

 

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### (d)           As to each of the Company BenefitPlans, each of the Companies has complied, in all material respects, with allapplicable Laws in the administration thereof, including the provisions ofERISA and the Code, and each Company Benefit Plan complies in all materialrespects with its terms and all applicable Laws.  All material contributions required to bemade under the terms of each Company Benefit Plan have been timely made or, ifnot yet due, have been properly reflected or incorporated by reference in theFinancial Statements.  Each CompanyBenefit Plan which is intended to qualify under Section 401(a), Section 401(k),Section 401(m) or Section 4975(e)(7) of the Code and eachtrust established with any Company Benefit Plan which is intended to qualifyunder Section 501(a) of the Code has received a favorabledetermination letter or opinion letter, as applicable, from the InternalRevenue Service as to its qualified status, and to the knowledge of theSellers, no fact or event has occurred that would reasonably be expected toaffect adversely the qualified status of any such Company Benefit Plan.

###  

### (e)           There has been no prohibitedtransaction (within the meaning of Section 406 of ERISA or Section 4975of the Code) with respect to any Company Benefit Plan, other than a transactionthat is exempt under a statutory or administrative exemption, with respect toany Company Benefit Plan that is subject to ERISA or the Code that wouldreasonably be expected to result in Liability to any of the Companies.  With respect to each Company Benefit Plan,all Tax, annual reporting and other governmental filings required by ERISA andthe Code have been timely filed with the appropriate Governmental Entity and,to the knowledge of the Sellers, all notices and disclosures have been timelyprovided to participants.

###  

### (f)            No judicial action, suit, or claim or legal, administrative or arbitrationproceeding, investigation or review has been brought, or, to theknowledge of the Sellers, is threatened, against or with respect to any CompanyBenefit Plan, including any audit or inquiry by the Internal Revenue Service orthe United States Department of Labor (other than routine benefits claims).

###  

### (g)           Except as required by Law, no CompanyBenefit Plan provides any medical, disability or life insurance benefits forretirees or any such post-employment benefits to any Person, except forcontinuation obligations under the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended from time to time, and the regulations (including theproposed regulations) thereunder (“COBRA”).

###  

### (h)           Neither the execution and delivery ofthis Agreement nor the consummation or performance of the transactionscontemplated hereby (either alone or in conjunction with any other event,including a termination of employment) will (i) result in any payment(including any bonus, severance, unemployment compensation, deferred compensation,forgiveness of Indebtedness or golden parachute payment) becoming due to anycurrent or former employee, officer, director or consultant under any CompanyBenefit Plan; (ii) increase in any benefit otherwise payable under anyCompany Benefit Plan; (iii) result in the acceleration or creation of anyrights of any Person to benefits under any Company Benefit Plan (including theacceleration of the vesting or exercisability of any stock options orrestricted stock or the acceleration or creation of any rights under anyCompany Benefit Plan); (iv) result in any obligation to fund any trust orother arrangement with respect to compensation or benefits under a CompanyBenefit Plan; or (v) result in any payment or benefit that will fail to bedeductible under Section 280G of the Code.

 

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## 5.11.        Taxes.

##  

### (a)           Each Company has duly filed with theappropriate Tax Authority all Income Tax Returns and all other material TaxReturns that it was required to file (or has timely and properly filed validextensions of time with respect to the filing thereof), and each such TaxReturn was complete and accurate in all material respects.

###  

### (b)           Each Company has timely paid allTaxes due and owing by it, except with respect to Taxes that are beingcontested in good faith and have been adequately provided for in the InterimFinancial Statements in accordance with GAAP. All Taxes that the Companies havebeen required to collect or withhold have been duly collected or withheld and,to the extent required when due, have been duly paid to the proper TaxAuthority and each Company has complied with all material information reportingand record keeping requirements related to withholding.

###  

### (c)           No material deficiencies for Taxes ofthe Companies have been claimed, proposed or assessed by any Tax Authority inwriting.  There are no pending or, to theknowledge of the Sellers and CCR, threatened material audits, suits,proceedings, actions or claims for or relating to any Liability in respect ofTaxes of the Companies.  Schedule 5.11of the Sellers Disclosure Schedules contains a list of all material Tax Returnsof the Companies that have been audited or are currently under audit anddescribes any deficiencies or other amounts that were paid or are currentlybeing contested. There are no pending claims for refund of any Tax of any ofthe Companies.

###  

### (d)           There are no Liens for Taxes (otherthan Permitted Exceptions) upon the assets of the Companies.

###  

### (e)           At all times since their formation,each Company has been classified for U.S. federal income Tax purposes either asa partnership or as an entity disregarded as separate from its owner within themeaning of Treasury Regulation Section 301.7701-2(c)(2)(i) except forthose Subsidiaries set forth on Schedule 5.11 of the Sellers DisclosureSchedules hereto, which have been classified as corporations for such purposes.

###  

### (f)            Each of the Companies has madeavailable to the Buyers true and correct copies of the Tax Returns listed on Schedule5.11 of the Sellers Disclosure Schedules.

###  

### (g)           No Tax Authority in a jurisdiction inwhich any of the Companies does not file Tax Returns has claimed in writingthat any Company is or may be required to file Tax Returns in, or is or may besubject to Tax by, that jurisdiction.

###  

### (h)           Thereare no outstanding waivers, extensions or comparable consents regarding theapplication of the statute of limitations with respect to any Tax or Tax Returnof any Company.

###  

### (i)            None of the Companies hasdistributed the stock of another entity or had its stock distributed by anotherentity in a transaction that was purported or intended to be governed in wholeor in part by Sections 355 or 361 of the Code.

 

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### (j)                                     Noneof the Companies is the subject of or bound by any private letter ruling,technical advice memorandum or similar ruling, memorandum or agreement with anyTax Authority.

###  

### (k)                                  Noneof the Companies will be required to include any item of income in, or excludeany item of deduction from, taxable income for any taxable period (or portionthereof) ending after the Closing Date as a result of any (i) change inmethod of accounting under Section 481 of the Code (or any correspondingor similar provision of state, local or foreign tax law) for a taxable periodending on or prior to the Closing Date; (ii) “**closing agreement**”****as describedin Section 7121 of the Code (or any corresponding or similar provision ofstate, local or foreign tax law) executed on or prior to the Closing Date; (iii) deferredintercompany gain or excess loss account described in Treasury Regulationsunder Section 1502 of the Code (or any corresponding or similar provisionof state, local or foreign tax law); (iv) installment sale or opentransaction disposition made on or prior to the Closing Date; or (v) prepaidamount received on or prior to the Closing Date.

###  

### (l)                                     Noneof the Companies (a) has ever been a member of an affiliated (within themeaning of Section 1504 of the Code), combined or unitary group ofcorporations  filing a consolidated,combined or unitary Tax Return; (b) is a successor to any other entity forTax purposes by way of merger, liquidation or other transaction; (c)  is aparty to any Tax sharing or indemnification agreement or arrangement with anyperson or entity (other than CCR or any of its subsidiaries) pursuant to whichit would have an obligation with respect to Taxes of another person or entityfollowing the Closing; or (d) has liability for the Taxes of any person(other than CCR or any of its Subsidiaries) as a transferee or successor orunder Treasury Regulation § 1.1502-6 (or any comparable provision ofstate, local or foreign law), by contract or otherwise.

###  

### (m)                               Noneof Mountain Laurel Racing, Inc., Washington Trotting Association, Inc.,CCR Pennsylvania Racing, Inc., CCR Pennsylvania Food Service, Inc. orany other Company that is or was a “C” Corporation for U.S. federal incometaxation purposes (i) was a member of Blocker’s affiliated group withinthe meaning of Section 1504(a) of the Code (determined without regardto Section 1504(b) of the Code) at any time prior to the time CCRacquired, directly or indirectly, the stock of such corporation, or (ii) hasreduced (or been required to reduce) the adjusted basis of its property under Section 732(f) ofthe Code.

###  

### (n)                                 None of the Companies has participated or engaged inany transaction that gave rise to (x) a registration obligation undersection 6111 of the Code or the Treasury Regulations thereunder, (y) a listmaintenance obligation under section 6112 of the Code or the TreasuryRegulations thereunder, or (z) a disclosure obligation as a “reportabletransaction” under section 6011 of the Code and the Treasury Regulationsthereunder (or in each of clauses (x), (y) or (z) any correspondingor similar provision of state, local or foreign Tax law).

###  

### (o)                                 Noneof the Companies is or has been within the most recent five years a “**UnitedStates real property holding corporation**” as defined in Section 897 of the Code.

###  

## 5.12.                        Governmental Authorizations. The Companies have obtained and maintain in full force and effect allmaterial Governmental Authorizations required to substantially conduct theBusiness of the Companies as it is presently being conducted, and for 

 

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## the lawful ownership, leasing, use and operation oftheir respective properties and assets, in each case, except for suchGovernmental Authorizations the failure to have, obtain or maintain are notmaterial to the ability of CCR to perform its obligations hereunder or are notreasonably likely to prohibit or materially restrict or delay the consummationof the transactions contemplated hereby. There has occurred no material violation of or default under any suchGovernmental Authorization.  None of theSellers or the Companies has received a currently effective written notice, orhas knowledge of any other notice, indicating that any such GovernmentalAuthorizations will be revoked or will not be renewed or will only be renewedin a manner that would prohibit or materially restrict the Companies fromconducting their material operations in the ordinary course of businessconsistent with past practice.

##  

## 5.13.                        Insurance.

##  

### (a)                                  Schedule5.13 of the Sellers Disclosure Schedules lists all material insurancepolicies of the Companies that cover the Companies, any of their assets, theconstruction at any of the Projects, or any of their directors, statutorymanagers or officers (in their capacities as such).  Copies of (i) allpolicies or insurance binders with respect to such policies and (ii) asummary of the Companies’ loss experience under such policies or thepredecessor policies have been made available to the Buyers.

###  

### (b)                                 Nowritten notice of cancellation or termination or any other notice or indicationof intent to cancel or not to renew any insurance policy of any Company hasbeen received with respect to any such policy, and each such policy is legallyvalid, binding, enforceable and in full force and effect.  Each Company has paid all premiums due, andhas otherwise performed all of its respective material obligations under eachsuch policy as and when due, except to the extent that the failure to duly paythe premiums or perform such obligations is not reasonably expected to resultin the loss of coverage under such policies.

###  

### (c)                                  Duringthe past five years, to the knowledge of any Seller, no Company has been deniedinsurance for any reason with respect to any insurance policy for which itapplied. No Company is in breach or default under any policy listed on Schedule5.13, and to the knowledge of the Sellers, no event has occurred which,with notice or the lapse of time or both, would constitute such a breach ordefault or permit termination, revocation, modification or acceleration, undersuch policy; and to the knowledge of any Seller, no Company has received anynotice from the insurer disclaiming coverage or reserving rights with respectto a particular claim or such policy in general or otherwise indicating thatthe insurer is not willing or able to perform its obligations thereunderor that the insurer disputes or intends to dispute the validity of itsobligations under any such policy.  As ofthe date hereof, no policy limits for any Company have been exhausted ormaterially reduced.

###  

(d)                                 The proceeds under each insurance policyfor any Company have not been assigned or mortgaged in favor of a third party,except in connection with the Debt Facilities.

 

## 5.14.                        Compliance with Laws.

##  

### (a)                                  Exceptfor matters that are the subject of the representations and warrantiescontained in Section 5.5, Section 5.9, Section 5.10,Section 5.11,Section 5.12, Section 5.15

 

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### and Section 5.16, which are controlled bysuch Sections without duplication in this Section  5.14, each ofthe Companies is in compliance in all material respects with all Laws andOrders applicable to the Business.

###  

### (b)                                 Tothe knowledge of the Sellers, none of the Sellers or any Company, nor any of theirrespective directors, officers, managers or agents, has made any contributionor gift using funds of any Company, which contribution or gift is in materialviolation of any applicable Law.  None ofthe Sellers or any Company, nor, to the knowledge of the Sellers, any of theirrespective directors, officers, managers or agents, has (i) made anybribe, rebate, payoff, influence payment, kickback or other payment to anyPerson, private or public, regardless of form, whether in money, property orservices, in each case which is in material violation of any applicable Law, or(ii) established or maintained any unlawful fund or asset of any Companyfunds or other properties.

###  

## 5.15.                        Real Property.

##  

### (a)                                  Asof the date hereof, the Companies own in fee simple the real properties listedon  Schedule 5.15(a) of theSellers Disclosure Schedules (the “Owned Real Property”). With respectto each Owned Real Property, (i) the Companies have good and marketabletitle to such Owned Real Property, free and clear of all Liens, tenancies, orrestrictive covenants, other than Permitted Exceptions, and (ii) there areno outstanding options or rights of first refusal in favor of any other partyto purchase such Owned Real Property or any portion thereof or interesttherein.  As of the date hereof, none ofthe Companies has received notice of any pending, and to the knowledge of theCompanies there is no threatened, condemnation proceeding with respect to anyof the Owned Real Properties.

###  

### (b)                                 Schedule5.15(b) of the Sellers Disclosure Schedules lists all leases,subleases and other material agreements, including all amendments, assignmentsand modifications thereto, under which the Companies use or occupy or have theright to use or occupy any real property (the “Real Property Leases”).Each Real Property Lease is valid, binding and in full force and effect and allrent and other sums and charges payable by the Companies as tenants thereunderare current and, to the knowledge of the Sellers, no termination event (otherthan expirations in the ordinary course) or condition or uncured default (orevent which with notice or lapse of time, or both, would constitute a default)of a material nature on the part of the applicable Company or the landlordthereunder, exists under any Real Property Lease. The Companies have a good andvalid leasehold interest in each parcel of real property which is subject to aReal Property Lease free and clear of all Liens, subtenancies, or restrictivecovenants,  other than PermittedExceptions or those imposed by the applicable Real Property Leases. As of thedate hereof, none of the Companies have received notice of any pending, and tothe knowledge of the Companies there is no threatened, condemnation proceedingswith respect to any property leased pursuant to any of the Real PropertyLeases.

###  

### (c)                                  CCRhas provided to the Buyers accurate and complete copies of all MaterialContracts to which any Company is a party with respect to the construction ofthe Cannery East Project, including the Contract with M.J. Dean Construction, Inc.dated April 5, 2007 (including the addendum dated April 5, 2007) andamended August 15, 2007.  TheSellers have provided to the Buyers a true and complete set of the Plans andSpecifications for the 

 

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### Cannery East Project, and to the knowledge of theSellers, such Plans and Specifications (i) comply in all material respectswith all Laws and (ii) have been approved by each Governmental Entity asis required for construction of the Cannery East Project.  To the Sellers’ knowledge, there are no factsor conditions affecting the Cannery East Project which would materiallyinterfere with the Completion of the Cannery East Project, or the use,occupancy or operation thereof.

###  

### (d)                           CCR hasprovided to the Buyers accurate and complete copies of all Material Contractsto which any Company is a party with respect to the construction of the MeadowsProjects as of the date hereof, and CCR has provided to the Buyers the mostrecent draft of the contract with LPCiminelli, Inc., which has not beenexecuted as of the date hereof.  TheSellers have provided to the Buyers a true and complete set of any and allexisting Plans and Specifications for the Meadows Projects, and to theknowledge of the Sellers, such Plans and Specifications, at their level ofcompletion on the Closing Date, comply in all material respects with allLaws.  To the Sellers’ knowledge, thereare no facts or conditions affecting the Meadows Projects that would materiallyinterfere with the Completion of the Meadows Projects, or the use, occupancy oroperation thereof.

###  

### (e)                            Exceptas set forth on Schedule 5.15(d) of the Sellers DisclosureSchedules and the Permitted Exceptions:

###  

#### (i)                                   noparties other than the Companies have a right to occupy, use or own any OwnedReal Property or real property subject to a Real Property Lease;

####  

#### (ii)                                theOwned Real Property and real property subject to a Real Property Lease is usedonly for the current operation of the Business of the Companies (subject to thePermitted Exceptions), and includes all real property necessary for thebusiness of the Companies as currently conducted;

####  

#### (iii)                             all Owned Real Propertyand all real property subject to a Real Property Lease of the Companies is, inall material respects, in good operating condition and repair and regularlymaintained in accordance with the Companies’ past practice and consistent withthe standards that would be applied by a reasonable prudent owner of similarproperties, and, to the Sellers’ knowledge, there is no structural, electrical,mechanical, plumbing, air conditioning or heating defect or other defect in thebuilding systems (other than any defects that will be repaired or replaced inthe ordinary course of business with normal or routine capital expenditures formaintenance) in the improvements located on the Owned Real Property or realproperty subject to a Real Property Lease except for defects which,individually or in the aggregate, would not have a material adverse effect (A) onthe Owned Real Property or real property subject to a Real Property Lease or (B) onthe value, use or occupancy of the real property or improvements;

 

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#### (iv)                             theOwned Real Property and to the Sellers’ knowledge, real property subject to aReal Property Lease, is in compliance in all material respects with allapplicable Laws;

####  

#### (v)                                theCompanies have not received any notice of material violation of any Lawgoverning the use or occupancy of the Owned Real Property or real propertysubject to a Real Property Lease; and

####  

#### (vi)                             tothe Sellers’ knowledge, with respect to each of the Projects, as of the datehereof:  (A) all Work on suchProject has been performed in a good and workmanlike manner in all materialrespects in accordance with (1) the Plans and Specifications andTimetables and (2) the requirements of all applicable agreements, Laws andGovernmental Authorities having jurisdiction over such Project; and (B) theCompanies have obtained and maintained or caused to be obtained and maintainedin existence all material licenses, permits and approvals required for suchProject.

####  

## 5.16.                        Environmental Matters.

##  

### (a)                                  TheCompanies are in material compliance with all applicable EnvironmentalLaws.  To the knowledge of the Sellers,the Companies have complied and are in material compliance with allEnvironmental Permits required to conduct the Business as it is presently beingconducted and has been conducted during the Companies’ ownership or operationof the Business, and to the knowledge of the Sellers, the Companies have notreceived any notice that remains unresolved that: (i) any such existingEnvironmental Permits will be revoked; or (ii) any pending application forany new Environmental Permit or renewal of any existing Environmental Permitswill be denied.

###  

### (b)                                 TheCompanies have not received any written notice, or to the knowledge of Sellersany other notice, that remains unresolved of any actual, alleged or potentialmaterial noncompliance with, Liabilities under, or claimed material violationof, any Environmental Laws and, to the knowledge of the Sellers, there is noevent or condition which would reasonably be expected to cause materialnoncompliance with, Liabilities under, or material violation of, anyEnvironmental Laws.

###  

### (c)                                  Thereare no underground storage tanks, surface impoundment or other disposal area,or any waste management unit dedicated to the disposal, treatment or long-term(greater than ninety (90) days) storage of Hazardous Materials located at or onthe Owned Real Property or, to the knowledge of the Sellers, property subjectto the Real Property Leases.  To theknowledge of the Sellers, there has been no spill, release, discharge, disposalor arrangement for disposal of any Hazardous Materials on or under any OwnedReal Property or property subject to the Real Property Leases or under anyother property owned, leased or occupied by any of the Companies or theirpredecessors in violation of any Environmental Law or Environmental Permit, orotherwise requiring remedial action under any Environmental Law orEnvironmental Permit.

 

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### (d)                                 Tothe knowledge of the Sellers, there is no site to which the Companies havetransported or arranged for the transport of any Hazardous Materials which areor have received written notice to be, the subject of any Environmental Claim.

###  

### (e)                                  Noneof the Companies is currently subject to any Order relating to, compliancewith, Liability under, any Environmental Law, Environmental Permit, or theinvestigation, sampling, monitoring, treatment, remediation, removal or cleanupof any Hazardous Materials.

###  

### (f)                                    Copiesof all material or otherwise relevant (with respect to current known matters,facilities or operations) non-privileged environmental site assessment reports,audits or compliance reports, or other written reports relating to theenvironmental condition of any current or former operations of any Company, andwhich are in the possession or control of any of the Sellers or any Company,have been made available to the Buyers and with respect to former facilities oroperations of any Company, to the extent known to the Sellers or CCR to exist.

###  

### (g)                                 Thereis no Environmental Claim pending or threatened against any of the Companies oragainst any person or entity whose liability for any Environmental Claim any ofthe Companies has retained or assumed either contractually or by operation oflaw.

###  

### (h)                                 Exceptas set forth in Schedule 5.16(d), there is no asbestos contained in orforming part of any building, building component, structure or office spaceowned, leased, operated or used by the Companies, and no polychlorinatedbiphenyls (PCBs) or PCB-containing items are used or stored by the Companies,or to the knowledge of the Sellers or CCR by any other Person, at any propertyowned, leased, operated or used by the Companies.

###  

### (i)                                     Neitherthe Sellers nor any of the Companies are required by virtue of the transactionsset forth herein and contemplated hereby, or as a condition to the effectivenessof any transactions contemplated hereby, (1) to perform a site assessmentfor Hazardous Materials, (2) to remove or remediate Hazardous Materials, (3) toreceive approval from any Governmental Entity, other than with respect to thetransfer of any Governmental Authorization related to the normal operation ofthe Business, or (4) to record or deliver to any Person any disclosuredocument or statement pertaining to environmental matters.

###  

## 5.17.                        Intellectual Property.

##  

### (a)                                  EachCompany owns or has a valid license or other right to use, free and clear ofall material Liens (subject to Permitted Exceptions), all of the IntellectualProperty used by it in the conduct of the Business as presently conducted.

###  

### (b)                                 Schedule5.17(b) of the Sellers Disclosure Schedules sets forth, for allIntellectual Property owned by each of the Companies, a complete and accuratelist of all U.S. and foreign: (i) patents and patent applications; (ii) trademarkand service mark registrations (including domain name registrations) andtrademark and service mark applications; and (iii) copyright registrationsand copyright applications.

###  

### (c)                                  Tothe knowledge of the Sellers, all rights to Intellectual Property owned by orused by the Companies are valid and subsisting.

 

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### (d)                                 Tothe knowledge of the Sellers, the conduct of the Business does not infringeupon or violate any Intellectual Property right owned or controlled by anythird party in any material manner.  NoActions are pending and no written demand or notice has been received by anyCompany or the Sellers alleging any such infringement and, to the knowledge ofthe Sellers, no such claim has been verbally threatened.

###  

### (e)                                  NoAction by the Companies is pending alleging infringement of any IntellectualProperty owned by the Companies and to the knowledge of the Sellers and theCompanies, no third party is infringing any of the Intellectual Property ownedby the Companies.

###  

### (f)                                    TheCompanies are in compliance in all material respects with the  website privacy policy and other writtenprivacy policies of the Companies.

