PREFERRED PURCHASE AGREEMENT by and among CROWN LIMITED, CROWN CCR GROUP INVESTMENTS ONE, LLC, CROWN CCR GROUP INVESTMENTS TWO, LLC, MILLENNIUM GAMING, INC., OCM HOLDCO, LLC and CANNERY CASINO RESORTS, LLC Dated as of March 12, 2009

Exhibit 10.32

PREFERRED PURCHASE AGREEMENT

by and among

CROWN LIMITED,

CROWN CCR GROUP INVESTMENTS ONE, LLC,

CROWN CCR GROUP INVESTMENTS TWO, LLC,

MILLENNIUM GAMING, INC.,

OCM HOLDCO, LLC

and

CANNERY CASINO RESORTS, LLC

Dated as of March 12, 2009

TABLE OF CONTENTS

ARTICLE 1

Definitions

ARTICLE 2

Sale and Purchase of Series B Preferred Units

2.1.	Sale and Purchase of Series B Preferred Units	9
2.2.	Consideration	9
2.3.	Closing Deliveries of CCR	9
2.4.	Closing Deliveries of the Purchasers and the Parent	10
2.5.	Purchase Notice	10
2.6.	Closing Date Escrow Release	10

ARTICLE 3

Closing

3.1.	Closing	10
3.2.	Closing Date	11

ARTICLE 4

Representations and Warranties Regarding the Current Equityholders

4.1.	Current Equityholder Organization and Good Standing	11
4.2.	Current Equityholder Authority; Enforceability	11

ARTICLE 5

Representations and Warranties Regarding the Companies

5.1.	Company Organization and Good Standing	11
5.2.	CCR Authority; Enforceability	12
5.3.	Capitalization; Valid Issuance	12
5.4.	Consents and Approvals	13
5.5.	No Violations	13
5.6.	Governmental Authorizations; Compliance with Laws	13

	ARTICLE 6

	Representations and Warranties Regarding the Purchasers and the Parent

6.1.	Purchaser and Parent Organization and Good Standing	14
6.2.	Purchaser and Parent Authority; Enforceability	14
6.3.	Consents and Approvals	14
6.4.	No Violations	15
6.5.	Securities Act	15
6.6.	Investor Status	15
6.7.	Securities Not Registered	15
6.8.	Tax Matters	16

ARTICLE 7

Covenants of the Parties

7.1.	Cooperation	16
7.2.	No Alternative Transactions	17
7.3.	Guarantee	18
7.4.	Use of Proceeds	19

ARTICLE 8

Conditions to Closing

8.1.	Conditions to the Obligations of All Parties	19
8.2.	Conditions to the Obligations of the Purchasers and the Parent	19
8.3.	Conditions to the Obligations of CCR	20

ARTICLE 9

Termination

9.1.	Termination	20
9.2.	Effect of Termination	21
9.3.	Gaming Approvals	22

ARTICLE 10

General

10.1.	Entire Agreement	23
10.2.	No Third Party Rights or Obligations	23
10.3.	Counterparts	23
10.4.	Headings	23
10.5.	Applicable Law	23
10.6.	Enforcement	24

10.7.	Waiver of Jury Trial		24
10.8.	Waiver of Conditions		24
10.9.	Transaction Expenses		24
10.10.	Construction		25
10.11.	Severability		25
10.12.	Amendments		25
10.13.	Assignments		25
10.14.	Notices		25
10.15.	Further Assurances		27
10.16.	Confidentiality		28
10.17.	Additional Rules of Construction		28

ANNEXES, EXHIBITS AND SCHEDULES

Annexes

Annex I		Form of Revised Operating Agreement

Exhibits

Exhibit A		Capitalization

Exhibit B		Title Commitment Exceptions

Exhibit C		Schedule of Sources and Uses

Schedules

Schedule 1		Permitted Exceptions

Schedule 5.3		Capitalization

iii

PREFERRED PURCHASE AGREEMENT

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

RECITALS

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

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

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

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

WHEREAS, upon the closing of the transactions contemplated by this Agreement and the distribution to CCR of the Preferred Purchase Price from the Purchase Price Escrow

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

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

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

ARTICLE 1

Definitions

As used in this Agreement, the following terms shall have the following meanings:

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

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

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

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

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

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

1.7. “Business Day” means any day other than a Saturday or a Sunday or a day on which banks located in New York, New York generally are authorized or required by law or regulation to close.

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

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

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

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

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

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

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

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

1.16. “Crown Parties” has the meaning set forth in the Preamble.

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

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

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

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

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

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

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

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

1.25. “Escrow Agreement” has the meaning set forth in the Preamble.

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

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

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

1.29. “Gaming Authority” means any Governmental Entity with regulatory control, authority or jurisdiction over casino, pari-mutuel and lottery or other gaming activities and operations, including the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Xxxxx County Liquor and Gaming Licensing Board, the City of Las Vegas and the City of North Las Vegas, the Pennsylvania Gaming Control Board and the Pennsylvania Harness Racing Commission.

1.30. “Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over, casino and pari-mutuel, lottery or other gaming activities within the State of Nevada or the Commonwealth of Pennsylvania, including the rules and regulations established by any Gaming Authority.

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

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

1.33. “Governmental Entity” means any federal, state or local government or any subdivision thereof, any supranational, or any domestic or foreign federal, state or local court, tribunal (including any arbitrator or arbitral tribunal), legislative, executive, or regulatory authority, agency, department, commission, instrumentality or body, including any Gaming Authority.

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

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

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

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

1.38. “knowledge” means, for the purpose of Section 5.6(a), when referring to the knowledge of any Company, the actual knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, and Xxx Xxxxxxx.