###  

## 5.18.                        Absence of Certain Changes. Since September 30, 2007 through the date of this Agreement, (i) therehas not occurred any Effect that would reasonably be expected to have aMaterial Adverse Effect, and (ii) no Company has taken any of the actionsspecified in clause (a), (c), (d), (f), (g), (h), (i), (k), (l), (n), (o), (p) or(t) of Section 7.1, except with respect to the Projectspursuant to and in substantial conformity with the applicable Plans andSpecifications in the case of clauses (g), (h) or (p) of Section 7.1,or authorized or agreed to take any of the actions specified in the foregoingclauses.

##  

## 5.19.                        Brokers and Finders. No agent, broker, investment banker, intermediary, finder or firm actingon behalf of the Companies will be entitled to any broker’s or finder’s fee orany other commission or similar fee, directly or indirectly, from any of theCompanies or in connection with the execution of this Agreement or any of theOther Documents or upon consummation of the transactions contemplated hereby orthereby except as set forth in Section 4.2(f).

##  

## 5.20.                        Solvency.  The Companiesare not in the hands of a receiver and have not committed any act of bankruptcyor insolvency or any acts which are reasonably likely to result in bankruptcyor insolvency.

##  

## 5.21.                        Related Party Transactions.

##  

### (a)                                  Thereis no Indebtedness between any Company, on the one hand, and any Seller, anyAffiliate of any Seller, or any Related Party, on the other hand (other thansolely with another Company).

###  

### (b)                                 NoSeller, no Affiliate of any Seller, and no Related Party owns, in whole or inpart, or provides or causes to be provided to any Company, any assets, servicesor facilities of any Company (other than solely from another Company).

###  

### (c)                                  NoCompany provides or causes to be provided any assets, services, or facilitiesto any Seller, to any Affiliate of any Seller, or to any Related Party (otherthan solely to another Company).

 

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### (d)                                 NoCompany beneficially owns, directly or indirectly, any investment in or issuedby any Seller, any Affiliate of any Seller, or any Related Party (other thansolely in another Company).

###  

### (e)                                  NoCompany made any payment to any Seller or its Affiliates or any Related Partysince the date of the Interim Financial Statements (other than pursuant toexisting contractual or tax sharing arrangements disclosed on Schedule 5.21of the Sellers Disclosure Schedule, Real Property Leases, or compensation toemployees of the Companies).

###  

Such transactionsdescribed in each of (a) through (e) collectively and with regard tothe parentheticals contained therein or exceptions set forth on the SellersDisclosure Schedules, the “Related Party Transactions”.

 

## 5.22.                        Personal Property. The Companies have good and valid title to, or an adequate leaseholdinterest in, or other legal right to, all material tangible Personal Propertynecessary to conduct its Business as presently conducted free and clear of allLiens, other than Permitted Exceptions. For the purposes of this Section 5.22,“Personal Property” means all tangible assets, including furniture,fixtures and equipment owned or leased by any of the Companies on the date ofthis Agreement.

##  

## 5.23.                        No Other Representations or Warranties. Except for the representations and warranties made by the Sellers inthis Article 5, neither the Sellers nor any other person makes anyrepresentation or warranty with respect to the Companies or their respectivebusiness, operations, assets, liabilities, condition (financial or otherwise)or prospects, notwithstanding the delivery or disclosure to the Parent, theBuyers or any of their Affiliates or Representatives of any documentation, forecastsor other information with respect to any one or more of the foregoing.  Specifically, without limitation, the Sellersmake no representation or warranty with respect to any projection, estimates orbudgets delivered to or made available to the Parent, the Buyers or theirRepresentatives of future revenues, future results of operations (or anycomponent thereof), future cash flows or future financial condition (or anycomponent thereof) of the Companies.

##  

**ARTICLE 6**

 

# **Representations andWarranties of the Buyers and the Parent**

 

Each of the Buyers andthe Parent, jointly and severally, hereby represent and warrant to each Selleras follows:

 

## 6.1.                              Buyer Organization and Good Standing. Each of the Buyers and the Parent (a) is a limited liabilitycompany or corporation, as applicable, 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 to transactbusiness and in good standing in each state or jurisdiction in which theownership of its property or the conduct of its business requires such qualification,except for failures to so qualify or be in good standing that, individually orin the aggregate, are not 

 

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## material to its ability to perform its obligationshereunder and are not reasonably likely to prohibit or materially restrict ordelay the performance of this Agreement by either of the Buyers or the Parent.

##  

## 6.2.                              Buyer Authority; Enforceability. Each of the Buyers and the Parent has the requisite power and authorityto execute, deliver and perform their obligations under this Agreement and theOther Documents to which the Buyers or the Parent is a party, and to consummatethe transactions contemplated hereby and thereby.  The execution, delivery and performance ofthis Agreement and such Other Documents and the consummation of thetransactions contemplated hereby and thereby have been duly and validlyauthorized by all necessary action on the part of the Buyers or the Parent, asapplicable.  This Agreement and the OtherDocuments, when executed by the other parties hereto and thereto, willconstitute legally valid and binding obligations of the Buyers or the Parent,as applicable, enforceable against it in accordance with their terms, subjectto applicable bankruptcy, insolvency, reorganization, moratorium and similarlaws affecting creditors’ rights and remedies generally and to generalprinciples of equity.

##  

## 6.3.                              Consents and Approvals. Except for (a) the HSR Notification, (b) the Gaming Approvals,and (c) such filings as may be required in connection with the Taxesdescribed in Section 7.10,****no notices,reports, registrations or other filings are required to be made by the Buyersor the Parent with, nor are any consents, approvals or authorizations requiredto be obtained by the Buyers or the Parent from, any Governmental Entity inconnection with the execution, delivery and performance of this Agreement or,at the time of their execution, the Other Documents, by the Buyers or theParent, in each case except for those the failure of which to make or obtain,individually or in the aggregate, are not material to its ability to performthe Buyers’ or the Parent’s obligations hereunder and are not reasonably likelyto prohibit or materially restrict or delay the performance of this Agreementby either of the Buyers or the Parent.

##  

## 6.4.                              No Violations. The execution and delivery of this Agreement and the Other Documents bythe Parent or any Buyer do not, and the consummation by the Parent or any Buyerof the transactions contemplated hereby or thereby will not, conflict with orresult in a breach of or constitute a default (with or without notice or lapseof time or both) under (a) any provision of the Governing Documents of theBuyers or the Parent, (b) any agreement, instrument, permit, franchise,license, judgment or order, applicable to the Buyers or the Parent or itsproperties or assets, other than such conflicts, violations, defaults,terminations, cancellations or accelerations which, 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 theperformance of this Agreement by either of the Buyers or the Parent.

##  

## 6.5.                              Funds Available. The Buyers or the Parent have, will maintain access to, and will haveavailable at the Closing, all the funds necessary to pay the Purchase Price tothe Sellers.  The Buyers’ ability toconsummate the transactions contemplated hereby is not contingent upon their orthe Parent’s ability to obtain financing.

##  

## 6.6.                              Brokers and Finders. Except for Macquarie Securities (USA) Inc. and Global Leisure Partners,neither the Buyers nor the Parent has retained any agent, broker, 

 

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## investment banker, intermediary, finder, or firmacting on behalf of the Buyers or the Parent in connection with this Agreementor the transactions contemplated hereby. The Buyers and the Parent have not incurred, and shall not incur, directlyor indirectly, any liability for any broker’s or finder’s fees or any othercommission or similar fee in connection with this Agreement or any transactioncontemplated hereby.

##  

## 6.7.                              Securities Act. The Buyers are acquiring the Millennium Units and the HoldCo Units, asapplicable, 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 theBuyers has, directly or indirectly, offered the Millennium Units, the HoldCoUnits or the CCR Units to anyone or solicited any offer to buy the MillenniumUnits, the HoldCo Units or the CCR Units from anyone, so as to bring the offerand sale of the Millennium Units, the HoldCo Units or the CCR Units within theregistration requirements of the Securities Act.  Neither of the Buyers will sell, convey,transfer or offer for sale any of the Millennium Units, the HoldCo Units or theCCR Units except upon compliance with the Securities Act and any applicablestate securities or “blue sky” laws or pursuant to any exemption therefrom.

##  

## 6.8.                              No Litigation. As of the date hereof, there are no claims, actions or proceedingspending or, to the knowledge of the Buyers or the Parent, threatened, againstany of the Buyers or any of its assets, other than claims, actions orproceedings that, individually or in the aggregate, are not material to itsability to perform its obligations hereunder and are not reasonably likely toprohibit or materially restrict or delay the performance of this Agreement bythe Buyers.  Neither any Buyer nor theParent nor any of their respective Subsidiaries or Affiliates is a party to orsubject to the provisions of any Order of any Governmental Entity including anyGaming Authority, which individually or in the aggregate would reasonably beexpected to prohibit or materially restrict or delay the performance of thisAgreement by the Buyers or the Parent.

##  

## 6.9.                              Gaming Approvals and Licensing Matters. The Buyers have delivered to the Sellers a list of individuals andentities whom the Buyers are advised as of the date hereof are reasonablylikely to be the Licensed Persons, and such list sets forth those GamingApprovals which such individuals and entities have obtained in the past (the “List”).  As of the date hereof, none of the Parent,the Buyers or any other direct or indirect wholly owned Subsidiary of theParent, or any director or executive officer of any of them, or ConsolidatedPress Holdings Ltd., or any direct or indirect wholly owned Subsidiary ofConsolidated Press Holdings Ltd., or any of the individuals and entities listedon the List, has ever been denied a gaming license, approval, or relatedfinding of suitability by any Gaming Authority, or had any gaming licenserevoked or suspended.  As of the datehereof, neither the Buyers nor the Parent has any knowledge of any fact orcircumstance that would adversely affect its ability or the ability of itsAffiliates and the persons and entities listed on the List to obtain all GamingApprovals.  As of the date hereof,neither the Parent nor the Buyers has received any indication from any GamingAuthority of any state of facts or circumstances that would be reasonably likelyto delay or prevent the receipt by any of the Buyers of a gaming license,approval or finding of suitability in Nevada or Pennsylvania.

 

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## 6.10.        Solvency.  Neither any Buyer nor the Parent is enteringinto the transactions contemplated by this Agreement with the actual intent tohinder, delay or defraud either present or future creditors of the Companies.  Assuming that the representations andwarranties of the Sellers contained in this Agreement are true and correct inall material respects, at and immediately after the Closing, and after givingeffect the transactions contemplated by this Agreement, the Companies will besolvent (in that both the fair value of its assets will not be less than thesum of its debts and that the present fair saleable value of its assets willnot be less than the amount required to pay its probable liabilities or itsdebts as they become absolute and matured); (b) will have adequate capitaland liquidity with which to engage in its business; and (c) will not haveincurred and does not plan to incur debts beyond its ability to pay as theybecome absolute and matured.

##  

## 6.11.        No OtherRepresentations or Warranties.  Except for the representations and warrantiesexpressly made by the Buyers and the Parent in this Article 6 or inany of the Other Documents, neither the Parent nor the Buyers make any otherrepresentation or warranty in connection with the transactions contemplatedhereby.  Each of the Buyers and theParent acknowledge that the Sellers, the Companies and their respectiveAffiliates and Representatives have not made and do not make anyrepresentations or warranties as to any matter whatsoever except as expresslyset forth in this Agreement and specifically (but without limiting thegenerality of the foregoing) that the Sellers, the Companies and theirrespective Affiliates and Representatives have not made and do not make anyrepresentations with respect to (i) any projections, estimates or budgetsdelivered to or made available to the Parent or the Buyers (or their respectiveAffiliates or Representatives) of future revenues, results of operations (orany components thereof), cash flows or financial condition (or any componentsthereof) of the Companies or (ii) the future business and operations ofthe Companies.  Except for therepresentations and warranties expressly made by the Sellers in Article 4,Article 5 or in any of the Other Documents to which they are aparty, none of the Sellers or any Affiliates or any of their Representativeswill have or be subject to any liability to the Buyers, the Parent or any otherperson resulting from the distribution to the Buyers, the Parent or theirRepresentatives or the Buyers’ use of, any such information, including anymemoranda or materials distributed on behalf of the Sellers relating to theCompanies or other publications or data room information provided to theBuyers, the Parent or their Representatives, or any other document orinformation in any form provided to the Buyers, the Parent or theirrepresentatives in connection with the sale of the Companies and thetransactions contemplated hereby.

##  

**ARTICLE 7**

 

# **Covenantsof the Parties**

 

## 7.1.          Conduct of theCompanies.  Except for matters (x) setforth on Schedule 7.1 of the Sellers Disclosure Schedules or asotherwise specifically provided in this Agreement, or (y) consented to inwriting by the Buyers (which consent shall not be unreasonably withheld,conditioned or delayed), or (z) in furtherance of the Projects pursuant toand in substantial conformity with the applicable Plans and Specifications,from the date hereof until the Closing Date, each of the Sellers and CCR shall,and shall cause each of the other Companies to, conduct business in theordinary course consistent with past practice, make capital expenditures (otherthan with respect to the Projects which are addressed separately below)consistent with past 

 

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## practice, and use all commercially reasonable efforts to maintain andpreserve intact their business organizations, including the services of theirkey employees on terms and conditions substantially comparable to thosecurrently in effect and the goodwill of any Governmental Authorities,customers, distributors, suppliers and other Persons with which the Companieshave material business relationships. For purposes of this Agreement, the ordinary course of businessconsistent with past practice includes actions taken to pursue the Projects inaccordance with the Plans and Specifications and Budgets. Without limiting thegenerality of the foregoing, and except for matters set forth on Schedule7.1 of the Sellers Disclosure Schedules, or as otherwise specificallyprovided in this Agreement, without the prior written consent of the Buyers(which consent shall not be unreasonably withheld, conditioned or delayed),each of the Sellers and CCR shall not, and shall not permit any of the otherCompanies to:

##  

### (a)           proposeor adopt any change in the Governing Documents of the Companies, other than inthe Governing Documents of the Excluded HoldCo Subsidiaries;

###  

### (b)           approve,authorize, adopt, enter into, announce or communicate to employees any new,modified, amended or supplemental benefit plan or any employment agreement withany executive level employee, or grant any increase in wages, salary, bonus orother compensation remuneration or benefits, except (i) as required byapplicable Law, (ii) as required by the terms of any existing benefit planor employment agreement, (iii) in connection with the periodic performancereviews or routine promotions of employees or reviews of appropriate salarylevels for a job classification in the ordinary course of business consistentwith past practices and policies of the Companies, (iv) annual bonuses andsalary increases consistent with past practice, (v) signing bonuses not toexceed $50,000 individually, (vi) entry into agreements with employees forthe Stay Bonuses provided the amount of the aggregate of all Stay Bonuses doesnot exceed the Stay Bonus Payoff Amount, (vii) annual renewals of existinghealth care plans so long as the renewal is in the ordinary course of business,or (viii) pursuant to any collective bargaining agreement entered into inaccordance with clause (j) below;

###  

### (c)           sell,lease or otherwise dispose of any material assets, including by merger,consolidation, asset sale or other business combination, other than (i) assetsof the Excluded HoldCo Subsidiaries and assets of the Excluded Opportunities,or (ii) sales of equipment and other non-current assets in an amount notto exceed $250,000 in the ordinary course of business, or (iii) anysalvage sales in connection with the opening of the Projects, or (iv) anyequipment trade-ins in connection with the Projects;

###  

### (d)           redeem,repurchase, defease, cancel or otherwise acquire any Indebtedness of anyCompany (except for letters of credit and surety bonds required in the courseof business), or commit to do any of the foregoing (other than at statedmaturity and any required amortization payments and mandatory prepayments, ineach case, in accordance with the terms of the instrument governing suchIndebtedness as in effect on the date hereof or as modified with the priorwritten consent of the Buyers)**,**providedthat, notwithstanding the above, the Companies may incur, repay, prepay, amendor modify any Indebtedness as set forth on Schedule 5.6 of the SellersDisclosure Schedules;

###  

### (e)           incur,create, assume or otherwise become liable for any Indebtedness (including theissuance of any debt security) or assume, guarantee or endorse, enter into any 

 

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“keep well” arrangement or otherwise become responsible for, whetherdirectly, contingently or otherwise, the obligations of any other Person,provided that, notwithstanding the above, the Companies may incur, repay,prepay, amend or modify any Indebtedness as set forth on Schedule 5.6 ofthe Sellers Disclosure Schedules;

 

(f)            failto pay all of the payables of the Companies and collect all of the receivablesof the Companies in the ordinary course of business consistent with pastpractice;

 

(g)           makeany acquisitions of any equity interests, business or assets of any otherPerson, or make any loans, advances or capital contributions to, or investmentsin, any other Person, with an aggregate value in excess of $500,000 after thedate hereof, except (i) loans, advances, capital contributions orinvestments solely among the Companies or (ii) with respect to theExcluded Opportunities;

 

(h)           authorizeany capital expenditures in excess of $5,000,000 except for (i) expenditurescontemplated by the Plans and Specifications and the Budgets for the CanneryEast Project and the Meadows Projects, (ii) expenditures made in responseto any emergency, or (iii) as set forth on Schedule 7.1 of theSellers Disclosure Schedule;

 

(i)            pledgeor otherwise encumber any membership interests, shares of capital stock, or anyother debt, ownership or equity interests or securities of any of theCompanies, or create or assume any Lien thereupon;

 

(j)            enterinto any collective bargaining agreement, the term (including any renewal term)of which extends beyond December 31, 2010, or which does not provide foremployment terms and conditions that are the same in all material respects overthe entire term of such collective bargaining agreement;

 

(k)           mortgage,pledge or otherwise encumber any of the Companies’ assets, tangible orintangible, having a value in excess of $5,000,000 or create or assume any Lienthereupon (other than Permitted Exceptions), in each case, which are notprepayable or able to be released without premium or penalty on or before theClosing Date, except in connection with Indebtedness (including facilitiesproviding for Indebtedness) which is permitted by Section 7.1(d) orSection 7.1(e);

 

(l)            (i) split,combine or reclassify or otherwise change or exchange any securities or equityinterests of the Companies or amend the terms of any securities or equityinterests of the Companies, (ii) declare, set aside or pay any dividend orother distribution (whether in cash, stock or property or any combinationthereof) in respect of securities or equity interests of the Companies otherthan (A) a dividend or distribution by a wholly owned Subsidiary of aCompany to such Company or (B) a Tax Amount to a Tax Recipient (provided,that, for the avoidance of doubt, any amounts under clause (B) to be paidon or before the Closing Date shall be excluded from the calculation of CompanyCash), or (iii) redeem, repurchase or otherwise acquire or offer toredeem, repurchase, or otherwise acquire, any securities or equity interests ofthe Companies;

 

(m)          enterinto, modify or amend any Material Contract, except in the ordinary course ofbusiness consistent with past practice, Material Contracts that (i) do notprovide for 

 

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annual expenditures by any of the Companies in excess of $1,000,000, (ii) areterminable by the Company party thereto on thirty (30) days notice or less or (iii) arerelated to the Excluded Opportunities; provided, that, for the purpose ofclarity, the parties acknowledge and agree that renewals of Material Contractson substantially the same terms shall be deemed to be in the ordinary course ofbusiness;

 

(n)           enterinto, modify or amend any Related Party Transaction;

 

(o)           closeor shutdown any casino, hotel, racetrack or other facility of the Companiesexcept for such closure or shutdowns which are (i) required by action,order, writ, injunction, judgment or decree or otherwise required by Law; or (ii) dueto acts of God or other force majeure events;

 

(p)           failto maintain, repair and keep in good operating condition (and commitappropriate capital expenditures for such purposes) all casino, hotel,racetrack and other facilities of the Companies in the ordinary course ofbusiness consistent with past practice, other than in anticipation of theclosure and demolition related to the Projects;

 

(q)           otherthan in the ordinary course of business consistent with past practice and withrespect to the litigation set forth in Schedule 7.1(o) of theSellers Disclosure Schedules, settle or compromise any litigation, or release,dismiss or otherwise dispose of any claim or arbitration other than settlementsor compromises of litigation, claims or arbitration, that involve the paymentof monetary damages not in excess of $1,000,000 individually or $5,000,000 inthe aggregate by the Companies and do not involve any material injunctive orother non-monetary relief or impose material restrictions on the business oroperations of the Companies;

 

(r)            writeup or write down the value of any asset (other than upon Completion of aProject) or make any material change in financial accounting methods ormaterial method of Tax accounting, principles or practices materially affectingthe reported consolidated assets, liabilities or results of operations of theCompanies, except insofar as may have been required by a change in orinterpretation of GAAP or Law;

 

(s)           (i) make,amend or revoke any material Tax election, (ii) settle or compromise anymaterial Tax liability, claim or assessment, or agree to any adjustment of anymaterial Tax attribute, (iii) file any amended material Tax Return, (iv) enterinto any material “closing agreement” within the meaning of Section 7121of the Code (or any material comparable agreement under state, local or foreignlaw), (v) surrender any right to claim a material Tax refund, (vi) consentto waive any statute of limitations with respect to material Taxes;

 

(t)            adopta plan of complete or partial liquidation, dissolution, merger, consolidation,restructuring, recapitalization or other reorganization of any of the Companiesor approve, authorize or enter into any agreement or understanding, or letterof intent or agreement in principle with respect thereto, other than withrespect to the Excluded HoldCo Subsidiaries;

 

(u)           failto exercise commercially reasonable efforts to keep in force insurance policiesor replacement or revised provisions providing insurance coverage with respectto any casinos and any related assetsand any other material assets, operations and activities (includingconstruction activities) of the Companies as is currently in effect (other thanadjustments as 

 

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permitted upon completion of construction of any Project), other thanimmaterial variations in policies in the ordinary course consistent with pastpractice; or

 

(v)           failto keep and maintain at least such insurance as may be required by the DebtFacilities; or

 

(w)          authorize,agree or commit to do any of the foregoing.

 

## 7.2.          Conduct ofBlocker and AcquisitionCo.  Exceptfor matters (x) set forth on Schedule 7.2 of the Sellers DisclosureSchedules or as otherwise specifically provided in this Agreement, or (y) consentedto in writing by the Buyers (which consent shall not be unreasonably withheld,conditioned or delayed), from the date hereof until the Closing Date, HoldCoshall not cause, authorize or agree to cause Blocker or AcquisitionCo to takeany actions or incur any Liabilities that would make the representations andwarranties set forth in Section 4.2(e) to become untrue orincorrect.

##  

## 7.3.          No Control ofOther Party’s Business.  Nothingcontained in this Agreement is intended to give the Parent or any Buyer,directly or indirectly, the right to control or direct the operations of theCompanies or the Excluded HoldCo Subsidiaries prior to the Closing Date, and nothingcontained in this Agreement is intended to give CCR or the Sellers, directly orindirectly, the right to control or direct any Buyer’s or its Subsidiaries’operations in each case, in a manner prohibited by applicable Law (includingGaming Laws and antitrust Laws).

##  

## 7.4.          Reasonable BestEfforts.

##  

(a)           Subjectto the terms of this Agreement and applicable Law (including Gaming Laws andantitrust Laws), each party will use its reasonable best efforts to take, orcause to be taken, all appropriate actions, to file, or cause to be filed, alldocuments and to do, or cause to be done, all things necessary, proper oradvisable to consummate the transactions contemplated by this Agreement,including preparing and filing as promptly as reasonably practicable alldocumentation to effect all Governmental Authorizations, including allnecessary filings, consents, waivers, approvals, Authorizations, permits ororders from all Governmental Entities (including Gaming Authorities) or otherPersons, provided, however, that in no event shall the Companies be required topay, prior to the Closing, any fee, penalty or other consideration to obtainany consent, approval or waiver required for the consummation of thetransactions contemplated by this Agreement other than de minimis amounts.  In furtherance and not in limitation of theforegoing, each party hereto agrees to make an appropriate filing of any HSRNotification with respect to the transactions contemplated by this Agreement ona date as agreed to by the parties prior to June 1, 2008 and to supply aspromptly as reasonable practicable any additional information and documentarymaterial that may be requested pursuant to the HSR Act and use its reasonablebest efforts to take or cause to be taken all other actions necessary, properor advisable consistent with this Section 7.4 to cause theexpiration or termination of the applicable waiting periods, or receipt ofrequired authorizations, as applicable, under the HSR Act.  The filing fees with respect to the HSRfilings shall be borne 50% by the Buyers, on the one hand, and 50% by theSellers, on the other hand.  Withoutlimiting the foregoing, the parties shall 

 

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request and shall use their respective reasonable best efforts toobtain early termination of the waiting period under the HSR Act as promptly asreasonably practicable.

 

(b)           Exceptfor the matters covered under Section 7.4(e), Section 7.4(f) orSection 7.4(g), which shall be governed exclusively by such Sections,each of the Parent and the Buyers, on the one hand, and the Sellers and CCR, onthe other hand, shall, in connection with the efforts referenced in Section 7.4(a) toobtain all requisite approvals and authorizations for the transactionscontemplated by this Agreement, use its reasonable best efforts to (i) cooperatein all respects with each other in connection with any filing or submission andin connection with any investigation or other inquiry, including any proceedinginitiated by a private party; (ii) keep the other party reasonablyinformed of any communication received by such party from, or given by suchparty to, the Federal Trade Commission (the “FTC”), the AntitrustDivision of the Department of Justice (the “DOJ”), or any otherGovernmental Entity and of any communication received or given in connectionwith any proceeding by a private party, in each case regarding any of thetransactions contemplated hereby; and (iii) permit the other party toreview any communication given by it to, and consult with each other in advanceof any meeting or conference with, the FTC, the DOJ, or any other GovernmentalEntity or, in connection with any proceeding by a private party, with any otherperson, and to the extent permitted by the FTC, the DOJ, or such otherapplicable Governmental Entity or other person, give the other party theopportunity to attend and participate in such meetings and conferences.

 

(c)           Infurtherance and not in limitation of the covenants of the parties contained in Section 7.4(a) andSection 7.4(b), if any objections are asserted with respect to thetransactions contemplated hereby under any Law or if any suit is instituted (orthreatened to be instituted) by the FTC, the DOJ, or any other applicableGovernmental Entity or any private party challenging any of the transactionscontemplated hereby as violative of any material Law or which would otherwiseprevent, materially impede or materially delay the consummation of thetransactions contemplated hereby, each of the parties shall use its reasonablebest efforts to resolve any such objections or suits so as to permitconsummation of the transactions contemplated by this Agreement as promptly asreasonably practicable.

 

(d)           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 any OtherAgreement, each of the parties shall cooperate in all respects with each otherand use its respective reasonable best efforts to contest and resist any suchaction or proceeding and to have vacated, lifted, reversed or overturned anydecree, judgment, injunction or other order, whether temporary, preliminary orpermanent, that is in effect and that prohibits or materially restricts ordelays consummation of the transactions contemplated by this Agreement.

 

(e)           Infurtherance and not in limitation of the covenants of the parties contained in Section 7.4(a),the Buyers hereby agree to use their reasonable best efforts (i) to aspromptly as practicable after the date hereof, obtain all licenses, permits,approvals, authorizations, registrations, findings of suitability, franchises,entitlements, waivers and exemptions issued by any Gaming Authority required topermit the parties hereto to consummate the transactions contemplated by thisAgreement or necessary to permit the Buyers to own and operate the Companies(collectively, “Gaming Approvals”), (ii) to avoid any action orproceeding 

 

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by any Gaming Authority challenging the consummation of thetransactions contemplated hereby, (iii) to make or cause to be made allnecessary filings, and thereafter make or cause to be made any other requiredsubmissions with respect to this Agreement and the transactions contemplatedhereby, as required under the Gaming Laws, (iv) to schedule and attend (orcause to be scheduled and attended) any hearings or meetings with GamingAuthorities to obtain the Gaming Approvals as promptly as possible; and (v) toact diligently and promptly to pursue any and all of the foregoing as necessaryto obtain the Gaming Approvals. As of the date hereof, each Gaming Approval tobe obtained by the Buyers pursuant to this Section 7.4(e) islisted on Exhibit X attached hereto.

 

(f)            TheParent and the Buyers shall use their reasonable best efforts to cause allPersons who are associated or affiliated with the Parent, the Buyers or theirAffiliates and who are, in the view of the applicable Gaming Authorities,required to be licensed under applicable Gaming Laws in order to consummate thetransactions contemplated by this Agreement (the “Licensed Persons”), tosubmit to the licensing process or apply for waivers from the licensing requirementsand, as promptly as reasonably practicable, to prepare and file alldocumentation to effect all Gaming Approvals. The Parent and the Buyers shall use their respective reasonable bestefforts to (i) file or cause to be filed (x) by no later than December 21,2007, all required initial applications and documents in respect of theLicensed Persons (other than those with respect to institutional holders of 5%or more of the shares of the Parent, which shall be filed as soon as reasonablypracticable following the date of this Agreement) in connection with obtainingthe Gaming Approvals or waivers from the licensing process and (y) aspromptly as practicable after the date hereof all other required applicationsand documents in connection with obtaining the Gaming Approvals, (ii) requestor cause to be requested an accelerated review, if available, from the GamingAuthorities in connection with such filings, (iii) act diligently andpromptly to pursue the Gaming Approvals, and (iv) keep CCR and the Sellersand its gaming counsel generally apprised on a regular basis (but no lessfrequently than once a month) of the status of all filings referenced in this Section andthe progress in obtaining the Gaming Approvals generally, including the statuswith respect to matters, on, before, or after October 1, 2008, related tothe issues set forth in subsection (h) hereof.

 

(g)           Inthe event of any meeting, in-person discussion or appearance before any GamingAuthority or the staff or regulators of any Gaming Authority with respect tothe Gaming Approvals,  each party shallmake itself available to attend the meeting at the request of the other partyor the Gaming Authority.  In addition,the parties will consult and cooperate with one another, and consider in goodfaith the views of one another, in connection with any such meeting and inconnection with any analyses, presentations, memoranda, briefs, filings,arguments and proposals relating to such meeting, discussion or appearance atwhich both parties will be in attendance.

 

(h)           Untilthe Closing Date, to the extent permitted by applicable Law, the Parent and theBuyers shall provide reasonably descriptive written notifications to theSellers within three (3) days after the Parent or the Buyers becomes awareof any of the following events (with the names of the Licensed Persons statedin such notifications to the extent the notifications pertain to them):

 

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#### (i)                                    theParent, the Buyers or any of the Licensed Persons makes the filings required byclause (x) of Section 7.4(f) (a “Regulatory Filing”)by providing a copy of the transmittal letter related thereto;

####  

#### (ii)                                 theParent, the Buyers or any of the Licensed Persons receives a waiver directlyrelated to the transactions contemplated hereby from a Gaming Authority, asevidenced by a writing from such Gaming Authority;

####  

#### (iii)                              theParent, the Buyers or any Licensed Person withdraws any Regulatory Filing;

####  

#### (iv)                             anyGovernmental Authorization directly related to the transactions contemplatedhereby is obtained, taken, made or given;

####  

#### (v)                                anyGovernmental Entity notifies the Parent, the Buyers or any Licensed Person thatits Regulatory Filing has been placed on an agenda or scheduled for hearing orconsideration (which notification from the Parent or the Buyers to the Sellersshall also specify the date of such hearing or consideration), delayed orremoved from such agenda or schedule;

####  

#### (vi)                             anyGovernmental Entity issues a decision not to take, make or give anyGovernmental Authorization or withdraws, revokes, cancels, nullifies ormaterially modifies any Governmental Authorization that was previously taken,made or given, in all cases solely with respect to Governmental Authorizationsdirectly related to the transactions contemplated hereby;

####  

#### (vii)                          theParent, the Buyers or any other direct or indirect wholly owned Subsidiary ofthe Parent, or any director or executive officer of any of them, orConsolidated Press Holdings Ltd., or any direct or indirect wholly ownedSubsidiary of Consolidated Press Holdings Ltd., or any of the individuals andentities listed on the List, is denied a gaming license, approval, or relatedfinding of suitability by any Gaming Authority, or has any gaming licenserevoked or suspended; or

####  

#### (viii)                       beginningon October 1, 2008, the Parent, the Buyers or any of the Licensed Personshas been advised by the staff or regulators handling such Person’s RegulatoryFiling that the applicable Gaming Authority has a concern or issue with respectto any of such Person’s Regulatory Filings or licensing proceeding, whichconcern or issue if it remained unresolved or uncured would become an area ofconcern at the gaming licensing hearings or in the gaming licensingdeliberations.

 

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(i)            Notwithstandinganything herein to the contrary, each of the Sellers and CCR shall, and shallcause its respective directors, officers, employees and Subsidiaries to, usetheir respective reasonable best efforts in working with the Parent, theBuyers, the Licensed Persons and their counsel to obtain the Gaming Approvals;provided that nothing contained herein shall require any expenditure by theCompanies (other than any expenditures relating to counsel fees of suchparties).

 

(j)            TheSellers agree to use their reasonable best efforts to (i) continue tocause CCR and the other Companies to maintain any licenses required underapplicable Gaming Laws with respect to the operation of the Business, includingobtaining or renewing all other licenses, permits, approvals, authorizations,registrations, findings of suitability, entitlements, waivers and exemptionsissued in connection with such licenses and necessary to continue to operatethe Business and (ii) pursuing any renewal application process applicableto such licenses, including any follow-up submissions and requests.  The Sellers also agree to use theirreasonable best efforts to cause WTA (and its Affiliates that are required tobe licensed in connection with the Meadows Casino Project), to pursue renewalof the license required by the Pennsylvania Gaming Control Board with respectto the Meadows Casino Project, including pursuing any follow-up submissions andrequests and obtaining all other material licenses, permits, approvals, authorizations,registrations, findings of suitability, franchises, entitlements, waivers andexemptions issued in connection with such license and necessary to continue tooperate the Meadows Casino Project. The Sellers shall keep the Parent and theBuyers generally apprised on a regular basis (but no less frequently than oncea month) of the status of all filings with respect to the matters referenced inthis Section 7.4(j).

 

(k)           Betweenthe date of this Agreement and the Closing Date, the Sellers and CCR shall, andshall cause each of the other Companies and their respective directors,managers, members, officers, employees and agents to, afford the employees,authorized agents and Representatives of the Parent and the Buyers access,during normal business hours, to the offices, personnel, premises, properties,Contracts, books and records, and other documents and financial, operating,construction status and other data of the Companies as the Buyers mayreasonably request; provided that the Buyers shall not engage in anyenvironmental testing with respect to any of the Companies’ Owned Real Propertyor property subject to Real Property Leases without the prior written consentof the Sellers, which consent shall not be unreasonably withheld orconditioned.  The foregoing shall notrequire the Sellers or any Company to permit any inspection, or to disclose anyinformation, to the extent that in their reasonable judgment is reasonablylikely to result in waiver of any attorney-client privilege or the disclosureof any trade secrets of third parties or violate any of their obligations withrespect to confidentiality if the Sellers or such Company, as the case may be,shall have used reasonable efforts to obtain the consent of such third party tosuch inspection or disclosure and have used reasonable efforts to implementrequisite procedures to enable access to such information without violatingsuch obligations.  No investigation bythe parties or their respective Representatives shall affect therepresentations or warranties of the other set forth herein, and disclosure ofany report to the Sellers shall not effect the knowledge of the Sellers if theywere not aware of the facts described in such report.

 

(l)            Fromthe date hereof until the Closing Date, if any counterparty to any MaterialContract specified in Schedule 7.4(l) (the “Specified MaterialContracts”) notifies any 

 

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Seller or any Company party thereto, claiming a breach, a default, orthe right to declare a default, under such Specified Material Contract as aresult of the failure by such Seller or such Company to obtain the consent orapproval of such counterparty to the execution and delivery of this Agreement,each of the Sellers and CCR shall, or shall cause the applicable Company to,resolve such claim as promptly as reasonably practicable by mutual agreementwith such counterparty that no such consent or approval was required or toobtain appropriate consents, amendments or waivers under such Specified MaterialContract to resolve such claim. Notwithstanding anything to the contrary contained herein, CCR shall, orshall cause the applicable Company to, pay any fees, costs and expenses payableor incurred in connection with resolving such claim or obtaining such consent,amendment or waiver (including all consent fees required by the applicablecounterparty to such Specified Material Contract), and each of the Sellers andCCR shall indemnify, defend and hold harmless the Buyer Indemnified Partiesfrom and against any and all Damages (without duplication) incurred by any ofthem arising out of, relating to or in connection with any claim by acounterparty for breach of any such Specified Material Contract due to thefailure to have obtained the consent or approval of any counterparty to theexecution and/or delivery of this Agreement, or any action taken by any Selleror CCR pursuant to this Section 7.4(l).  Neither any Buyer nor the Parent shall beentitled to assert a breach of any representation, warranty or covenant made bythe Sellers or CCR in this Agreement due to a claim by any counterparty to anySpecified Material Contract as a result of the failure by any Seller or anyCompany to obtain the consent or approval of such counterparty to the executionand delivery of this Agreement.

 

## 7.5.          Updates toDisclosure Schedules.

##  

(a)           Inthe event that the Sellers become aware (i) of facts or circumstances thatshould have been included on the Sellers Disclosure Schedules in order for theSellers’ representations and warranties to be true and accurate as of the dateof this Agreement but were not so included (“Omitted Items”) or (ii) thatany representation and warranty that was true and accurate as of the date ofthis Agreement becomes untrue or inaccurate due to events occurring orcircumstances arising since the date of this Agreement (“Pre-Closing Events”),the Sellers may deliver to the Buyers in writing supplemental disclosureschedules setting forth the additions or changes to the Sellers DisclosureSchedules that are required in order to reflect such Omitted Items and/orPre-Closing Events (the “Supplemental Disclosure Schedules”).  The Sellers Disclosure Schedules, assupplemented by the Supplemental Disclosure Schedules, shall be deemed tomodify the applicable representation and warranty set forth in this Agreementfor purposes of determining whether the condition set forth in Section 8.2(a) shallhave been satisfied as of the Closing Date.

 

(b)           Notwithstandinganything to the contrary herein, if the Closing occurs, (i) the inclusionof any Omitted Items on the Supplemental Disclosure Schedules shall not cureany breach of any representation or warranty as of the date of this Agreementand the Buyers shall be entitled to indemnification by the Sellers in accordancewith Section 7.10 and Article 10 in respect thereof,and (ii) the inclusion of any Pre-Closing Event on the SupplementalDisclosure Schedules shall not cure any breach of any representation orwarranty as of the Closing Date and the Buyers shall be entitled toindemnification by the Sellers in accordance with Section 7.10 and Article 10in respect thereof only in the event that such Pre-Closing Events otherwiseconstitute a material breach of such relevant representation or warranty.

 

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##  

## 7.6.          Notificationsto Buyers.  The Parent and the Buyers, on the one hand,and the Sellers and CCR, on the other hand, shall promptly notify each other of(i) any Actions commenced or, to the knowledge of such party, threatened,against the Sellers, Blocker, AcquisitionCo or any Company or any of theirrespective Affiliates or directors, managers, members, officers, directors,employees or agents in their capacity as such or, to the extent that suchActions relate to the consummation of the transactions contemplated by thisAgreement, the Parent or the Buyers or any of their Affiliates or directors,managers, members, officers, directors, employees or agents in their capacityas such and (ii) the occurrence or non-occurrence of any fact or eventthat, in either case, would be reasonably likely to cause any condition setforth in Article 8 not to be satisfied; provided, that nosuch notification, nor the obligation to make such notification, shall affectthe representations, warranties, covenants or indemnification obligations ofany Party or the conditions to the obligations of any Party, or cure any breachby any Party of this Agreement, or limit or otherwise affect the terminationrights, indemnification rights or other remedies available under this Agreementto the Party receiving such notice.

##  

## 7.7.          NoAlternative Transactions.  The parties agree that fromthe date hereof through earlier of the Closing Date, the termination of thisAgreement or December 31, 2009, none of the Sellers, Blocker,AcquisitionCo or the Companies shall and each of the Sellers and the Companiesshall require its respective Representatives not to, directly or indirectly, (i) initiate,solicit, encourage or otherwise facilitate any inquiry, proposal, offer ordiscussion with any party (other than the Parent or the Buyers) concerning anymerger, reorganization, consolidation, recapitalization, business combination,liquidation, dissolution, share exchange, sale of stock, sale or license ofmaterial assets or similar business transaction involving any of the Companies,(ii) furnish any non-public information concerning the business,properties or assets of any of the Companies to any party (other than theParent or the Buyers), or (iii) engage in discussions or negotiations withany party (other than with the Parent or the Buyers) with respect to, orconsummate, any such transaction, or (iv) enter into, approve, agree to,recommend or consummate any such transaction. If any of the Sellers, the Companies or any of their respective Representativesreceives any bona fide inquiry, proposal or offer of the nature described inthis Section 7.7, the Sellers shall, within one (1) BusinessDay after such receipt, notify the Parent of such inquiry, proposal or offer,including the identity of the other party and the terms of such inquiry,proposal or offer.

##  

## 7.8.          Publicity.  Any press release or release of other informationto the press or any other Person with respect to the subject matter of thisAgreement and/or the Other Documentsmay be mutually approved by the Buyers and the Sellers, except as may berequired by (i) any Gaming Law or other applicable Law, Authorization,court process or (ii) obligations pursuant to any listing agreement withor rules of any securities exchange or interdealer quotation service inthe United States or Australia; provided, however, the disclosing party shalluse commercially reasonable efforts to provide prior notice to and consult withthe non-disclosing party.  The Buyers andthe Parent acknowledge that HoldCo has filing obligations under the SecuritiesExchange Act of 1934, as amended, and shall file a Current Report on Form 8-Kafter the signing of this Agreement.

##  

## 7.9.          RacingServices Agreement.  In the event that the RSA is terminatedbefore the Closing Date, CCR agrees to use its commercially reasonable effortsto either (i) enable the Companies to conduct the harness racingoperations at the Meadows Property or (ii) 

 

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## enter into arrangements with a third party to conductthe racing operations at the Meadows Property and obtain all required GamingApprovals in connection therewith, in either case, for at least the minimumnumber of racing days required to maintain the Conditional Category I SlotMachine License or a Category I Slot Machine License, as applicable, and withsuch other terms as are reasonably acceptable to the Parent and theBuyers.  During the three (3) monthsprior to the anticipated Closing Date, CCR agrees to use commerciallyreasonable efforts to assist the Buyers in making contingency plans withrespect to the conduct of the harness racing operations at the Meadows Propertyshould the RSA be terminated on or after the Closing Date.

##  

## 7.10.        Tax Matters.

##  

## (a)           Section 754 Election. The Sellers shall cause CCR to attach a properly completed electionstatement to CCR’s U.S. Tax Returns with respect to Income Taxes for itstaxable year that will end on the Closing Date pursuant to Section 754 ofthe Code and any similar provisions of applicable state and local law effectivefor the Tax Period of CCR that includes the Closing Date.

###  

## (b)           Tax Indemnification.

###  

(i)            After the Closing Date, HoldCo shallindemnify, defend and hold harmless the Buyer Indemnified Parties from andagainst and in respect of all Damages (without duplication) incurred or paid byany of the Buyer Indemnified Parties arising out of, relating to or resultingfrom (a) Taxes imposed on Blocker or AcquisitionCo for taxable periodsending on or before the Closing Date (“Pre-Closing Periods”) and, withrespect to any period that begins on or before and that ends after the ClosingDate (in each case, a “Straddle Period”), the portion of such StraddlePeriod deemed to end on and include the Closing Date; (b) Taxes imposed onBlocker or AcquisitionCo as a result of the LandCo Disposition; (c) anybreach of or inaccuracy in any representation or warranty contained in Section 4.2(f) (withoutregard to any “materiality” modifier); (d) Taxes imposed on any of Blockeror AcquisitionCo under Treasury Regulations Section 1.1502-6 (and allcorresponding provisions of state, local, or foreign Law) as a result of beinga member of any consolidated, unitary, combined or similar group for anyPre-Closing Period or portion of any Straddle Period deemed to end on andinclude the Closing Date; and (e) the breach or nonperformance of anycovenant or agreement on the part of HoldCo or Blocker or AcquisitionCo withrespect to Taxes set forth in this Section 7.10. Any cash left inBlocker or AcquisitionCo at Closing shall be credited against any HoldCoindemnification obligation arising under this Section 7.10.

 

(ii)           After the Closing Date, the Sellersshall jointly and severally indemnify, defend and hold harmless the BuyerIndemnified Parties from and against and in respect of all Damages (withoutduplication)  incurred or paid by any ofthe Buyer Indemnified Parties arising out of, relating to or resulting from (a) Taxesimposed on any of the Companies for Pre-Closing Periods (including theXpressBet Assessments) and, with respect to any Straddle Period, the portion ofsuch Straddle Period deemed to end on and include the Closing Date; (b) anybreach of or inaccuracy in any representation or warranty contained in Section 5.11(without regard to any “materiality” modifier); (c) Taxes imposed on anyof the Companies under Treasury Regulations Section 1.1502-6 (and allcorresponding provisions of state, local or foreign Law) as a result of being amember of any consolidated, unitary, combined or similar 

 

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## group for any Pre-Closing Period or portion of anyStraddle Period deemed to end on and include the Closing Date; and (d) thebreach or nonperformance of any covenant or agreement on the part of Sellerwith respect to Taxes set forth in this Section 7.10 or Section 7.1(s).  Notwithstanding the foregoing, the Sellersshall not be obligated to indemnify the Buyer Indemnified Parties for Damagesattributable to Non-Income Taxes (but not including Damages attributable to theXpressBet Assessments) until such time as Buyer Indemnified Parties’ Damagesattributable to Non-Income Taxes (but not including Damages attributable to theXpressBet Assessments) exceed $500,000.

 

(iii)          Afterthe Closing Date, the Parent and the Buyers shall jointly and severallyindemnify, defend and hold harmless the Seller Indemnified Parties from andagainst and in respect of all Damages (without duplication) incurred or paid byany of the Seller Indemnified Parties arising out of, relating to or resultingfrom (a) Taxes imposed on Blocker AcquisitionCo, or any of the Companiesfor taxable periods beginning after the Closing Date (“Post-Closing Periods”)and, with respect to any Straddle Period, that portion of such Straddle Perioddeemed to begin immediately after the Closing Date; and (b) the breach ornonperformance of any covenant or agreement on the part of Buyers or Parentwith respect to Taxes contained in this Section 7.10 or Section 7.1(s).  Notwithstanding the foregoing, the Parent andthe Buyers shall not be obligated to indemnify the Seller Indemnified Partiesfor Damages attributable to Non-Income Taxes until such time as SellerIndemnified Parties’ Damages attributable to Non-Income Taxes exceed $500,000.

 

### (c)           Allocation of Straddle PeriodTaxes.  In order to apportionappropriately any Taxes relating to a Straddle Period, the parties shall, tothe extent permitted or required under applicable Law, treat the Closing Dateas the last day of the taxable year or period of each relevant entity for allTax purposes.  In any case whereapplicable Law does not permit the parties to treat the Closing Date as thelast day of the taxable year or period, the portion of any Taxes that areallocable to the portion of the Straddle Period ending on the Closing Dateshall be as follows:

###  

(i)            Taxes that are imposed on a periodicbasis and not based on income or receipts (e.g., property taxes), shall beequal to the product of such Taxes attributable to the entire Taxable periodand a fraction, the numerator of which is the total number of days in suchperiod that elapsed through the Closing Date and the denominator of which isthe number of days in such Taxable period; provided, however, that, if theamount of periodic Taxes imposed for such Taxable period reflects differentrates of Tax imposed for different periods within such Taxable period, theformula described in the preceding clause shall be applied separately withrespect to each such period within the Taxable period; and

 

(ii)           Taxes (other than those described inclause (i)) shall be computed as if such Taxable period ended on and includedthe Closing Date.

 

### (d)           Blocker Buyer.  Buyers agree that the purchaser of the HoldCoUnits will be subject to U.S. federal income taxation as a United States “C”Corporation (“Blocker Buyer”) and that Blocker will join the federalconsolidated group of which Blocker Buyer is a member after the Closing Date,such that Blocker’s federal taxable year will close as of the Closing Date.

 

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### (e)           Extraordinary Transactions.

 

(i)            Notwithstanding anything to thecontrary in this Agreement, Parent, Buyers and Blocker Buyer jointly andseverally agree to indemnify and hold harmless Seller Indemnified Parties forany Damages attributable to Taxes resulting from any transaction engaged in byParent, Buyers, Blocker Buyer, Blocker, AcquisitionCo or any Company not in theordinary course of business, other than payment of the Company Loan PaymentAmount paid by CCR at the Closing pursuant to Section 2.2(c)(i) ofthis Agreement and any repayment, or contribution to any of Blocker,AcqusitionCo or the Companies of the Blocker Note (as such term is defined in Schedule4.2(e)), occurring on or after the Closing Date after Buyers’ and BlockerBuyer’s purchase of the Millennium Units, the HoldCo Units and the OptionAgreement, including any Tax resulting from the exercise of the OptionAgreement.

 

(ii)           Notwithstanding anything to thecontrary in this Agreement, Parent, Buyers, Blocker Buyer, Blocker,AcquisitionCo, each Company, and Sellers agree to allocate all transactions notin the ordinary course of business, other than payment of the Company LoanPayment Amount paid by CCR at the Closing pursuant to Section 2.2(c)(i) ofthis Agreement and any repayment, or contribution to any of Blocker,AcqusitionCo or the Companies of the Blocker Note (as such term is defined in Schedule4.2(e)), occurring on or after the Closing Date after Buyers’ and BlockerBuyer’s purchase of the Millennium Units, the HoldCo Units, and the OptionAgreement to a Post-Closing Period or, with respect to a Straddle Period, thatportion of such Straddle Period deemed to begin immediately after the ClosingDate, as applicable, and to report such transactions on Buyers’ or BlockerBuyer’s federal Income Tax Return, as applicable, to the extent permitted byTreas. Reg. §1.1502-76(b)(1)(ii)(B) or similar principles.

 

### (f)            Returns.  (i) After the Closing Date, HoldCo shall, at its own expense, prepare or cause tobe prepared and timely file or cause to be timely filed all Tax Returns forBlocker and AcquisitionCo for all Pre-Closing Periods, and shall pay all Taxesdue for the taxable periods covered by such Tax Returns.  HoldCo shall provide Buyers with a copy ofsuch Tax Returns at least thirty (30) days prior to the due date for filingsuch Tax Returns (after taking into account any applicable extensions orwaivers) (the “HoldCo Due Date”). Buyers shall provide HoldCo with itscomments, if any, to such Tax Returns at least twenty (20) days prior to theHoldCo Due Date.  If the Buyers object ingood faith to any item reflected on such a Tax Return, HoldCo and Buyers shallattempt to resolve the disagreement in good faith.  If the parties are unable to resolve thedisagreement, the dispute shall be referred to the Independent Accounting Firm,which shall resolve the dispute no later than three (3) days prior to theHoldCo Due Date and whose determination shall be binding on the parties. Thefees and expenses of the Independent Accounting Firm shall be borne equally byHoldCo, on the one hand, and the Buyers, on the other hand. If the dispute hasnot been resolved or the Independent Accounting Firm has not made itsdetermination three (3) days prior to the HoldCo Due Date, such Tax Returnshall be filed as originally proposed by HoldCo, reflecting any itemspreviously objected to by the Buyers and agreed to by HoldCo.  When the amount of Taxes due in respect ofsuch Tax Return is finally determined by the Independent Accounting Firm, asettlement payment shall be made from HoldCo to the Buyers in an amount equalto the excess, if any, of (i) the amount finally determined to be due over(ii) the amount of Taxes actually paid by HoldCo pursuant to this Section 7.10(f)(i) withrespect to such taxable period, or from the Buyers to HoldCo in an amount equalto the excess, if any, of (i) the amount of Taxes actually paid by HoldCopursuant to 

 

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###  

### this Section 7.10(f)(i) with respectto such taxable period over (ii) the amount finally determined to be due.

###  

(ii)           After the Closing Date, the Sellersshall, at Sellers’ own expense, prepare or cause to be prepared and timely fileor cause to be timely filed all Tax Returns for the Companies for allPre-Closing Periods, and shall pay all Taxes due for the taxable periodscovered by such Tax Returns.  The Sellersshall provide Buyers with a copy of such Tax Returns at least thirty (30) daysprior to the due date for filing such Tax Returns (after taking into accountany applicable extensions or waivers) (the “Sellers Due Date”). Buyersshall provide the Sellers with its comments, if any, to such Tax Returns atleast twenty (20) days prior to the Sellers Due Date.  If the Buyers object in good faith to anyitem reflected on such a Tax Return, the Sellers and Buyers shall attempt toresolve the disagreement in good faith. If the parties are unable to resolve the disagreement, the dispute shallbe referred to the Independent Accounting Firm, which shall resolve the disputeno later than 3 days prior to the Sellers Due Date and whose determinationshall be binding on the parties The fees and expenses of the IndependentAccounting Firm shall be borne equally by the Sellers, on the one hand, and theBuyers, on the other hand. If the dispute has not been resolved or theIndependent Accounting Firm has not made its determination three (3) daysprior to the Sellers Due Date, such Tax Return shall be filed as originallyproposed by the Sellers, reflecting any items previously objected to by theBuyers and agreed to by Sellers.  Whenthe amount of Taxes due in respect of such Tax Return is finally determined bythe Independent Accounting Firm, a settlement payment shall be made from theSellers to the Buyers in an amount equal to the excess, if any, of (i) theamount finally determined to be due over (ii) the amount of Taxes actuallypaid by the Sellers pursuant to this Section 7.10(f)(ii) withrespect to such taxable period, or from the Buyers to the Sellers in an amountequal to the excess, if any, of (i) the amount of Taxes actually paid by HoldCopursuant to this Section 7.10(f)(ii) with respect to such taxable periodover (ii) the amount finally determined to be due.

 

(iii)          The Buyers shall, at their own expense,prepare or cause to be prepared and timely file or cause to be timely filed allTax Returns for Blocker, AcquisitionCo, and the Companies for all StraddlePeriods.  The Buyers shall provide HoldCoor the Sellers, as applicable, with a copy of such Tax Returns at least thirty(30) days prior to the due date for filing such Tax Returns (after taking intoaccount any applicable extensions or waivers) (the “Buyers Due Date”).  HoldCo or the Sellers, as applicable, shallprovide the Buyers with comments to such Returns, if any, at least twenty (20)days prior to the Buyers Due Date. HoldCo and the Sellers, as the case may be, shall pay to the Buyers allTaxes for which Holdco or the Sellers are liable pursuant to Section 7.10hereof with respect to any such Tax Return promptly upon the written request ofthe Buyers (the “Buyer Requested Amount”), setting forth in detail thecomputation of the amount owed.  IfHoldCo or the Sellers, as applicable, objects in good faith to any itemreflected on such a Tax Return, HoldCo or the Sellers, as applicable, andBuyers shall attempt to resolve the disagreement in good faith.  If the parties are unable to resolve thedisagreement, the dispute shall be referred to the Independent Accounting Firm,which shall resolve the dispute no later than three (3) days prior to theBuyers Due Date and whose determination shall be binding on the parties.  The fees and expenses of the IndependentAccounting Firm shall be borne equally by HoldCo or the Sellers, as applicable,on the one hand, and the Buyers, on the other hand.  If the dispute has not been resolved or theIndependent Accounting Firm has not made its determination three (3) daysprior to the Buyers Due Date, 

 

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such Tax Return shall befiled as originally proposed by the Buyers, reflecting any items previouslyobjected to by HoldCo or the Sellers, as the case may be and agreed to by theBuyers, and HoldCo or the Sellers, as applicable, shall pay to the Buyers theBuyer Requested Amount.  When the amountdue to the Buyers from HoldCo or the Sellers, as applicable, in respect of suchTax Return is finally determined by the Independent Accounting Firm, asettlement payment shall be made from HoldCo or the Sellers, as applicable, tothe Buyers in an amount equal to the excess, if any, of (i) the amountfinally determined to be due over (ii) the Buyer Requested Amount, or fromthe Buyers to HoldCo or the Sellers, as applicable, in an amount equal to theexcess, if any, of (i) the Buyer Requested Amount over (ii) theamount finally determined to be due.

 

(iv)          All Tax Returns described in this Section 7.10(f) shallbe prepared in accordance with past custom and practice of Blocker,AcquisitionCo, and the Companies, as applicable, in preparing their TaxReturns, except to the extent otherwise required by applicable Law.  Notwithstanding the foregoing, Section 7.10(j) shallexclusively govern the filing of Transfer Tax Returns and payment of TransferTaxes.

 

### (g)           Refunds and Tax Benefits. Any Tax refunds that are received byBuyers, AcquisitionCo, Blocker or any Company, and any amounts credited againstTaxes which Buyers, AcquisitionCo, Blocker or any Company Actually Realizes,that relate to Pre-Closing Periods, or, with respect to any Straddle Period, tothe portion of such Straddle Period deemed to end on and include the ClosingDate and which relates solely to Blocker, AcquisitionCo or the Companies (andnot Buyers or any of their Affiliates), shall be for the account of Sellers,and Buyers shall pay over to Sellers any such refund or the amount of any suchcredit, net of any Taxes or expenses incurred by Buyers, AcquisitionCo, Blockeror any Company relating to such Tax refund or credit, within 10 Business Daysafter receipt or entitlement thereto. Notwithstanding the foregoing, any Tax refunds or credits that arereceived by Buyers, AcquisitionCo, Blocker or any Company that are attributableto the operations or activities of AcquisitionCo, Blocker, or any Company (i) inany Post-Closing Period or in that portion of any Straddle Period deemed tobegin immediately after the Closing Date, or (ii) in any Pre-ClosingPeriod or in that portion of a Straddle Period deemed to end on and include theClosing Date to the extent such refund relates or is attributable to thecarryback of any credit, loss, deduction or other Tax item arising in orattributable to any Post-Closing Period or in that portion of any StraddlePeriod deemed to begin immediately after the Closing Date shall be for the accountof the Buyers. In addition, refunds of Taxes paid by Buyers pursuant to Section 7.10(e)(i) shallbe for the account of Buyers.

###  

### (h)           Tax Proceedings.

###  

(i)            If any third party shall notify anyof the Buyer Indemnified Parties of any audit, litigation, request for paymentor other proceeding with respect to Taxes or other payments that may give riseto indemnity under this Section 7.10 (each, a “Tax Proceeding”),such Buyer Indemnified Party shall promptly (and in any event within fifteen(15) Business Days after receiving notice of the Tax Proceeding) notify HoldCoor the Sellers, as applicable, thereof in writing; provided, however, thatfailure to give such timely notification shall not affect the indemnificationprovided under this Section 7.10, except to the extent HoldCo orthe Sellers, as applicable,  shall havebeen actually and materially prejudiced as a result of such failure.

 

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(ii)           To the extent that any Tax Proceedinginvolves a claim for Taxes of, or payments relating to, Blocker, AcquisitionCoor the Companies for any Pre-Closing Period, HoldCo or the Sellers, as the casemay be, shall at their own expense control the conduct of such TaxProceeding.  HoldCo or the Sellers, asapplicable, shall (i) consult in good faith with the Buyer IndemnifiedParties before taking any significant action in connection with the TaxProceeding that may materially adversely affect the Buyer Indemnified Parties, (ii) consultin good faith with the Buyer Indemnified Parties and offer the BuyerIndemnified Parties a reasonable opportunity to comment before submitting anywritten materials prepared or furnished in connection with the Tax Proceeding(including, to the extent practicable, any documents furnished to the applicableTax Authority in connection with any discovery request) to the extent suchmaterials concern matters in the Tax Proceeding that may materially adverselyaffect the Buyer Indemnified Parties, (iii) conduct the Tax Proceedingdiligently and in good faith, (iv) not pay, discharge, settle, compromise,litigate, or otherwise dispose (collectively, “dispose”) of any item subject tosuch Tax Proceeding to the extent such item may materially adversely affect theBuyer Indemnified Parties without obtaining the prior written consent of theBuyer Indemnified Parties; which consent shall not be unreasonably withheld,conditioned or delayed, and (v) if applicable, pay the Buyer IndemnifiedParties their allocable share, as provided for in this section, of the amountof Taxes or payments due pursuant to such disposition within five (5) BusinessDays of the due date of the payment of such amount.

 

(iii)          To the extent that any Tax Proceedinginvolves Taxes of Blocker, AcquisitionCo or the Companies for any Straddle Periodsor Post-Closing Periods, the Buyer Indemnified Parties shall at their ownexpense control the conduct of such Tax Proceeding. The Buyer IndemnifiedParties shall (i) consult in good faith with HoldCo or the Sellers, asapplicable, before taking any significant action in connection with the TaxProceeding that may materially adversely affect the Seller Indemnified Parties,(ii) consult in good faith with HoldCo or the Sellers, as applicable, andoffer HoldCo or the Sellers, as applicable, a reasonable opportunity to commentbefore submitting any written materials prepared or furnished in connectionwith the Tax Proceeding (including, to the extent practicable, any documentsfurnished to the applicable Tax Authority in connection with any discovery request)to the extent such materials concern matters in the Tax Proceeding that maymaterially adversely affect the Seller Indemnified Parties, (iii) conductthe Tax Proceeding diligently and in good faith, (iv) use reasonable bestefforts to provide HoldCo and Sellers, as applicable, with an opportunity toattend at their own expense, as an observer, settlement discussions and otherconferences and meetings relating thereto to the extent such item maymaterially adversely affect the Seller Indemnified Parties, and (v) notpay, discharge, settle, compromise, litigate, or otherwise dispose(collectively, “dispose”) of any item subject to such Tax Proceeding to theextent such item may materially adversely affect the Seller Indemnified Partieswithout obtaining the prior written consent of HoldCo or the Sellers, asapplicable, which consent shall not be unreasonably withheld, conditioned ordelayed. HoldCo or the Sellers, as applicable, shall pay the Buyer IndemnifiedParties their allocable share, as provided for in this section, of the amountof Taxes or payments due pursuant to such disposition within five (5) BusinessDays of the due date of the payment of such amount.

 

### (i)            Tax Sharing Agreements. All Tax sharing agreements or similar agreements with respect to orinvolving Blocker, AcquisitionCo or the Companies shall be 

 

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### terminated as of the Closing Date and, after theClosing Date, none of Blocker, AcquisitionCo or the Companies shall be bound thereby or have any liabilitythereunder.

###  

### (j)            Transfer Taxes.  Except with respect to the PennsylvaniaGaming Fee, all transfer, documentary, sales, use, stamp, registration andother such Taxes and fees (including any penalties and interest) incurred inconnection with the transactions contemplated by this Agreement shall be paid50% by the Buyers, on the one hand, and 50% by the Sellers, on the otherhand.  If the Pennsylvania Gaming Feeshall become due as a result of the sale from the Sellers to the Buyers of WTA,such fee shall be split equally between the Sellers, on the one hand, and theBuyers, on the other hand.  The Buyerswill, at their own expense, file all necessary Tax Returns and otherdocumentation with respect to all such transfer, documentary, sales, use,stamp, registration and other Taxes and fees, and, if required by applicablelaw, the Sellers will join in the execution of any such Tax Returns and otherdocumentation.  The Sellers shall pay tothe Buyers, no later than five (5) days before the due date of any Taxesdescribed in this Section 7.10(j), Sellers’ share of such Taxes,and the Buyer shall pay the full amount of such Taxes owed to the appropriateTax Authority.

###  

### (k)           Certain Amended Returns.  The Buyers, AcquisitionCo and Blocker shallnot amend, or cause to be amended, any material Tax Return with respect toIncome Taxes that includes the period that includes the LandCo Dispositionwithout the approval of HoldCo, if such amendment would give rise to anindemnification obligation on the part of HoldCo pursuant to Section 7.10(c)(i) ofthis Agreement, which approval shall not be unreasonably withheld or delayed.

###  

### (l)            Cooperation.  The Buyers and Blocker and AcquisitionCo onthe one hand, and HoldCo and the Sellers on the other hand, shall cooperatefully, as and to the extent reasonably requested by the other party, inconnection with the filing of Tax Returns pursuant to this Section 7.10and any Tax Proceeding subject to Section 7.10(h) and shallprovide prompt notice to the other party of any notice received from any TaxAuthority that could reasonably affect the Tax liability of such otherparty.  Such cooperation shall includethe retention and (upon the other party’s request) the provision of records andinformation that are reasonably relevant to any such Tax Proceeding  and filing of Returns and making employeesavailable on a mutually convenient basis to provide additional information andexplanation of any material provided hereunder. The Buyers, Blocker,AcquisitionCo, HoldCo, and the Sellers shall each preserve and keep all booksand records with respect to Taxes and Tax Returns of Blocker, AcquisitionCo,and the Companies in such party’s possession as of the Closing Date, or aslater come into such party’s possession, until the expiration of the applicablestatute of limitations and shall give reasonable written notice to the otherparty prior to transferring, destroying or discarding any such information,returns, books, records or documents and, if the other party so requests, allowthe other party to take possession of such information, returns, books, recordsor documents.  The party requestingassistance hereunder shall reimburse the other for reasonable out-of-pocketcosts and expenses incurred in providing such assistance.  The Buyers and Blocker and AcquisitionCo onthe one hand, and HoldCo and the Sellers on the other hand, further agree, uponrequest, to use their reasonable efforts to obtain any certificate or otherdocument from any Tax Authority or any other Person as may be necessary tomitigate, reduce or eliminate any Tax that could be imposed (including withrespect to the transactions contemplated by this Agreement).

 

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### (m)          Except for matters set forth on Schedule7.10 of the Sellers Disclosure Schedules or as otherwise specificallyprovided in this Agreement, without the prior written consent of the Buyers(which consent shall not be unreasonably withheld, conditioned or delayed),each of Blocker and AcquisitionCo from the date hereof until the Closing Dateshall not: (i) make, amend or revoke any material Tax election, (ii) settleor compromise any material Tax liability, claim or assessment, or agree to anyadjustment of any material Tax attribute, (iii) file any amended materialTax Return, (iv) enter into any material “closing agreement” within themeaning of Section 7121 of the Code (or any material comparable agreementunder state, local or foreign law), (v) surrender any right to claim amaterial Tax refund, (vi) consent to waive any statute of limitations withrespect to material Taxes.

###  

### (n)           Survival.  The indemnification obligations pursuant tothis Section 7.10 shall survive the Closing until ninety (90) daysfollowing the expiration of the applicable statute of limitations (includingany extensions thereof) relevant to each particular item provided that ifnotice of indemnification under Section 7.10 is provided to theindemnifying party, as applicable, prior to any such expiration date, anyobligation to indemnify for any claim described in such notice shall continueindefinitely until such claim is finally resolved.  For the avoidance of doubt, notwithstandinganything to the contrary in this Agreement, the representations set forth in Section 4.2(f) andSection 5.11 of this Agreement shall survive until 90 days afterthe expiration of the applicable statutes of limitation.

###  

### (o)           Exclusivity.  Except as otherwise provided in Article 10,all issues relating to Tax matters associated with Blocker, AcquisitionCo, andthe Companies shall be governed exclusively by the provisions of this Section 7.10.  Principles equivalent to Section 10.3(d) and(e) shall apply for purposes of this Section 7.10.

###  

## 7.11.        LandCoDisposition.  Prior to the Closing, HoldCo shall cause (i) allof the equity interests in LandCo or (ii) all of the assets andliabilities of LandCo, to be sold or otherwise transferred to a third partythat will be unaffiliated with CCR after the Closing; provided, Bill Wortmanand any entities that he controls or is affiliated with shall not be consideredan Affiliate of the Companies after the Closing.  In the event that the assets and liabilitiesof LandCo are sold or otherwise transferred, then HoldCo shall cause LandCo to eitherbe liquidated or otherwise removed as a direct or indirect subsidiary ofBlocker and AcquisitionCo.  Theagreements and arrangements relating to the sale or transfer of such interests,or assets and liabilities, shall include a full and unconditional release andindemnification of each of the Companies, which shall survive the Closing, forany and all Liabilities of, or arising in connection with or related to, LandCoincluding all Liabilities of the Companies under the existing Nevada Palacelease, but excluding any Liabilities arising after the Closing under theAmended Nevada Palace Lease.  Thetransactions described in the previous two sentences shall be referred to asthe “LandCo Disposition.”

##  

## 7.12.        ExcludedOpportunities.  The Buyers acknowledge that neither any Buyernor its Affiliates nor the Companies has any right, title or interest to theRockingham Opportunity, the Tejon Opportunity, any other Excluded Opportunityor the agreement set forth on Schedule 7.12 of the Sellers DisclosureSchedules.  The agreements andarrangements relating to the transfer of the assets, liabilities, contracts andagreements related to each Excluded Opportunity shall include a full andunconditional release and indemnification of each of the 

 

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## Companies, which shall survive the Closing, for anyand all Liabilities of, or arising in connection with or related to, theExcluded Opportunities.  Any moneysreceived by the Companies on or prior to the Closing Date with respect toreceivables related to the Rockingham Opportunity may be included in theCompany Loan Payment Amount or may reduce the amount of the Remaining AccruedLiabilities.

##  

## 7.13.        Assistance and Records. The Buyers shall retain, and cause each Company to retain, all books andrecords relating to the conduct of the Business prior to the Closing Date for aperiod of at least six years from the date hereof.  The Sellers and their Representatives shallhave the right during business hours, upon reasonable notice to the Buyers, toinspect and make copies of any such records in order to prepare its financialstatements, Tax returns and other documents and reports that the Sellers or anyof their Affiliates are required to file with Governmental Entities or anystock exchange on which their securities may be listed, all at the sole costand expense of the Seller(s) requesting such records.

##  

## 7.14.        Guarantee.

##  

### (a)           The Parent absolutely,unconditionally and irrevocably guarantees to the Sellers the due and punctualobservance, performance and discharge of all of the covenants, agreements,obligations and liabilities of the Buyers pursuant to this Agreement, whetherfixed, contingent, now existing or hereafter arising, created, assumed,incurred or acquired from the date hereof through the Closing Date (the “Obligations”).

###  

### (b)           The Parent agrees that theobligations of the Parent hereunder shall not be released or discharged, inwhole or in part, or otherwise affected by (i) the failure of the Sellersto assert any claim or demand or to enforce any right or remedy against the anyof Buyers, (ii) any change in the time, place or manner of payment of anyof the Obligations or any rescission, waiver, compromise, consolidation orother amendment or modification of any of the terms of provisions of thisAgreement, (iii) any change in the corporate existence, structure orownership of any of the Buyers, (iv) any insolvency, bankruptcy,reorganization or other similar proceeding affecting any of the Buyers, (v) anylack of validity or enforceability of this Agreement, (vi) the existenceof any claim, set-off or other rights which the Parent may have at any timeagainst the Sellers or any of the Buyers, whether in connection with theObligations or otherwise, and (vii) any other act or omission which mightin any manner or to any extent vary the risk of the Parent or otherwise operateas a release or discharge of the Parent, all of which may be done withoutnotice to the Parent.  The Sellers shallnot be bound or obliged to exhaust their recourse against the Buyers or pursueany other remedy whatsoever before being entitled to demand the satisfaction ofthe Obligations by the Parent hereunder. To the fullest extent permitted by law, the Parent hereby expresslywaives any and all rights or defenses arising by reason of any law which wouldotherwise require any election of remedies by the Sellers.  The Parent acknowledges that it will receivesubstantially direct and indirect benefits from the transactions contemplatedby this Agreement and that the waivers set forth herein are knowingly made incontemplation of such benefits. Notwithstanding anything to the contraryherein, the Parent’s obligations under this guarantee shall be subject to anyand all claims, defenses, setoffs or other rights of or available to theBuyers.

 

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### (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.

###  

## 7.15.        GamingOpportunity.  On and after the date hereof and prior to theClosing Date, each of Millennium and CCR shall, and shall cause each of Mr. Paulosand Mr. Wortman to, offer to CCR first all of their right, title andinterest in or to any gaming opportunity offered to any of the Companies ortheir respective directors or officers, including Messrs. Wortman andPaulos, whether acquired by them before, on or after the date of thisAgreement, by written notice to CCR and to the Buyers that describes the gamingopportunity in reasonable detail, including the terms, conditions and statusthereof; provided, however, that each of (a) the gaming opportunity atRockingham Park in New Hampshire (the “Rockingham Opportunity”) and (b) thegaming opportunity at Tejon Ranch in California (the “Tejon Opportunity”)shall be excluded from this provision and shall be an opportunity solely of theSellers to pursue and shall not be required to be offered to CCR and the Buyerspursuant to this Section 7.15. If the Buyers want CCR to pursue any gaming opportunity presented to it,then it may accept such offer in writing (the “Accepted Gaming Opportunity”) within thirty (30) days afterthe receipt of such offer (or such shorter period as may be required by theterms of the gaming opportunity).  If theBuyers do not accept the gaming opportunity, then Millennium, Mr. Paulosand Mr. Wortman and any of their respective Affiliates, partners,co-venturers or other interested parties, shall be free to pursue such gamingopportunity (such gaming opportunities, collectively with the RockinghamOpportunity and the Tejon Opportunity, the “Excluded Opportunities”).  The Parent and the Buyers acknowledge andagree that nothing contained herein shall (i) prevent CCR or the Companiesfrom developing the Excluded Opportunities or incurring costs and expenses withrespect to such development prior to the Closing, so long as CCR and theCompanies do not retain any obligations or Liabilities with respect to suchExcluded Opportunities following the Closing or (ii) obligate HoldCo orany Affiliate of Oaktree Capital Management (other than Millennium and theCompanies) to present any gaming opportunities to the Buyers.  The costs and expenses of development of theAccepted Gaming Opportunity shall be budgeted by CCR and approved by theBuyers, and the Buyers shall reimburse CCR prior to the Closing for all costsand expenses incurred in pursuit of any Accepted Gaming Opportunity.

##  

## 7.16.        Constructionof the Projects.

##  

### (a)           Obligation of the Sellers and theCompanies.  With respect to theconstruction of each Project, the Sellers and the Companies shall, prior toClosing, (i) diligently pursue such Project to Final Completion in a goodand workmanlike manner and in substantial compliance with its applicableTimetable, Construction Contracts and Laws and requirements of GovernmentalEntities having jurisdiction over such Project, (ii) obtain and maintainin existence all licenses, permits and approvals required under applicable Lawsto be obtained by the Companies in connection with the construction of suchProject and (iii) pay all costs and expenses properly incurred inconnection with the construction of such Project when due and payable andobtain appropriate lien waivers in connection with such payments.  The parties acknowledge that the Buyers mayrequest changes in scope or other material changes at any time to a Project,which shall be (A) subject to the parties’ reaching prior writtenagreement with respect to any such material change and the amount of additionalcost or additional time (if any) arising from such material change and (B) atthe Buyers’ sole cost and expense.

 

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### (b)                         Iterative Review of Plans andSpecifications.

###  

#### (i)                                    Plans and Specifications, as identifiedon Exhibit L, have been completed for the Cannery East and arehereby approved by the Buyers.

####  

#### (ii)                                 The Sellers shall cause schematicdrawings to be prepared for the Meadows Projects that shall (A) besubstantially consistent with and a logical evolution from the Project Brieffor the Meadows Projects and (B) be submitted to the Buyers for theirreview and approval, which approval cannot be unreasonably conditioned,withheld or delayed (the schematic drawings so approved by the Buyers arereferred to herein as the “Approved Schematic Drawings”).

####  

#### (iii)                              Subsequent to the preparation, submission and approvalof the Approved Schematic Drawings, the Sellers shall cause design developmentdocuments to be prepared for the Meadows Projects that shall be (A) substantiallyconsistent with the Project Brief for the Meadows Project, as it may have beenmodified by the Approved Schematic Drawings, (B) a logical evolution from theApproved Schematic Drawings, and (C) submitted to the Buyers for theirreview and approval, which approval cannot be unreasonably conditioned,withheld or delayed; provided that in no event may the Buyers disapprove designdevelopment documents that are consistent with and a logical evolution from theApproved Schematic Drawings (the design development documents so approved bythe Buyers are referred to herein as the “Approved Design DevelopmentDocuments”).

####  

#### (iv)                             Subsequent to the preparation, submissionand approval of the Approved Design Development Documents, the Sellers shallcause construction drawings to be prepared for the Meadows Projects that shallbe (A) substantially consistent with the Project Brief for the MeadowsProject, as it may have been modified by the Approved Schematic Drawings andthe Approved Design Development Documents, (B) a logical evolution fromthe Approved Design Development Documents, and (C) submitted to the Buyersfor their review and approval, which approval cannot be unreasonablyconditioned, withheld or delayed; provided that in no event may the Buyersdisapprove construction drawings and specifications that are consistent withand a logical evolution from the Approved Design Development Documents (theconstruction drawings so approved by the Buyers are referred to herein as the “ApprovedConstruction Documents”).

####  

#### (v)                                To the extent that the Approved Construction Documents address the samematters as any inconsistent Plans and Specifications 

 

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#### contained in, or incorporated by reference into, the MeadowsProject Brief, the Approved Construction Documents shall supersede suchinconsistent Plans and Specifications.

####  

#### (vi)                              Notwithstanding any contrary provisioncontained herein, the parties acknowledge and agree that in no event shall theOwner Cost Items described in the Meadows Project Brief be modified orsuperseded, except with the written consent of the parties.

####  

### (c)                                  Management of Construction. With respect to the construction ofeach Project, the Sellers and the Companies may enter into, terminate, extendor otherwise amend, modify, or waive rights under, or authorize the execution,termination, extension or other amendment or modification of, or waiver ofrights under, any document relating to construction of a Project, other thanthe Project Brief for such Project, but including the Construction Contracts,the Applicable Meadows Construction Documents, the Plans and Specifications,Budget, Timetable, and Owner Cost Items (excluding Fixed Cost Items, the numberof slot machines, in the case of the Meadows Projects, and the number of slotmachines and tables, in the case of the Cannery East Project) (each, a “DevelopmentModification”); provided that with respect to Development Modifications(including change orders) the Sellers shall (i) provide the Buyers withthe ordinary review privileges as otherwise set forth in this Agreement, (ii) providethe Buyers reasonable notice prior to making any material Development Modifications,(iii) consult with the Buyers in good faith and consider any materialconcerns or suggestions that the Buyers may express in regard to any materialDevelopment Modification, and (iv) not make any Development Modificationwhich, considered individually or in the aggregate with other DevelopmentModifications, would reasonably be expected to materially delay the completionof such Project or materially change the overall quality, appearance or utilityof the Project as described in the Project Brief (as it may be superseded bythe Approved Construction Documents) including the Project’s (A) architecturalprogram, (B) quality, (C) general floor plan and layout of gamingfacilities including mix and number of gaming machines, (D) number or sizeof hotel rooms or type or quantity of hotel amenities, (E) restaurant typeor seating or service capabilities, or (F) any other Project programcomponent which would be reasonably expected to cause a material decrease inpost-completion revenues derived from the Business at such Project.  Prior to making a Development Modification ofthe type described in clause (iv) of this Section 7.16(c), theSellers shall (X) provide the Buyers with (1) written notice of theSellers’ desire to make such Development Modification and (2) suchinformation as the Buyers may reasonably request to determine if such proposedDevelopment Modification is in the best interest of the Companies and theBusiness, and (Y) obtain the Buyers’ written consent to such DevelopmentModification, which consent shall not be unreasonably withheld, conditioned ordelayed.  As used herein, “ApplicableMeadows Construction Documents” shall mean the Approved ConstructionDocuments as they have been modified through Development Modifications pursuantto the terms of this Section 7.16(c).

###  

### (d)                                 Sellers and Buyers agree to furtherdiscuss and in good faith endeavor to amend the Project Briefs on or before January 31,2008, and the Project Briefs as so amended shall be deemed to be the ProjectBriefs for all purposes of this Agreement; provided, however, that if Sellersand Buyers fail to so amend the Project Briefs then the Project Briefs in theforms attached hereto shall be the Project Briefs for all purposes hereunder.

 

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## 7.17.                         Construction Information and OtherMatters.

##  

### (a)                                  Information. Each of the Sellers and CCR shall provide the Buyers, their agents andtheir Representatives access to the Projects at all reasonable times and withsuch financial information, progress reports and other relevant informationrelating to the Projects as set forth in this Section 7.17 or thatthe Buyers may reasonably request. Without limiting the generality of the foregoing, the Sellers shall andshall cause the Company to: (a) within three (3) Business Days ofdelivery to the Administrative Agent or Bank Construction Consultant, provideto the Buyers (if not previously provided) copies of all Budgets, Timetablesand Plans and Specifications and all other information provided to theAdministrative Agent and/or the Bank Construction Consultant pursuant to theBank of America Facilities and/or to the Gaming Authorities; (b) withinthree (3) Business Days of delivery to or receipt from the AdministrativeAgent or Bank Construction Consultant, provide to the Buyers copies of allmaterial communications pertaining to the Projects and the progress andfinancial condition of the Projects provided to or by the Gaming Authoritiesand/or the Administrative Agent and/or the Bank Construction Consultantpursuant to the Bank of America Facilities or otherwise, including MonthlyProgress Reports, Monthly Construction Draw Packages, In-Balance Certificates,Applications and Certifications for Payment and Completion Certificates (assuch terms are defined in the credit agreements for the Bank of AmericaFacilities); (c) give the Buyers prompt notice of any cost overruns ordeviations from or amendments to any of the Budgets, Timetables or Plans andSpecifications; (d) allow the Buyers to review construction progresscompared to any of the Budgets, Timetables and Plans and Specifications; and (e) allowthe Buyers or the Buyer Construction Consultant to attend constructionmeetings.

###  

### (b)                                 Objections.  The Buyersand each of the Sellers and CCR agree to notify the other of any defective ornon-conforming workmanship identified in the construction of a Project and anymaterial deviations from the Plans and Specifications, Budgets and Timetablesof which it becomes aware, in each case as soon as reasonably practicable uponbecoming aware thereof and, in any event, at the next constructionmeeting.  The Sellers agree to cooperatewith the Buyers to resolve any issues raised by the Buyers in the course ofconstruction and to pursue any rights it may have under the applicableConstruction Contract to correct such work. The Future Capital Payment and Excess Costs shall not include amountsrequired for a Project to be in substantial conformity with the Project’s Plansand Specifications, to the extent that (i) any of the Buyers requested inwriting the change (other than any such change required by Law) that results inthe substantial nonconformance in the Project’s Plans and Specification, or (ii) anyof the Buyers had knowledge or ought reasonably to have been aware of the issuecausing the nonconformance and the Buyers failed to notify the Sellers inwriting regarding the nonconformity; provided, that the Buyers shall not berequired to provide written notice of any nonconformity, if such nonconformityis recorded in the minutes of a construction meeting; provided, further,however, that the Buyers shall be required to provide written notice of anyobjection by the Buyers to the course of action to be taken by the Sellers withrespect to such nonconformity as recorded in the minutes of a constructionmeeting.

###  

### (c)                                  Other Matters. Each of the Sellers and CCR shall, and shall cause each of the otherCompanies to:

 

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#### **(i)****                                   **for each Project, in the event that anyof the Companies obtains increased title coverage for the benefit of a lender,then, at the same time as such increased title insurance coverage is providedto a lender, such Company shall provide copies to Buyers of, appropriateendorsements to each of the Companies’ owner’s or leasehold title insurancepolicies, as applicable, to provide increased title insurance coverage inamounts equal to or greater than the amounts provided for the benefit of alender under the Debt Facilities;

####  

#### **(ii)****                               **for each Project for which Completionoccurs prior to the Closing and for which an “as built” ALTA survey is providedto a lender, deliver to the Buyers, a copy of such “as built” ALTA survey, atthe same time that such a survey is provided to a lender; and

####  

#### **(iii)****                           **for Projects where construction willcontinue after Closing, Sellers and CCR will (A) use their reasonable bestefforts to cause all agreements entered into by any of the Companies relatingto such construction to permit pledges of the Companies’ interests in such agreementsto lenders, (B) use commercially reasonable efforts to obtain and deliverto the Buyers at Closing estoppel certificates in the form attached hereto as Exhibit Pdated within thirty (30) days of Closing from counterparties to ConstructionContracts to which any Seller is a party, and (C) cooperate with theBuyers to facilitate the transition of construction to the Buyers.

####  

### (d)                                 Final Completion. Prior to the Closing, the Sellers maydeliver written notice to the Buyers stating that a Project has reached FinalCompletion (the “Final Completion Notice”).  The Buyers may dispute the conclusion thatthe Project has reached Final Completion as set forth in the Final CompletionNotice by following the procedures set forth in Exhibit W.  Upon agreement by the Buyers and the Sellersthat such Project has reached Final Completion or after the final resolution ofsuch dispute pursuant to the procedures set forth in Exhibit Wdetermining that such Project has reached Final Completion (if the Buyersdispute the Final Completion Notice), such Project shall have reached FinalCompletion for purposes of this Agreement. If it is determined through dispute resolution procedures pursuant tothis Section 7.17(d) that Final Completion has been reached, then theBuyer Construction Consultant shall be deemed to have issued the FinalCompletion Certificate.

###  

## 7.18.                          Pennsylvania Condition Certificate.

##  

### (a)                                  If the Sellers have not theretoforedelivered a Completion Certificate for the Meadows Casino Project and have notopened and commenced operating the Permanent Meadows Casino in compliance withthe requirements of Section 1207(17) of the Pennsylvania Act, then no morethan thirty days prior to the date that the Sellers reasonably expect that theBuyers will receive the Gaming Approvals, the Sellers may provide the Buyerswith a written notice (the “Pre-Completion Closing Notice”).  The Pre-Completion Closing Notice shallinclude the following: (i) the estimated date on which the Sellers expectthe Closing to occur, (ii) the date 

 

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### on which the Sellers reasonably expect Completion ofthe Meadows Casino Project to occur (the “Estimated Completion Date”)and whether the Estimated Completion Date is reasonably expected to be on or beforethe Pennsylvania Date; and (iii) all information and materials reasonablynecessary or thereafter reasonably requested by the Buyers for verification ofthe Sellers’ Estimated Completion Date. If the Buyers elect the ClosingExtension pursuant to Section 3.2, then the Sellers shall use theircommercially reasonable efforts to obtain approval from the Pennsylvania GamingControl Board to extend the Pennsylvania Date to a date on or after theEstimated Completion Date.

###  

### (b)                                 Within ten (10) Business Days afterthe Pre-Completion Closing Notice has been received by the Buyers, the Buyersshall provide the Sellers either (i) written notice of acceptance (“Noticeof Acceptance”) of the Sellers’ Pre-Completion Closing Notice, or (ii) writtennotice of the Buyers’ objection (“Notice of Objection”) to the Sellers’Pre-Completion Notice.  Any Notice ofObjection must include all information and materials within the Buyers’possession or control and reasonably necessary for verification of the Buyers’basis for objection.  If (i) thePre-Completion Closing Notice conspicuously states that the Buyers will bedeemed to have given a Notice of Acceptance if the Buyers fail to provide aNotice of Objection within the specified response period, and (ii) theBuyers for any reason fail to provide Notice of Objection within the specifiedresponse period, then the Buyers shall be deemed to have given a Notice ofAcceptance.

###  

### (c)                                  If the Buyers deliver a timely and validNotice of Objection to the Sellers, the Buyers and the Sellers shall negotiatein good faith for not more than ten (10) days to resolve the Buyers’objections, and any objections that are resolved by a written agreement betweenthe Buyers and the Sellers shall be final and binding.  If the Buyers and the Sellers fail to reachan agreement with respect to all matters set forth in such Notice of Objection,they shall immediately proceed to resolve the Buyers’ objections pursuant tothe dispute resolution procedures set forth in Exhibit W.  For the avoidance of doubt, the PennsylvaniaCondition to Closing shall not be deemed to have been satisfied so long as anysuch objections remain unresolved.

###  

## 7.19.                        No Assignment if Breach.

##  

### (a)                                  The Sellers agree to use commerciallyreasonable efforts to obtain all consents listed on Schedule 7.19 of theSellers Disclosure Schedules. Notwithstanding anything contained in this Agreement to the contrary,this Agreement shall not constitute an agreement to effect a change in, ortransfer, assign or assume, any Contract, if the attempted change in, ortransfer, assignment or assumption of the same, as a result of the absence ofthe consent or authorization of a third party, would constitute a breach ordefault under any Contract, would violate any Law or would materially increasethe obligations of the Buyers or the Sellers with respect thereto.  If any such consent or authorization is notobtained, then the Buyers and the Sellers shall enter into such cooperativearrangements as may be reasonably acceptable to the Buyers and the Sellers, butwhich shall not, in any event, result in a breach or default under anyContract, violate any Law or materially increase the obligations of the Buyersor the Sellers with respect thereto.

###  

### (b)                                 In the event that the consent for theContract identified on Schedule 7.19(b) of the Sellers DisclosureSchedules is not obtained from the relevant third party prior to 

 

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### Closing then the Closing Payment and the PurchasePrice shall be reduced by $25,000,000 (Twenty-five Million Dollars) (the “PropertyAdjustment Amount”); provided, that upon any such reduction, any rights andinterests in such Contract and the operations located at the premises that arethe subject of such Contract (if any) shall be retained by the Sellers or anAffiliate thereof; provided, further, that any termination payment paid orpayable with respect to such Contract shall be for the account of the Sellers.

###  

### Commencing as soon as practicable and continuing untilthe earlier to occur of Closing or the receipt of the “Consent and EstoppelCertificates” and “NDAs” (as defined below), the Sellers shall use commerciallyreasonable efforts (a) to cause the sublandlord and prime landlord toexecute and deliver any consents of the sublandlord and the prime landlordrequired in connection with the transactions contemplated by this Agreement, aswell as estoppel certificates from the sublandlord and prime landlord(collectively, the “Consent and Estoppel Certificates”), and (b) ifthere are any feehold or leasehold mortgage(s) or deed(s) of trustencumbering the interest(s) of the sublandlord or the prime landlord inthe premises described by the Contract identified on Schedule 7.19(b),to obtain fully executed nondisturbance agreements from the mortgagees orbeneficiaries thereof (the “NDAs”), in each case in form and substanceacceptable to the Buyers, such acceptance not to be unreasonably conditioned,withheld or delayed.  The Buyers shallreasonably cooperate in the Sellers’ efforts to obtain such Consent andEstoppel Certificates and NDAs, and such cooperation shall include (x) providingsuch information regarding the Buyers or Parent and their respective personnel,plans for the premises described by the Contract identified on Schedule 7.19(b) orcasino operations as reasonably requested by prime landlord or sublandlord and (y) executingany amendments to the Contract identified on Schedule 7.19(b) orother documents or agreements that are not materially adverse to the subtenantor to the Buyers or their Affiliates. Neither the Sellers nor the subtenant shall agree to any amendment tothe Contract identified on Schedule 7.19(b) or any otherarrangements relating to such Contract without the Buyers’ prior writtenconsent, which shall not be unreasonably conditioned, withheld or delayed.  In the event the Consent and EstoppelCertificates (and the NDAs, if applicable) are delivered to the Buyers prior toClosing, the Closing Payment and Purchase Price shall not be reduced by theProperty Adjustment Amount.

###  

## 7.20.                        FIRPTA Certificates.

##  

### (a)                                  The Buyers shall have received fromHoldco a duly executed certificate (“FIRPTA Certificate”) that complieswith the requirements of either Section 1445(b)(2) or Section 1445(b)(3) ofthe Code and the Treasury Regulations promulgated thereunder; notwithstandinganything to the contrary herein, if Holdco fails to deliver a FIRPTACertificate, the parties shall proceed with the Closing and the Buyers shall beentitled to withhold the amount required to be withheld pursuant to Section 1445of the Code from the Purchase Price.

###  

### (b)                                 The Buyers shall have received fromMillennium a duly executed FIRPTA Certificate that complies with therequirements of either Section 1445(b)(2) or Section 1445(e)(5) ofthe Code and the Treasury Regulations promulgated thereunder; notwithstandinganything to the contrary herein, if Millennium fails to deliver a FIRPTACertificate, the parties shall proceed with the Closing and the Buyers shall beentitled to withhold the amount required to be withheld pursuant to Section 1445of the Code from the Purchase Price.

 

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##  

## 7.21.                        Repayment of Loan Obligations.

##  

### (a)                                  The Sellers shall deliver to the Buyers,not less than five (5) Business Days prior to the Closing Date, astatement which shall set forth a reasonably detailed good faith estimate, asof the Closing Date, of the calculation of the Loan Payoff Amount.

###  

### (b)                                 At or prior to the Closing, in connectionwith the foregoing and with respect to any Encumbrances on any assets of theCompanies that in whole or in part were security for the Debt Facilities (the “CompanyLiens”), each of the Sellers and CCR shall, and shall cause each of theother Companies to, negotiate and enter into appropriate agreements with thelenders under the Debt Facilities to obtain as of the Closing evidence of therepayment of the Loan Payoff Amount and the release of all Company Liens (the “Payoffand Release of Liens”).  To theextent applicable, such Payoff and Release of Liens shall include (i) payoffletters and other written documentation evidencing the release, as of theClosing Date and after giving effect to the payments contemplated by suchpayoff letters pursuant to this Section 7.21(b), of the Companiesfrom any and all obligations and Liens under or in connection with anyIndebtedness under the Debt Facilities, including the release of all Liens uponor in any of the respective properties and assets of, and any guarantees by,any of the Companies arising under or in connection with the Debt Facilities;and (ii) the delivery of Uniform Commercial Code amendments or collateralchange statements (in each case terminating Uniform Commercial Code financingstatements of record), discharges or other appropriate termination statements,recordings and other actions in connection with the Payoff and Release ofLiens.

###  

### (c)                                  At the Buyers’ request, the Sellers andthe Companies shall use commercially reasonable efforts (at Buyers’ expense) tocooperate with the Buyers to enable the Companies to refinance the DebtFacilities at the Closing; provided that there shall be no adverse consequenceto Sellers or the Companies therefrom; and, provided further, that the Sellersand the Companies shall not (1) have any liability or obligation arisingfrom such refinancing, except any liability or obligation of the Companies (andnot Sellers) arising on or after the Closing; (2) be required to take anyaction that would interfere with the ongoing operations of the Companies,conflict with or violate any of the Sellers’ or the Companies’ organizationaldocuments, laws or agreements, require the approval of any Gaming Authorities,cause any representations or warranties in this Agreement to be breached or anycondition to Closing in Article 8 to fail to be satisfied or otherwisecause a breach of this Agreement; (3) execute or deliver any agreements ordocuments in connection with such refinancing or become subject to any lien orsecurity interest thereunder, except by or with respect to the Companies if noapproval or consent of any Gaming Authority is required and if effective onlyon or after the Closing; or (4) be required to pay any fees or expenses inconnection therewith, including commitment fees.  The Sellers, the Companies and the Buyers agreeto negotiate in good faith to amend the provisions related to the flow of fundsto effectuate such refinancing, if appropriate and without any adverseconsequence to the Sellers or the Companies. The Parent and the Buyers shall jointly and severally indemnify, defend,save and hold harmless the Seller Indemnified Parties from and against any andall Damages (without duplication) arising out of, relating to, resulting fromor in connection with such refinancing.

 

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### (d)                                 At or prior tothe Closing, Holdco shall cause the Blocker Note to be eliminated by causingBlocker to repay the Blocker Note (as such term is defined in Schedule 4.2(e))or by contributing the Blocker Note to the capital of Blocker.

###  

## 7.22.                        Activities of AcquisitionCo and Blocker. During the time period between the date hereof and the Closing Date,neither AcquisitionCo nor Blocker shall conduct any business or operations,other than actions taken in connection with holding the AcquisitionCo Units,the CCR Units and interests in the Excluded HoldCo Subsidiaries, and shall notincur any Liabilities, other than statutory obligations or obligations undertheir respective Governing Documents as in effect on the date hereof.

##  

## 7.23.                        [Intentionally Left Blank]

##  

## 7.24.                        Amended Nevada Palace Lease;Subordination, Non-disturbance and Attornment Agreement. On or before the Closing Date, the Sellers and CCR shall cause thefollowing to be fully executed and delivered by all parties so that each of thesame is valid and binding and in full force and effect as of the Closing Date: (i) theAmended Nevada Palace Lease, and (ii) the Subordination, Non-disturbanceand Attornment Agreement in the form attached hereto as Exhibit Yfrom Nevada State Bank (or its successor, and any other person or entity thatas of Closing has a deed of trust or other lien on or security interest in theland described in the Amended Nevada Palace Lease) in favor of the Lessee underthe Amended Nevada Palace Lease (but only in the event that such deeds oftrust, other liens on or security interests in the land described in theAmended Nevada Palace Lease remain outstanding).

##  

## 7.25.                        Termination of Affiliate Agreements;Release of Claims.

##  

### (a)                                  Each of the Sellers shall, and shallcause each of the applicable Companies to, terminate the Millennium ManagementAgreement effective at the Closing.  Eachof the Sellers shall cause the Oaktree Purchase Agreement to be terminated withrespect to any and all of the rights and obligations of each of the Companiesthereunder.

###  

### (b)                                 Each of the Sellers, on its own behalfand on behalf of its Affiliates and all Persons entitled to assert on each suchSeller’s behalf, irrevocably and unconditionally releases and foreverdischarges each of the Companies from any and all claims, charges, complaints,demands, proceedings, causes of action, orders, obligations, contracts,agreements, debts and liabilities whatsoever, whether known or unknown,suspected or unsuspected, contingent or actual, both at law and in equity,which each such Seller now has, has ever had or may hereafter claim to haveagainst the respective Companies arising contemporaneously with or prior to thedate hereof, on account of, or arising out of, or relating in any way to, anymatter, cause, transaction or event occurring contemporaneously with or priorto the Closing Date pursuant to any Affiliate Agreement or in respect of suchSeller’s interest in any of the Companies; provided, nothing contained in this Section 7.25(b) shalloperate to release any agreements, indemnities, liabilities, covenants or otherobligations between the Sellers.

###  

### (c)                                  From and after the Closing, each of theBuyers, on its own behalf and on behalf of its Affiliates and all Personsentitled to assert on each such Buyer’s behalf, irrevocably and unconditionallyreleases and forever discharges each of the Sellers from any and all claims, 

 

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### charges, complaints, demands, proceedings, causes ofaction, orders, obligations, contracts, agreements, debts and liabilitieswhatsoever, whether known or unknown, suspected or unsuspected, contingent oractual, both at law and in equity, which any Company now has, has ever had ormay hereafter claim to have against any of the Sellers arisingcontemporaneously with or prior to the date hereof, on account of, or arisingout of, or relating in any way to, any matter, cause, transaction or eventoccurring contemporaneously with or prior to the Closing Date pursuant to anyAffiliate Agreement (other than any claim for fraud or breach of contract);provided that, nothing contained in this Section 7.24(c) shalloperate to release any agreements, indemnities, liabilities, covenants or otherobligations of any Seller or any other Person arising under this Agreement orany of the Other Documents.

###  

### (d)                                 Each Releasor expressly waives all rightsafforded by Section 1542 of the Civil Code of California (“Section 1542”)or any statute or common law principle of similar effect in any jurisdictionwith respect to the Companies.  Section 1542states as follows:

###  

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

 

Notwithstanding the provisions of Section 1542,and for the purpose of implementing a full and complete release, each Releasorexpressly waives and relinquishes any rights and benefits that it may haveunder Section 1542.  Each Releasorunderstands and agrees that this release is intended to include all claims, ifany, which such Releasor may have and which such Releasor does not know orsuspect to exist in its favor against any of the Companies or any of theSellers, as the case may be, and that this release extinguishes those claims.

 

Each Releasor represents and warrants that it has beenadvised by its attorney of the effect and import of the provisions of Section 1542,and that such Releasor has not assigned or otherwise transferred or subrogatedany interest in any claims, demands or causes of action that are the subject ofthis release.

 

## 7.26.                        Labor Matters. Each of the Sellers and CCR shall, and shall cause each of the otherCompanies to, provide the Buyers with information and regularly consult withthe Buyers regarding ongoing negotiations of any successor collectivebargaining agreement.  Prior to theClosing Date, the Companies will engage in any bargaining with any labor unionor labor organization as may be required by applicable law in connection withthe transactions contemplated by this Agreement.

##  

## 7.27.                        Impact of New Gaming Taxes.

##  

### (a)                                  If, following the date hereof, the Stateof Nevada imposes a new, additional or increased statewide tax or levy on orprior to the New Tax Deadline that increases the aggregate taxes and leviespayable by the Companies (a “New Tax”), the Sellers and the Buyers agreethat, subject to the terms and conditions of this Section 7.27, theSellers shall pay to 

 

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### the Buyers a one-time amount in cash equal to thelesser of (i) 50% of the New Tax Impact with respect to such New Tax and (ii) $25million (the “New Tax Payment”).

###  

### (b)                                 If a New Tax Payment is due in accordancewith Section 7.27(a), the Buyers shall promptly notify the Sellersby written notice.  During the 45 daysimmediately following delivery of such notice by the Buyers, the Buyers and theSellers shall seek in good faith to agree upon the NGT Tax Amount.  If the Buyers and the Sellers fail to agreeupon the NGT Tax Amount within such 45-day period, or such longer period as theBuyers and the Sellers may mutually agree, the Buyers and the Sellers shalleach submit a written determination of the NGT Tax Amount, including areasonably detailed description of the assumptions and calculations used inarriving at such determination, to an independent accounting firm jointlyselected by the Sellers and the Buyers to act as an independent expert;provided, that, if the Buyers and the Sellers are unable to agree on anindependent accounting firm, then each of the Buyers and the Sellers shall pickan independent accounting firm and the two accounting firms shall choose athird independent accounting firm to serve as the independent expert.  The independent expert shall be directed tomake a final determination of the NGT Tax Amount within 45 days following itsselection as the independent expert.  Forpurposes of its determination of the NGT Tax Amount, the independent expert mayonly select a value equal to one of, or between, the two values submitted bythe Sellers, on the one hand, and the Buyers, on the other hand. The Buyers andthe Sellers agree to cooperate with the independent expert during the course ofits determination and promptly provide any information reasonably requested bythe independent expert for its determination, including information regardingthe assumptions and calculations underlying the written determinationssubmitted by the Buyers and the Sellers and information regarding the Companies(including forecasts adopted and used by the Managers of CCR in the ordinarycourse of business for business planning purposes).  The independent expert’s determination of theNGT Tax Amount shall be final, conclusive and binding on the Sellers and theBuyers.  Within 30 days of the finaldetermination of the NGT Tax Amount pursuant to this Section 7.27(b),the Sellers agree to pay to the Buyers the New Tax Payment.  The fees and costs of the independent expertshall be shared equally by the Buyers, on the one hand, and the Sellers, on theother hand.

###  

### (c)                                  At the Closing, solely to support theSellers’ potential obligation to make the New Tax Payment pursuant to the termsand conditions of this Section 7.27, the Buyers and the Sellersagree to: (x) enter in a mutually agreeable escrow arrangement involvingthe deposit into escrow by the Sellers of $25 million (it being agreed andacknowledged that escrow arrangements with terms substantially consistent withthose set forth in the Escrow Agreement shall be mutually agreeable among theparties) or a letter of credit from a nationally recognized commercial bank forthe benefit of the escrow agent in the stated amount of $25 million, or (y) provideother credit support reasonably acceptable to the Buyers ((x) and (y) collectively,the “Security Arrangements”). Upon the earlier of (i) the payment by the Sellers of the New TaxPayment pursuant to this Section 7.27, and (ii) the occurrenceof the New Tax Deadline (if no New Tax Payment is due in accordance with Section 7.27(a)),the Security Arrangements shall terminate, all remaining cash amounts relatedto such Security Arrangements, if any, shall be promptly returned to theSellers and all instruments (including any letters of credit or otherinstruments of credit support) related to such Security Arrangements shall bepromptly returned to the Sellers for cancellation.

 

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### (d)                                 Any and all payments made by the Sellersto the Buyers pursuant to this Section 7.27 shall be treated forall Tax purposes as an adjustment to the Purchase Price.

###  

**ARTICLE 8**

** **

# **Conditions to Closing**

# ** **

## 8.1.                              Conditions to the Obligations of AllParties.  The obligations of each party hereto toconsummate the transactions contemplated by this Agreement shall be subject tothe fulfillment or waiver, at or prior to the Closing, of each of the followingconditions.

##  

### (a)                                  HSR Act.  Anyapplicable waiting period (and any extension thereof) under the HSR Actapplicable to the purchase of the CCR Units shall have expired or beenterminated.

###  

### (b)                                 Regulatory Approval. Any and all Gaming Approvals required to be obtained prior to theClosing to consummate the transactions contemplated by this Agreement shallhave been obtained.

###  

### (c)                                  No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction orother judgment or order issued by any Governmental Entity (other than a failureto obtain any Gaming Approval) (each, a “Restraint”) shall be in effectwhich prohibits, restrains or renders illegal the consummation of thetransactions contemplated by this Agreement; provided, that prior to assertingthis condition, the party asserting this condition (i) shall have used itsreasonable best efforts (in the manner contemplated by Section 7.4)to prevent the entry of any such Restraint and to appeal as promptly aspracticable any judgment that may be entered and (ii) such party’s failureto fulfill or cause to be fulfilled in any manner any obligation under thisAgreement shall not have meaningfully contributed to such Restraint.

###  

## 8.2.                              Conditions to the Obligations of theBuyers.  The obligation of the Buyers to consummatethe transactions contemplated by this Agreement shall be subject to thefulfillment or waiver, at or prior to the Closing, of each of the followingconditions:

##  

### (a)                                  Representations and Warranties. The representations and warranties of the Sellers contained in this Agreement,shall be true and correct in all material respects (except for suchrepresentations and warranties as are qualified by materiality or MaterialAdverse Effect, which representations and warranties shall be true and correctin all respects), as of the date of this Agreement and as of the Closing Dateas though made on and as of the Closing Date (other than such representationsand warranties that are expressly made as of an earlier date which need only betrue and correct in all material respects or true and correct, as the case maybe, as of such earlier date), except where the failure of such representationsand warranties to be in compliance with the standard set forth above would nothave a Material Adverse Effect; provided, that this condition shall beinapplicable and of no further force and effect for purposes of a Closing afterSeptember 30, 2009 unless the breach of a representation or warrantyresulting in such Material Adverse Effect arose from actions taken by any ofthe Sellers.  The Buyers shall havereceived a certificate from CCR, signed by a manager of CCR with respect to therepresentations and 

 

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### warranties in Article 5 and from theSellers with respect to their respective representations and warranties in Article 4of the Sellers, certifying as to the matters set forth in this Section 8.2(a).

###  

### (b)                                 Covenants.  The Sellersshall have performed in all material respects all obligations required to beperformed by the Sellers under this Agreement and each Other Document to whichany Seller is a party at or prior to the Closing Date.  The Buyers shall have received a certificate,signed by an executive officer of each of the Sellers and CCR, certifying as tothe matters set forth in this Section 8.2(b).

###  

### (c)                                  Completion Certificate; Pre-CompletionClosing Notice.  The Sellers shall have delivered to theBuyers a Completion Certificate for the Cannery East Project and either

###  

#### **(i)****                                   **(A) the Sellers shall have delivereda Completion Certificate for the Meadows Casino Project and (B) the casinothereon shall be operating in compliance with the requirements of Section 1207(17)of the Pennsylvania Act; or

####  

#### **(ii)****                               **if the conditions of the preceding clause(i) shall not have been met then either (A) the Pre-CompletionClosing Notice shall have been delivered pursuant to Section 7.18stating that, as of the date of the Pre-Completion Notice, the EstimatedCompletion Date is reasonably expected to be on or before the Pennsylvania Dateand the Buyers shall have delivered (or shall be deemed to have delivered) tothe Sellers, the Buyers’ Notice of Acceptance pursuant to Section 7.18,or (B) the Buyers shall have agreed in writing to waive the conditionprovided in Section 8.2(c)(i), or (C) the Independent ConstructionConsultant (as defined in Exhibit W) shall have delivered adetermination to the Buyers and the Sellers pursuant to Exhibit Wstating that the Pennsylvania Condition has been satisfied.

####  

### (d)                                 No Litigation. There shall be no bona fide Actions pending against or affecting any ofthe Sellers, Blocker, AcquisitionCo or the Companies or any of their respectiveproperties, assets or rights that (i) would, if determined adversely, havea Material Adverse Effect, provided, that this clause (i) shall beinapplicable and of no further force and effect for purposes of a Closing afterSeptember 30, 2009, (ii) challenges the ownership by the Sellers andtheir ability to sell to the Buyers, and for the Buyers to have and hold theright, title and interest in the Millennium Units, the HoldCo Units or theOption, as applicable, or (iii) are reasonably likely to succeed andwould, if determined adversely, prevent the consummation of the transactionscontemplated hereby.

###  

### (e)                                  Material Adverse Effect. Since the date of this Agreement, there shall not have been any Effectthat would, individually or in the aggregate, have a Material Adverse Effect,provided, that this condition shall be inapplicable and of no further force andeffect for purposes of a Closing after September 30, 2009.

 

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### (f)                                    Closing Deliveries. The Buyers shall have received the Amended Nevada Palace Lease, theTransition Services Consulting Agreement, the Non-Competition Agreements, theAssignment Documents, the Payoff and Release of Liens and the Releases, in eachcase executed by the appropriate counterparties.

###  

### (g)                                 Excluded Assets. Each of (i) the Excluded HoldCo Subsidiaries shall have been soldor transferred to a third party or dissolved in accordance with Section 7.11,and (ii) the transfer of the Excluded Opportunities and the agreement setforth in Section 7.12 of the Sellers Disclosure Schedule shall havebeen completed in accordance with Section 7.12.

###  

### (h)                                 Third Party Consents. The parties shall have obtained the third party consents specified on Schedule7.18 of the Seller Disclosure Schedules.

###  

### (i)                                     GLCP Closing. All conditions to the Closing set forth in the GLCP Purchase Agreementshall have been satisfied or, if permissible, waived by the party entitled tomake such a waiver, and the closing thereunder shall have simultaneouslyoccurred.

###  

### (j)                                     RSA Arrangements. Either (i) the RSA shall remain infull force and effect in accordance with its terms or (ii) alternativearrangements to the RSA shall be in place for the conduct by the Companies or athird party of the racing operations at the Meadows Property for at least theminimum number of racing days required to maintain the Conditional Category ISlot Machine License or the Category I Slot Machine License, as applicable.

###  

## 8.3.                              Conditions to the Obligations of Sellers. The obligation of the Sellers 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)                                  Representations and Warranties. The representations and warranties of the Buyers contained in this Agreement shall be true and correct in allmaterial respects (except for such representations and warranties as are qualifiedby materiality, which representations and warranties shall be true and correctin all respects), as of the Closing Date as though made on and as of theClosing Date (other than such representations and warranties that are expresslymade as of an earlier date which need only be true and correct in all materialrespects or true and correct, as the case may be, as of such earlier date),except where the failure of such representations and warranties to be incompliance with the standard set forth above would not materially affect itsability to perform its obligations hereunder and would not prohibit ormaterially restrict the performance of this Agreement by the Buyers.  The Sellers shall have received a certificate,signed by an executive officer of each of the Buyers, certifying as to thematters set forth in this Section 8.3(a).

###  

### (b)                                 Covenants.  Each Buyershall have performed in all material respects all obligations required to beperformed by such Buyer under this Agreement and each Other Document to whichsuch Buyer is a party at or prior to the Closing Date.  The Sellers shall have received acertificate, signed by an executive officer of the managing member of themanaging member of each of the Buyers, certifying as to the matters set forthin this Section 8.3(b).

###  

### (c)                                  Nevada Palace Lease. The Buyers shall have delivered a fully executed copy of the AmendedNevada Palace Lease.

 

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### (d)                                 Receipt of Purchase Price. The Sellers shall have received from the Buyers the payment of thePurchase Price required by Section 2.1 hereof.

###  

**ARTICLE 9**

** **

# **Termination**

 

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

##  

### (a)                                  by mutual written consent of the Sellers,on the one hand, and the Buyers, on the other hand;

###  

### (b)                                 by either the Sellers or the Buyers, if:

###  

#### (i)                                     the Closing shall not have occurred on orbefore December 31, 2008 (the “End Date,” unless extended pursuantto the proviso below), provided that the right to terminate this Agreementpursuant to this Section 9.1(b)(i) shall not be available to aparty if the failure of the Closing to occur by such date is caused by thefailure of such party to perform or comply in all material respects with thecovenants and agreements of such party set forth in this Agreement; providedfurther, that if, as of December 31, 2008, all of the conditions to theClosing applicable to the Buyers set forth in Section 8.1 (otherthan Section 8.1(b)) and Section 8.3 are or werecapable of being satisfied by the taking of actions by the Buyers at theClosing, then the End Date shall be automatically extended to March 31,2009; provided further that if, as of March 31, 2009, all of theconditions to the Closing applicable to Buyers set forth in Section 8.1(other than Section 8.1(b)) and Section 8.3 are or werecapable of being satisfied by the taking of actions by the Buyers at theClosing, then the Buyers may provide a notice to the Sellers within five (5) daysof March 31, 2009 to extend the End Date from March 31, 2009 to December 31,2009, provided that each Buyer represents to the Sellers in the notice that ithas a good faith belief, after consultation with counsel to the Buyers, thatthere is a reasonable prospect that the Buyers will receive all GamingApprovals prior to December 31, 2009; provided further, that upon theBuyers’ election to permit a Closing Extension pursuant to Section 3.2,the End Date shall be extended to the earlier of (A) three (3) BusinessDays after the Estimated Completion Date or (B) the Pennsylvania Date, asit may be extended or as it may have been extended, if such day in clause (A) or(B), as applicable, is later than the End Date;

####  

#### (ii)                                  any Restraint having the effect set forthin Section 8.1(c) shall be in effect and shall have becomefinal and nonappealable; provided, 

 

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#### that the right to terminate this Agreement pursuant tothis Section 9.1(b)(ii) shall not be available to a partyunless  (i) such party shall haveused its reasonable best efforts (in the manner contemplated by Section 7.4)to prevent the entry of any such Restraint and to appeal as promptly aspracticable any judgment that may be entered and (ii) such party’s failureto fulfill or cause to be fulfilled in any manner any obligation under thisAgreement shall not have meaningfully contributed to such Restraint; or

####  

#### (iii)                              any applicable Gaming Authority shall haveconclusively determined not to grant any Gaming Approval, the receipt of whichis necessary to satisfy the condition set forth in Section 8.1(b);provided that in order for a party to seek to terminate this Agreement pursuantto this Section 9.1(b)(iii), it must have complied in all materialrespects with its obligations under Section 7.4, including Section 7.4(e);

####  

### (c)                                  by the Sellers, if a breach of anyrepresentation, warranty, covenant or agreement on the part of any Buyer setforth in this Agreement shall have occurred which would cause the conditions toClosing set forth in Section 8.3(a) or 8.3(b) notto be satisfied by the Closing, and such breach is incapable of being cured or,if capable of being cured, such breach is not cured within 60 calendar daysfollowing notice of such breach to the Buyers or (ii) would result in afailure of any Buyer to satisfy its obligations to effect the Closing under Section 2.1and Section 2.2 hereof; provided, however, that none of the Sellersor CCR is then in material breach of its covenants and agreements under thisAgreement such that the conditions set forth in Section 8.2(a) orSection 8.2(b) are incapable of being satisfied;

###  

### (d)                                 by the Buyers, if a breach of anyrepresentation, warranty, covenant or agreement on the part of the Sellers orCCR set forth in this Agreement shall have occurred which (i) would causethe conditions to Closing set forth in Section 8.2(a) or 8.2(b) notto be satisfied by the Closing, and such breach is incapable of being cured or,if capable of being cured, such breach is not cured within 60 calendar daysfollowing notice of such breach to the Sellers or (ii) would result in afailure of the Seller to satisfy its obligations to effect the Closing under Section 2.1and Section 2.2 hereof; provided, however, that no Buyer is then inmaterial breach of its covenants and agreements under this Agreement such thatthe conditions set forth in Section 8.3(a) or Section 8.3(b) areincapable of being satisfied; or

###  

### (e)                                  by the Sellers, if any Buyer definitivelywithdraws its application for a Gaming Approval in accordance with Section 7.4(e),the receipt of which is necessary to satisfy the condition set forth in Section 8.1(b).

###  

## 9.2.                              Termination Fee.

##  

### (a)                                  The Buyers shall pay the Termination Feeto the Sellers or as directed by the Sellers as promptly as possible (but inany event within two (2) Business Days) following termination of thisAgreement in circumstances where (i) none of the Sellers or CCR is in 

 

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### material breach of this Agreement and have notmeaningfully contributed to the failure to satisfy the relevant conditions and (ii) thefollowing shall have occurred:

###  

##### (A)                              this Agreement is terminated by (x) theSellers or the Buyers pursuant to Section 9.1(b)(i) due to thefailure by the Buyers to have received the Gaming Approvals by the End Date, (y) theSellers or the Buyers pursuant to Section 9.1(b)(iii) or (z) theSellers pursuant to Section 9.1(e); or

#####  

##### (B)                                this Agreement is terminated by theSellers pursuant to Section 9.1(b)(i) or Section 9.1(c)under circumstances where any Buyer has failed to satisfy any of the closingconditions set forth in Section 8.1 (other than Section 8.1(b))or Section 8.3, as applicable, for reasons that were wholly withinthe control of the Buyers.

#####  

For the avoidance of doubt, the disclosure of objectivefacts (and not opinions or any other subjective statements by CCR or theSellers as required by applicable Law or the rules or regulations of anyapplicable Governmental Entity to which CCR is subject that is not made for thepurpose of triggering a Termination Fee shall not, in and of themselves,constitute a meaningful contribution by CCR or the Sellers as referenced above.

 

### (b)                                 Any amount that becomes payable pursuantto Section 9.2(a) shall be paid by wire transfer ofimmediately available funds to an account designated by the Sellers, asapplicable.

###  

### (c)                                  Each of the Company, the Parent and theBuyers acknowledges that the agreements contained in this Section 9.2are an integral part of the transactions contemplated by this Agreement, thatwithout these agreements the Sellers and the Buyers would not have entered intothis Agreement, and that any amounts payable pursuant to this Section 9.2do not constitute a penalty.  If theBuyers fail to pay the Sellers the Termination Fee within two (2) BusinessDays following termination of this Agreement under circumstances in which suchfee is due (i) the Buyers shall pay any costs and expenses (includingreasonable legal fees and expenses) incurred by the Sellers in connection withactions taken after such date for the collection under and enforcement of this Section 9.2and (ii) shall pay interest on the amount of the Termination Fee, asapplicable, at the rate of ten percent (10%) per annum, compounded daily, fromthe day immediately following such second Business Day through and includingthe date of payment.

###  

## 9.3.                              Effect of Termination. The Seller’s right to terminate this Agreement and receive, asapplicable, the payment of the Termination Fee pursuant to Section 9.2(a) shallbe the sole and exclusive remedy of CCR and the Sellers against the Parent andthe Buyers and any of their respective Affiliates, shareholders, partners,members, directors, officers or agents under the circumstances described in Section 9.2(a).  Except as set forth in the precedingsentence, the rights of termination under Section 9.1 are inaddition to any other rights the Buyers or the Sellers may have under thisAgreement and the exercise of a right of termination will not be an election ofremedies.  If this Agreement is terminatedpursuant to Section 9.1 and the applicable Termination Fee is paid(if any), all further obligations of the Buyers and the Sellers under this 

 

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## Agreement will terminate, except that the obligations inSection 7.4(l) (solely with respect to the indemnificationobligations), Section 7.7 (Publicity), Section 7.21(c) (solelywith respect to the indemnification obligations), Section 11.5(Applicable Law), Section 11.6 (Enforcement), Section 11.7(Waiver of Jury Trial), and Section 11.9 (Transaction Expenses)will survive; provided, however*,* (a) if this Agreement isterminated by the Buyers because of a breach of this Agreement by any of theSellers or because one or more of the conditions to the Buyers’ obligationsunder this Agreement is not satisfied as a result of any of the Sellers’failure to comply with its obligations under this Agreement, the Buyers’ rightto pursue remedies (consistent with this Agreement) will survive suchtermination unimpaired; and (b) if this Agreement is terminated by theSellers because of a breach of this Agreement by any Buyer or because one ormore of the conditions to the Sellers’ obligations under this Agreement is notsatisfied as a result of any Buyer’s failure to comply with its obligationsunder this Agreement and the Termination Fee is not payable pursuant to Section 9.2.(a),each of the Buyers’ and the Sellers’ rights to pursue remedies (consistent withthis Agreement) will survive such termination unimpaired.

##  

# **ARTICLE 10**

# ** **

# **Indemnification**

# ** **

## 10.1.                        Survival.  Therepresentations and warranties contained in this Agreement shall survive for aperiod of two (2) years after the Closing Date (the “Survival Period”);provided, that (a) the representations and warranties contained in Section 5.10(Employee Benefit Matters), and Section 5.16 (EnvironmentalMatters) shall survive until the expiration of 90 days after the applicablestatutes of limitations, and (b) the representations and warrantiescontained in Section 4.1 (Millennium Representations), Sections4.2(a), (b), (c), (d) and (e) (CertainHoldCo Representations), Section 4.3(a) (Sellers’ GoodStanding), Section 4.3(b) (Sellers’ Authority; Enforceability), Section 5.1(Company Organization and Good Standing), Section 5.2 (Company Capitalization),Section 6.1 (Buyer Organization and Good Standing) and Section 6.2(Buyer Authority; Enforceability) shall survive in perpetuity with respect tothe matters addressed in such Sections. The covenants and agreements contained in this Agreement shall survivethe Closing Date.  If written notice of aclaim has been given in accordance with Section 10.2(e) priorto the expiration of the applicable representations, warranties, covenants oragreements, then the applicable representations, warranties, covenants oragreements shall survive as to such claim, until such claim has been finallyresolved.  Notwithstanding anything tothe contrary contained in this Agreement, it is the explicit intent of eachparty hereto that no party hereto is making any representations or warrantieswhatsoever, express or implied, to any other party hereto except thoserepresentations and warranties contained in Article 4, Article 5and Article 6 or Section 11.15 and as contained in anyOther Documents.

##  

## 10.2.                        Indemnification.

##  

### (a)                                  By Sellers.  From andafter the Closing, the Sellers shall indemnify, defend, save and hold harmlessthe Buyers and the Parent and their Affiliates (including the Companies),successors and assigns and each of the foregoing’s respective officers,directors, managers, members, employees and agents (collectively, the “BuyerIndemnified Parties”), from 

 

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### and against any and all Damages (without duplication)arising out of, relating to, resulting from or in connection with:

###  

#### (i)                                    the breach or failure to be true andcorrect of any representation or warranty made by any of the Sellers or CCRunder Article 5 of this Agreement (subject to Section 7.5(b) withrespect to any breach of any representation or warranty for Pre-Closing Events,it being agreed that for purposes of such right to indemnification, suchrepresentations and warranties shall be deemed not to be qualified by anyreferences therein to knowledge or materiality generally or to whether or notany breach would result or could be expected to result in a Material AdverseEffect, and any such qualification shall in all respects be disregarded);

####  

#### (ii)                                 the breach of or failure to perform anycovenant or agreement made or to be performed by any of the Sellers or CCRcontained in Section 7.16, Section 7.17 and theapplication of any other covenant to the Projects;

####  

#### (iii)                              other than Section 7.16, Section 7.17and the application of any other covenant to the Projects, the breach of orfailure to perform any covenant or agreement made or to be performed by any ofthe Sellers or CCR contained in this Agreement, any Other Document or any otheragreement contemplated hereby or thereby;

####  

#### (iv)                             the Excluded HoldCo Subsidiaries; and

####  

#### (v)                                the Excluded Opportunities and theagreements and arrangements related thereto.

####  

### (b)                                 By Millennium. From and after the Closing, Millenniumshall indemnify, defend, save and hold harmless, the Buyer Indemnified Parties,from and against any and all Damages (without duplication) arising out of,relating to, resulting from or in connection with the breach of anyrepresentation or warranty made by Millennium under Section 4.1 or Section 4.3of this Agreement (subject to Section 7.5(b) withrespect to any breach of any representation or warranty for Pre-Closing Events,it being agreed that for purposes of such right to indemnification, suchrepresentations and warranties shall be deemed not to be qualified by anyreferences therein to knowledge or materiality generally or to whether or notany breach would result or could be expected to result in a Material AdverseEffect, and any such qualification shall in all respects be disregarded).

###  

### (c)                                  By HoldCo. From and after the Closing, HoldCo shall indemnify,defend,  save and hold harmless, theBuyer Indemnified Parties, from and against any and all Damages (withoutduplication) arising out of, relating to, resulting from or in connection withthe breach of any representation or warranty made by HoldCo under Section 4.2or Section 4.3 of this Agreement (subject to Section 7.5(b) withrespect to any breach of any representation or warranty for Pre-Closing Events,it being agreed that for purposes of such right to indemnification, such 

 

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### representations andwarranties shall be deemed not to be qualified by any references therein toknowledge or materiality generally or to whether or not any breach would resultor could be expected to result in a Material Adverse Effect, and any suchqualification shall in all respects be disregarded); and

###  

### (d)                                 By Parent and Buyers. From and after the Closing, the Parent and the Buyers shall jointly andseverally indemnify, defend, save and hold harmless the Sellers and theirrespective Affiliates, successors and assigns and each of the foregoing’srespective officers, directors, managers, members, employees and agents(collectively, the “Seller Indemnified Parties”) from and against anyand all Damages (without duplication) arising out of, resulting from or inconnection with:

###  

#### (i)                                    the breach or failure to be true andcorrect of any representation or warranty made by the Buyers and the Parent in Article 6of this Agreement (it being agreed that for purposes of such right toindemnification, such representations and warranties shall be deemed not to bequalified by any references therein to knowledge or materiality generally, andany such qualification shall in all respects be disregarded); and

####  

#### (ii)                                 the breach of or failure to perform anycovenant or agreement by any Buyer or the Parent contained in this Agreement,any Other Document or any other agreement contemplated hereby or thereby.

####  

### (e)                                  Procedure.  Any partyseeking indemnification under this Section 10.2 (but not, for theavoidance of doubt, under Section 7.10, Section 2.2(g)(iii),Section 7.4(l) or Section 7.21(c)) (an “IndemnifiedParty”) shall give the party from whom indemnification is being sought (an “IndemnifyingParty”) notice of any matter which such Indemnified Party has determinedhas given or could give rise to a right of indemnification under this Agreementas soon as practicable after such Indemnified Party becomes aware of any fact,condition or event which may give rise to Damages for which indemnification maybe sought under this Section 10.2, and such notice shall state thenature and basis of the claim, the amount thereof to the extent known and areference to the provisions of this Agreement in respect of which such right ofindemnification is claimed or arises; provided, that the failure to givenotice as soon as practicable shall not release the Indemnifying Party from anyof its obligations except to the extent the Indemnifying Party is materiallyprejudiced thereby.  The liability of anIndemnifying Party under this Section 10.2 with respect to Damagesarising from claims of any third party (including any Governmental Entity)which are subject to the indemnification provided for in this Section 10.2(“Third Party Claims”) shall be governed by and contingent upon thefollowing additional terms and conditions: if an Indemnified Party shallreceive notice of any Third Party Claim, the Indemnified Party shall give theIndemnifying Party notice of such Third Party Claim as soon as reasonablypracticable; provided*,*that thefailure to provide such notice shall not release the Indemnifying Party fromany of its obligations under this Section 10.2 except to the extentthe Indemnifying Party is materially prejudiced by such failure.  The Indemnifying Party shall be entitled toassume and control the defense of such Third Party Claim at its expense andthrough counsel of its choice if it gives notice of its intention to do so tothe Indemnified Party within thirty (30) days of the receipt of such noticefrom the Indemnified Party; provided*,*that if the 

 

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### Indemnified Party shall have been advised by counselthat there are one or more legal or equitable defenses available to it that aredifferent from or in addition to those available to the Indemnifying Party andrepresentation of both parties by the same counsel would be inappropriate dueto the actual or potential differences between them, then the Indemnified Partyshall be entitled to retain its own counsel, at the expense of the IndemnifyingParty, so long as the Indemnifying Party shall not be obligated to pay thereasonable fees and expenses of more than one separate counsel for allIndemnified Parties, taken together.  Ifthe Indemnifying Party shall not assume the defense of any Third Party Claim orlitigation resulting therefrom, the Indemnified Party may defend against suchclaim or litigation in such manner as it may deem appropriate and may settlesuch claim or litigation on such terms as it may deem appropriate; provided*,*that in settling any claim or litigation in respect ofwhich indemnification is payable under this Article 10, it shallobtain the consent of the Indemnifying Party which shall not be unreasonablywithheld.  In the event the IndemnifyingParty exercises its right to undertake any such defense against any such ThirdParty Claim as provided above, the Indemnified Party shall cooperate with theIndemnifying Party in such defense, including by making available to theIndemnifying Party all witnesses, pertinent records, materials and informationin the Indemnified Party’s possession or under the Indemnified Party’s controlrelating thereto and all personnel, premises and properties of the IndemnifiedParty relating thereto, in each case, as is reasonably required by theIndemnifying Party.  Similarly, in theevent the Indemnified Party is, directly or indirectly, conducting the defenseagainst any such Third Party Claim, the Indemnifying Party shall cooperate withthe Indemnified Party in such defense, including by making available to theIndemnified Party all such witnesses, records, materials and information in theIndemnifying Party’s possession or under the Indemnifying Party’s controlrelating thereto and all personnel, premises and properties of the IndemnifyingParty relating thereto, in each case, as is reasonably required by theIndemnified Party.  The IndemnifyingParty shall not, without the written consent of the Indemnified Party, (i) settleor compromise any Third Party Claim or consent to the entry of any judgmentwhich does not include an unconditional written release by the claimant orplaintiff of the Indemnified Party from all liability in respect of such ThirdParty Claim or (ii) settle or compromise any Third Party Claim if thesettlement imposes equitable remedies or material obligations on theIndemnified Party other than financial obligations for which such IndemnifiedParty will be indemnified hereunder.  NoThird Party Claim which is being defended in good faith by the IndemnifyingParty in accordance with the terms of this Agreement shall be settled orcompromised by the Indemnified Party without the written consent of theIndemnifying Party.

###  

### (f)                                    Definition of Damages. For purposes of Section 7.10, this Article 10, Section 2.2(g)(iii),Section 7.4(l) and Section 7.21(c), the term “Damages”means any and all costs, losses, Liabilities, obligations, damages, lawsuits,deficiencies, fines, judgments, settlements, penalties, and expenses (whetheror not arising out of Third Party Claims), including reasonable attorneys’ feesand all amounts paid in investigation, defense or settlement of any of theforegoing.  Notwithstanding anything inthis agreement to the contrary, no Indemnifying Party shall be required toindemnify or hold harmless any Indemnified Party or otherwise compensate anyIndemnified Party for damages with respect to lost profits, restitution, damageto reputation, diminutions in value, mental or emotional distress, exemplary,consequential, incidental, special or punitive damages.

###  

## 10.3.                        Limits on Indemnification. Notwithstanding anything in this Agreement to the contrary:

 

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### (a)                                  No amount shall be payable by Millenniumpursuant to Section 10.2(a)(i), Section 10.2(a)(ii), Section 10.2(a)(iii)or Section 10.2(b) or HoldCo pursuant to Section 10.2(a)(i),Section 10.2(a)(ii), Section 10.2(a)(iii) or Section 10.2(c),unless the aggregate amount of all claims for Damages pursuant to such sectionscollectively exceeds $1,500,000 (the “Threshold Amount”), and then only for theamount by which such Damages exceed the Threshold Amount; provided, that theThreshold Amount shall not apply to claims for Damages arising out of,resulting from or in connection with (i) any Fundamental Representationand (ii) claims for fraud or willful misrepresentation, in each case of (i) and(ii) which Damages shall be indemnified against in their entirety (butshall not count for purposes of determining whether Damages have exceeded theThreshold Amount).

###  

### (b)                                 No Buyer Indemnified Party may seekindemnification for any Damages related to the Meadows Property against theSellers pursuant to Section 10.2(a) or Section 7.10and no amount shall be payable by the Sellers with respect to any such claimedDamages, until the Buyer Indemnified Party has first made and resolved a claimfor such Damages pursuant to the terms of any indemnity available under theMeadows Purchase Agreement and the Holdback Agreement; provided, that insettling or resolving any such claim, the Buyer Indemnified Party shall consultwith the Sellers; provided, further, that upon such resolution, the Sellersshall indemnify the Buyer Indemnified Parties against such Damages pursuant to Section 10.2(a) orSection 7.10 to the extent such Damages are in excess of the amountpaid pursuant to the RSA, the Meadows Purchase Agreement or the HoldbackAgreement and for which Damages related to the Meadows Property are payablepursuant to Article 10 or Section 7.10.

###  

### (c)                                  The maximum aggregate amount of Damagesfor which indemnity may be recovered from Millennium and its Representativespursuant to Section 10.2(a)(i), Section 10.2(a)(ii) andSection 10.2(b) and HoldCo and its Representatives pursuant toSection 10.2(a)(i), Section 10.2(a)(ii) and Section 10.2(c) shallbe an aggregate amount equal to $25,000,000 (the “Indemnification Cap”);provided, that the Indemnification Cap shall not apply to claims forDamages arising out of, resulting from or in connection with (i) breachesof any Fundamental Representation and (ii) claims for fraud or willfulmisrepresentation, in each case of (i) and (ii) which Damages shallbe indemnified against in their entirety (and shall not count for purposes ofdetermining whether Damages have exceeded the Indemnification Cap).

###  

### (d)                                 If an Indemnified Party recovers Damagesfrom an Indemnifying Party under Section 10.2 or Section 7.10,the Indemnifying Party shall be subrogated, to the extent of such recovery, tothe Indemnified Party’s rights against any third party with respect to such recoveredlosses, subject to the subrogation rights of any insurer providing insurancecoverage under one of the Indemnified Party’s policies and except to the extentthat the grant of subrogation rights to the Indemnifying Party is prohibited bythe terms of the applicable insurance policy.

###  

### (e)                                  An Indemnified Party shall not beentitled to multiple recovery for the same Damages.

 

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##  

## 10.4.        Escrow.

##  

### (a)           Any and all claims for Damages under Section 10.2(a)(i),Section 10.2(a)(ii), Section 10.2(b) and Section 10.2(c) bythe Buyer Indemnified Parties against the Sellers up to an amount equal to theIndemnity Escrow Amount shall be payable solely from the Indemnity EscrowAccount with no recourse by the Buyer Indemnified Parties against Millennium orHoldCo directly or personally or against any assets of Millennium or Holdco ortheir respective Affiliates; provided, that to the extent the aggregate amountof Damages with respect to claims for which the Buyer Indemnified Parties mayseek indemnity from Millennium pursuant to Section 10.2(a)(i), Section 10.2(a)(ii) orSection 10.2(b) or HoldCo pursuant to Section 10.2(a)(i),Section 10.2(a)(ii) or Section 10.2(c) is inexcess of the Indemnity Escrow Amount, the Buyer Indemnified Parties may pursuesuch claims against Millennium or HoldCo directly and personally, subject tothe terms of this Article 10, including Section 10.2(e).  All other claims for indemnification pursuantto Section 2.2(g)(iii), Section 10.2 and Section 7.10may, but shall not be required to be, brought by the Buyer Indemnified Partiesagainst the Indemnity Escrow Account; provided, that claims for indemnificationpursuant to Section 7.10 from and including the second anniversaryof the Closing Date to the end of the Escrow Period shall first be payable fromthe Indemnity Escrow Account and to the extent such claims are in excess of anyamount of the Indemnity Escrow Amount remaining in the Indemnity EscrowAccount, the Buyer Indemnified Parties may pursue such claims againstMillennium or HoldCo directly or personally.

###  

### (b)           The Indemnity Escrow Amount shall beheld for three (3) years after the Closing Date (the “Escrow Period”),except that, to the extent permitted under the Escrow Agreement, the IndemnityEscrow Amount may be withheld after the expiration of the Escrow Period tosatisfy (i) claims for indemnification that are the subject of anindemnity claim by a Buyer Indemnified Party pursuant to a notice delivered tothe Sellers prior to the expiration of the Escrow Period or (ii) claimsfirst being pursued against third parties in accordance with Section 10.3(b) orSection 10.7. Within one (1) Business Day after the finalresolution of a particular claim (such final resolution to be evidenced by (i) JointInstructions, or (ii) a final non-appealable order of a court of competentjurisdiction), the Buyers and the Sellers shall deliver Joint Instructions tothe Escrow Agent to (x) pay to the Buyers from the Indemnity EscrowAccount an amount equal to the Damages in respect of such claim to which theBuyer Indemnified Parties shall have been determined to be entitled and, ifsuch final resolution has occurred after the Escrow Period, (y) pay to theSellers the excess, if any, of (A) the remaining amount in the IndemnityEscrow Account over (B) the aggregate amount of unresolved claims, inaccordance with each Seller’s payment percentage as set forth in Exhibit G,by wire transfer of immediately available funds.

###  

### (c)           Insurance.  Payments by the Sellers pursuant to Section 10.2(a)(i) orSection 7.10 shall be limited to (i) the amount of any liabilityor damage that remains after deducting therefrom any insurance proceeds and anyindemnity, contribution or other similar payment actually recovered by theBuyer from any third party with respect thereto, net of any Taxes imposed onreceipt of such amounts, plus (ii) out-of-pocket costs of collectionthereof, co-pays, increases in premiums or deductibles and related expenses.

###  

## 10.5.        TaxBenefit.  The amount of any payment to an IndemnifiedParty pursuant to Article 10 or Section 7.10 shall bereduced by the amount of any Tax Benefit Actually Realized by the IndemnifiedParty, which Tax Benefit is solely attributable to the 

 

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## payment of the Damages upon which the claim forindemnity is based and shall be determined as follows:

##  

### (a)           No later than 45 days after thefiling of a Tax Return for any taxable period that includes a date upon whichany amount was paid or accrued by the Indemnified Party in respect of theLiability upon which the claim for indemnity is based, the Indemnified Partyshall provide the Indemnifying Party a detailed statement (a “Tax BenefitStatement”) specifying the amount, if any, of any Tax Benefit that wasActually Realized by the Indemnified Party for such Tax period. To the extentthat any deductions or other Tax items that could give rise to a Tax reduction orsavings do not result in such a Tax reduction or savings being ActuallyRealized in the year described in the previous sentence, this Section 10.6(a) shallapply to each subsequent taxable period of the Indemnified Party, as the casemay be, until either such Tax savings are Actually Realized (resulting in a TaxBenefit) or the losses or other carryforwards to which such deductions or otherTax items gave rise expire unused, if applicable.  For each relevant taxable period, theIndemnifying Party shall be provided with full access to the non-proprietarywork papers and other materials and information prepared by the IndemnifiedParty or its accountants in connection with the review of the Tax BenefitStatement; provided, however, that in no event shall an Indemnifying Party haveany access to such non-proprietary work papers and other materials andinformation related to any Affiliate of Parent other than Crown One and CrownTwo; and provided, further, that in no event shall an Indemnifying Party haveany access to proprietary work papers and other materials and information.  If the Indemnifying Party disagrees in anyrespect with the Indemnified Party’s computation of the amount of the TaxBenefit Actually Realized, the Indemnifying Party may, on or prior to 45 daysafter the receipt of the Tax Benefit Statement, deliver a notice to theIndemnified Party setting forth in reasonable detail the basis for theIndemnifying Party’s disagreement therewith (the “Tax Benefit Dispute Notice”).  If no Tax Benefit Dispute Notice is receivedby the Indemnified Party on or prior to the 45th day after the IndemnifyingParty’s receipt of the Tax Benefit Statement from the Indemnified Party, theTax Benefit Statement shall be deemed accepted.

###  

### (b)           Within 15 days after the IndemnifiedParty’s receipt of a Tax Benefit Dispute Notice, unless the matters in the TaxBenefit Dispute Notice have otherwise been resolved by mutual agreement of theparties, the Indemnified Party and the Indemnifying Party shall jointly selecta nationally-recognized independent certified public accountant (the “TaxBenefit Accountant”); provided, however, that if the Indemnified Party andthe Indemnifying Party are unable to agree upon the Tax Benefit Accountantwithin such 15-day period, then the Indemnified Party and the IndemnifyingParty shall each select a nationally-recognized independent certified publicaccountant which shall then jointly choose the Tax Benefit Accountant within 15days thereafter. The Tax Benefit Accountant shall conduct such review of thework papers and such other materials and information, and the Tax BenefitDispute Notice, and any supporting documentation as the Tax Benefit Accountantin the Tax Benefit Accountant’s sole discretion deems necessary, and the TaxBenefit Accountant shall conduct such hearings or hear such presentations bythe parties or obtain such other information as the Tax Benefit Accountant inthe Tax Benefit Accountant’s sole discretion deems necessary.

###  

### (c)           The Tax Benefit Accountant shall, aspromptly as practicable and in no event later than 45 days following the dateof the Tax Benefit Accountant’s retention, deliver to the Indemnifying Partyand the Indemnified Party a report (the “Tax Benefit Report”) in which 

 

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### the Tax Benefit Accountant shall, after reviewing thedisputed items set forth in the Tax Benefit Dispute Notice, determine whatadjustments, if any, should be made to the amount of the Tax Benefit ActuallyRealized. The Tax Benefit Report shall set forth, in reasonable detail, the TaxBenefit Accountant’s determination with respect to the disputed items oramounts specified in the Tax Benefit Dispute Notice, and the revisions, if any,to be made to the amount of the Tax Benefit Actually Realized, together withsupporting calculations.  All fees andexpenses relating to this work of the Tax Benefit Accountant shall be borneequally by the Indemnified Party and the Indemnifying Party.  The Tax Benefit Report shall be final andbinding upon the Indemnified Party and the Indemnifying Party, shall be deemeda final arbitration award that is binding on each of the Indemnified Party andthe Indemnifying Party, and no Party shall seek further recourse to courts,other arbitral tribunals or otherwise.  The amount, if any, of the Tax BenefitActually Realized set forth in the Tax Benefit Report shall reduce the paymentof the Liability upon which the claim for indemnity is based and the net amountof such payment shall be paid to the Indemnified Party.

###  

### (d)           If the Indemnifying Party has notpaid the Indemnified Party the Damages attributable to the claim giving rise toa Tax Benefit being Actually Realized at the time that such Tax Benefit isActually Realized and either (i) the Tax Benefit Statement has beenaccepted or (ii) the Tax Benefit Report has been finalized, as applicable,the amount to be paid by the Indemnifying Party to the Indemnified Party shallbe reduced by the amount of such Tax Benefit. If the Indemnifying Party has paid the claim of the Indemnified Party atthe time that such Tax Benefit is Actually Realized and either (x) the TaxBenefit Statement has been accepted or (y) the Tax Benefit Report has beenfinalized, as applicable, the Indemnified Party shall pay the IndemnifyingParty the amount of such Tax Benefit no later than twenty (20) business daysafter such date.

###  

## 10.6.        Mitigationfor Construction Claims.  No Buyer Indemnified Party mayseek indemnification for any Damages arising from or relating to constructionat any Project against the Sellers pursuant to Section 10.2(a)(i) orSection 10.2(a)(ii) and no amount shall be payable by theSellers with respect to any such claimed Damages, until the Buyer IndemnifiedParty has first made and resolved a claim for such Damages against the relevantthird parties listed on Schedule 10.7 of the Sellers DisclosureSchedules; provided, that in settling or resolving any such claim, the BuyerIndemnified Party shall consult with the Sellers; provided, further, that uponsuch resolution, the Sellers shall indemnify the Buyer Indemnified Partiesagainst such Damages pursuant to Section 10.2(a)(i) or Section 10.2(a)(ii) tothe extent such Damages are in excess of the amount recovered from such thirdparties and for which Damages are payable pursuant to this Article 10.  In the event of a claim is first beingpursued against any such third parties in accordance with this Section, theSurvival Period shall be tolled as to such claim until the claim is finallyresolved, and the Buyer Indemnified Party may seek indemnification with respectto such claim pursuant to Section 10.2(a)(i) or Section 10.2(a)(ii).

##  

## 10.7.        ExclusiveRemedy.  Other than claims for or in the nature offraud or willful misrepresentation, each party hereby acknowledges and agreesthat, from and after the Closing, without limitation of any available equitableremedies, its sole remedy relating to the CCR Units, the Blocker Units, theBusiness or the subject matter of this Agreement shall be pursuant to theindemnification provisions of this Article 10, Section 7.10,Section 2.2(g)(iii), Section 7.4(l) and Section 7.21(c).  In furtherance of the foregoing, each partyhereby waives, 

 

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## from and after the Closing, to the fullest extent permittedby law, any and all other rights, claims, and causes of action it may haveagainst the other parties or their respective Representatives and Affiliatesrelating to the Millennium Units, the HoldCo Units, the Blocker Units, theBusiness or the subject matter of this Agreement, other than claims for or inthe nature of fraud.

##  

## 10.8.        Adjustmentof Purchase Price.  All payments for indemnification madepursuant to this Agreement shall be treated for all Tax purposes as anadjustment to the Purchase Price.

##  

**ARTICLE 11**

** **

**General**

** **

## 11.1.        EntireAgreement.  This Agreement, including the Exhibitshereto, the Buyers and Sellers Disclosure Schedules and the other agreements,documents and written understandings referred to herein or otherwise enteredinto by the parties hereto on the date hereof (including  the Other Documents) and the ConfidentialityAgreement, dated September 18,****2007,between PBL and CCR (the “Confidentiality Agreement”), constitute theentire agreement and understanding and supersede all other prior covenants,agreements, undertakings, obligations, promises, arrangements, communications,representations and warranties, whether oral or written, by any party hereto orby any director, officer, employee, agent, Affiliate or Representative of any partyhereto including the Agreement in Principle. Except for the documents referred to in the immediately precedingsentence, there are no covenants, agreements, undertakings or obligations withrespect to the subject matter of this Agreement other than those expressly setforth or referred to herein and no representations or warranties of any kind ornature whatsoever, express or implied, including any implied warranties ofmerchantability or fitness for a particular purpose, are made or shall bedeemed to be made herein by the parties hereto except those expressly madeherein.

##  

## 11.2.        NoThird Party Rights.  Nothing in this Agreement, express orimplied, is intended to confer upon any Person other than the parties hereto,any rights or remedies of any nature whatsoever under or by reason of thisAgreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the soleand exclusive benefit of the parties to this Agreement and their respectivesuccessors and permitted assigns.

##  

## 11.3.        Counterparts. This Agreement may be executed simultaneously in any number ofcounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.  The parties agree and acknowledge thatdelivery of a signature by facsimile shall constitute execution by suchsignatory.

##  

## 11.4.        Headings. The descriptive headings herein are inserted for convenience ofreference only and are not intended to be part of, or to affect the meaning, constructionor interpretation of, this Agreement.

##  

## 11.5.        ApplicableLaw.  This Agreement shall be governed by andconstrued and enforced in accordance with the internal laws of the State ofDelaware, regardless of the laws that might otherwise govern under theapplicable principles of conflicts of laws.

 

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## 11.6.        Enforcement. The parties agree that irreparable damage would occur and that theparties would not have any adequate remedy at law in the event that any of theprovisions of this Agreement were not performed in accordance with theirspecific terms or were otherwise breached. It is accordingly agreed that theparties shall be entitled to an injunction or injunctions to prevent breachesof this Agreement and to enforce specifically the terms and provisions of thisAgreement in any federal or state court located in the State of Delaware, thisbeing in addition to any other remedy to which they are entitled at law or inequity. In addition, each of the parties hereto (a) consents to submititself to the personal jurisdiction of the federal and state courts located inthe State of Delaware in the event any dispute arises out of this Agreement orany of the transactions contemplated by this Agreement, (b) agrees that itwill not attempt to deny or defeat such personal jurisdiction by motion orother request for leave from any such court, and (c) agrees that it willnot bring any action relating to this Agreement or any of the transactionscontemplated by this Agreement in any court other than a federal or state courtin the State of Delaware.

##  

## 11.7.        Waiverof 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.

##  

## 11.8.        Waiverof Conditions.

##  

### (a)           No claim or right arising out of thisAgreement or the documents referred to in this Agreement can be discharged byone party, in whole or in part, by a waiver or renunciation of the claim orright 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 andremedies of the parties hereto are cumulative and not alternative. Except wherea specific period for action or inaction is provided herein, neither thefailure nor any delay on the part of any party in exercising any right, poweror privilege under this Agreement or the documents referred to in thisAgreement shall operate as a waiver thereof, nor shall any waiver on the partof any party of any such right, power or privilege, nor any single or partialexercise of any such right, power or privilege, preclude any other or furtherexercise 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.

###  

## 11.9.        TransactionExpenses.  Whether or not the transactions contemplatedby this Agreement or the Other Documents are consummated, each party shall payits own fees and expenses incident to the negotiation, preparation, execution,delivery and performance hereof and thereof, including the fees and expenses ofits counsel, accountants and other experts, except as expressly providedherein.  All fees associated with theinvestment banking services provided by Deutsche Bank and Mercanti Securities,LLC and legal services of Munger, Tolles & Olson, 

 

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## LLP, Santoro, Driggs, Walch, Kearney, Holley andThompson, Brownsten Hyatt Farber Schreck, DLA Piper US LLP, and Fox Rothschild LLP and all other service providersto the Sellers in connection with this Agreement and the transactions contemplatedhereby shall not be expenses of the Companies, and shall be paid by the Sellersat the Closing.

##  

## 11.10.      Construction.  Each partyhas been represented by counsel of its choice in the negotiation of thisAgreement.  This Agreement shall be deemedto have been drafted by each of the parties hereto jointly, and no rule ofconstruction shall be invoked respecting the authorship hereof.

##  

## 11.11.      Severability.  In case anyone or more of the provisions contained herein shall, for any reason, be heldto be invalid, illegal or unenforceable in any respect, such provision orprovisions shall be ineffective only to the extent of such invalidity,illegality or unenforceability, without invalidating the remainder of suchprovision or provisions or the remaining provisions of this Agreement, and thisAgreement shall be construed as if such invalid, illegal or unenforceableprovision or provisions had never been contained herein, unless such aconstruction would be unreasonable.

##  

## 11.12.      Amendments.  This Agreementmay only be amended by a written document signed by the Buyers and theSellers.  Until such an amendment issigned by both parties, any other agreements, understandings, writings or oralpromises or representations that are at odds with the terms of this Agreementwill be of no effect and will not in any way be binding upon the parties.

##  

## 11.13.      Assignments.

##  

### (a)           None of the Buyers nor the Parent mayassign any of their rights or obligations under this Agreement without theprior written consent of the Sellers and any purported assignment without suchconsent shall be void, except that each Buyer may assign this Agreement to itsdirect or indirect wholly-owned Affiliate provided, that, such assignment shallnot unduly delay or hinder the obtaining or completion of the Gaming Approvalsrequired by Section 8.1(b) hereof.

###  

### (b)           The Sellers may not assign any oftheir rights or obligations under this Agreement without the prior writtenconsent of the Buyers and any purported assignment without such consent shallbe void.

###  

## 11.14.      Notices.  All notices,requests, instructions, claims, demands, consents and other communicationsrequired or permitted to be given hereunder shall be in writing and shall bedeemed to have been duly given on the date delivered by hand or by courierservice such as Federal Express, or by other messenger (or, if delivery isrefused, upon presentment) or upon receipt by facsimile transmission (withconfirmation), or upon delivery by registered or certified mail (return receiptrequested), postage prepaid, to the parties at the following addresses:

##  

If to the Buyers:

 

The CorporationTrust Company

1209 Orange Street

 

118

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Wilmington,Delaware  19801

Attention:   Scott Lascala

                   Service of ProcessDepartment

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 the Sellers:

 

MillenniumGaming, Inc.

9107West Russell Road

LasVegas, Nevada  89148

Attn:  Chief Executive Officer

Facsimile:  (702) 856-5101

 

119

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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).

 

## 11.15.      Further Assurances.  Withoutlimiting the provisions of Section 7.4, the parties hereto shalluse commercially reasonable efforts to do and perform or cause to be done andperformed all such further acts and things and shall execute and deliver allsuch other agreements, certificates, instruments or documents as any otherparty may reasonably request in order to carry out the intent and purposes ofthis Agreement and the consummation of the transactions contemplated hereby.

##  

## 11.16.      Confidentiality.  Thedisclosure of confidential or proprietary information by the Sellers or theBuyers to the other 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 (i) the date of the publicannouncement of discussions relating to the sale and purchase described herein,(ii) the date of the public announcement of sale and purchase describedherein, or (iii) the date of the execution of this Agreement, all withinthe meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoingis not intended to affect each party’s privilege to maintain, in its solediscretion, the confidentiality of communications with its attorneys or with afederally authorized tax practitioner under Section 7525 of the InternalRevenue Code.

##  

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

##  

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

 

120

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### (b)                                 all definitions set forth herein shall bedeemed applicable whether the words defined are used herein in the singular orthe plural;

###  

### (c)                                  all pronouns and any variations thereofrefer to the masculine, feminine or neuter, singular or plural, as the contextmay require;

###  

### (d)                                 the words “include” and “including” andvariations thereof shall not be deemed terms of limitation, but rather shall bedeemed 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 descriptive headingsherein are included for convenience of reference only and shall be ignored inthe construction or interpretation hereof;

###  

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

###  

### (h)                                 the Exhibits and the Sellers DisclosureSchedules attached hereto are incorporated herein by reference and shall beconsidered part of this Agreement as if fully set forth herein; and

###  

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

###  

## 11.18.                  Enforcement of this Agreement. Subject to Section 11.6 above, the parties hereto agree thatmoney damages or other remedy at law would not be sufficient or adequate remedyfor any breach or violation of, or default under, this Agreement by them andthat in addition to all other remedies available to them, each of them shall beentitled to the fullest extent permitted by law to an injunction restrainingsuch breach, violation or default and to other equitable relief, includingspecific performance, with bond or other security being required.

##  

## 11.19.                  Knowledge.  Whenreferences are made in this Agreement to information being “to the knowledge of”a party hereto or similar language, such knowledge shall refer to the actualknowledge of: (a) for the purposes of Article 4 and Article 5,William Paulos, William Wortman, and Tom Lettero for Millennium, and StephenKaplan and Skardon Baker for HoldCo; (b) for the purposes of Article 5,William Paulos, William Wortman, Tom Lettero, and Guy Hillyer; and (c) forthe purposes of Article 6, Rowen Craigie and Geoff Kleemann.  Such individuals shall be deemed to have “knowledge”of a particular fact or other matter if such individual is actually aware ofsuch fact or other matter.

##  

**[SignaturePages Follow]**

 

121

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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.

 
|   | **BUYERS:**                                 |
|--------|---------------------------------------------|
|   |                                        |   |
|   | **CROWN CCR GROUP INVESTMENTS  ONE,   LLC** |
|   |                                        |   |
|   | By:                                         | CROWN CCR HOLDINGS, LLC |
|   | Its:                                        | Sole member |
|   |                                        |   |
|   | By:                                         | CROWN CCR GROUP HOLDING  ONE |
|   | PTY LTD                                     |
|   | Its:                                        | Sole member |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | */s/ Rowen Craigie* |
|   |                                        | Name: | Rowen Craigie |
|   |                                        | Title: | Director |
|   |                                        |   |
|   |                                        |   |
|   | **CROWN CCR GROUP INVESTMENTS  TWO,   LLC** |
|   |                                        |   |
|   | By: CROWN CCR HOLDINGS,  LLC                |
|   | Its:                                        | Sole member |
|   |                                        |   |
|   | By: CROWN CCR GROUP  HOLDINGS ONE   PTY LTD |
|   | Its:                                        | Sole member |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | */s/ Rowen Craigie* |
|   |                                        | Name: | Rowen Craigie |
|   |                                        | Title: | Director |
|   |                                        |   |
|   |                                        |   |
|   | **PARENT:**                                 |
|   |                                        |   |
|   | **CROWN LIMITED**                           |
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | */s/ Rowen Craigie* |
|   |                                        | Name: | Rowen Craigie |
|   |                                        | Title: | Director |
|   |                                        |   |   |
|        |                                             |  |  |  |  |  |

 

SIGNATURE PAGE TO PURCHASE AGREEMENT

 

----

 
|   | **SELLERS:**                 |
|--------|------------------------------|
|   |                         |   |
|   | **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 |
|   |                         |   |   |
|   |                         |   |   |
|   |                         |   |   | SIGNATURE  PAGE TO PURCHASE AGREEMENT |
|        |                              |  |  |  |  |  |  |  |

 

----

 

**Thepersons signing below hereby acknowledgeand agree to the provisions of Sections 2.3(f) and 7.15:**

 

 
|               |   |
|--------------------|--------|
| William J. Paulos  |
|               |
|               |
|               |   |
| William C. Wortman |
|               |
|               |
|               |   |   |   | SIGNATURE  PAGE TO PURCHASE AGREEMENT |
|                    |        |  |  |  |  |

 

----