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

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

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

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

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

adverse to the business (excluding any future development opportunities), properties, assets, liabilities, financial condition or results of operations of the Companies, taken as a whole, (ii) any failure of CCR to be able to deliver to the Purchasers at the Closing, free and clear of all Liens, the Series B Preferred Units or (iii) the loss by any Subsidiary of CCR of its non-restricted gaming license necessary to operate its gaming Business in the State of Nevada, the loss by CCR of its finding of suitability as a holding company of any Subsidiary holding such non-restricted gaming license, or the loss of Washington Trotting Association, Inc.’s Category I Slot Machine License to operate its gaming Business; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there 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 or securities markets (including changes to interest rates, currency rates or the value 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, military action, sabotage or terrorism; (B) any Effect resulting from the announcement of this Agreement and the transactions contemplated hereby, or the identity of the Parent, the Purchasers or any of their Affiliates as the acquiror of the Companies; (C) any failure to meet projections, forecasts or revenue or earnings predictions for any period, provided that the underlying causes of any such failure shall not be excluded; (D) any changes in Law, GAAP or any accounting regulation (including any proposal or adoption of any new Law or GAAP rule or any change in the interpretation or enforcement of any existing Law or GAAP rule); (E) any Effect in the travel, hospitality or gaming industries generally; or (F) any taking of any action by any of the Companies or the Current Equityholders specifically required by this Agreement to be so taken; 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 a disproportionate impact on the Companies.

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

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

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

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

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

1.49. “Original Purchase Agreement” means that certain Purchase Agreement, dated as of December 11, 2007, among the Crown Parties, the Current Equityholders and CCR, as thereafter amended.

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

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

1.52. “Permitted Exceptions” means (i) any Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics’, warehousemens’, materialmens’, contractors’, workmens’, repairmens’, carriers’ and other similar Liens that are (a) inchoate or (b) being contested in good faith by appropriate proceedings or with respect to which reserves there remains a bona fide opportunity to contest and, in either case, for which reserves have been established, where appropriate and consistent with past practice; (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations provided that such items do not appear on title; (iv) imperfections of title that, individually or in the aggregate, do not materially and adversely restrict or affect the value or the contemplated or current use and enjoyment of any material property or assets of any of the Companies; (v) the title policy and title commitment exceptions identified on Exhibit B attached hereto; (vi) any state of facts shown or which should have been shown on an existing ALTA survey covering any of the real property of the Companies that has been delivered or made available to the Purchasers; (vii) all presently existing and future Liens of water rates, water meter charges, water frontage charges and sewer Taxes, rents and charges, if any, provided that such items are not due and payable; (viii) any other matter or thing affecting title to the Companies’ real property that the Purchasers shall have expressly agreed in writing to waive; (ix) Liens disclosed on Schedule 1; (x) the dedication of approximately 2.242 acres of the Xxxxxxx Property to North Strabane Township, as set forth in that certain Agreement of Dedication entered into as of December 29, 2008, by and between North Strabane Township and CCR Pennsylvania Racing, Inc.; or (xi) any other Liens (excluding any Liens for Indebtedness) that have been incurred or suffered in the ordinary course of business consistent with past practice and are not, individually or in the aggregate, material to the Companies.

1.53. “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 any kind or nature.

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

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

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

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

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

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

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

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

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

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

1.64. “Subsidiary” means, with respect to any Person, any corporation or other entity of which such Person has, directly or indirectly, (a) ownership of securities or other interests having the power to elect a majority of the Board of Directors or similar governing body of such corporation or other entity or (b) the power to direct the business and policies of that corporation or other entity.

1.65. “Tax Authority” means any Governmental Entity or any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

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

1.67. “Taxes” means all taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges, including Income Taxes, all federal, state, local, municipal, county, foreign and other franchise, profits, capital gains, capital stock, capital structure, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding and other taxes of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated

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

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

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

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

ARTICLE 2

Sale and Purchase of Series B Preferred Units

2.1. Sale and Purchase of Series B Preferred Units. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, CCR shall issue and sell to each Purchaser, and each Purchaser shall purchase from CCR and subscribe for, 35,807 Series B Preferred Units, for a total of 71,614 Series B Preferred Units, in each case, free and clear of all Liens (other than Liens created by the Purchasers). The terms, limitations and relative rights and preferences of the Series B Preferred Units shall be as set forth in the Revised Operating Agreement.

2.2. Consideration.

(a) Subject to the provisions of Section 9.2(a), the aggregate consideration for the Series B Preferred Units, payable at the Closing, shall be an amount in cash equal to the Preferred Purchase Price.

(b) Upon execution and delivery of the Transaction Documents by all parties thereto prior to or on the date hereof, each Purchaser shall deposit with the Escrow Agent, by wire transfer of immediately available funds, an amount in cash equal to 50% of the Preferred Purchase Price. The Preferred Purchase Price shall be maintained and released subject to and in accordance with the terms of the Escrow Agreement.

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

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

(b) for each Purchaser, certificates representing the Series B Preferred Units purchased by such Purchaser;

(c) counterpart originals of the Revised Operating Agreement, duly executed by the Current Equityholders; and

(d) such other instruments, assignments, waivers, consents or other documents as the Purchasers or the Parent may reasonably request to evidence the satisfaction of all conditions precedent set forth in Article 8 or to consummate the transactions contemplated by this Agreement.

2.4. Closing Deliveries of the Purchasers and the Parent. At the Closing, the Parent shall deliver, or cause the Purchasers to deliver, as applicable, to CCR and the Current Equityholders each of the following (in addition to any other documents required to be delivered to CCR and the Current Equityholders by or on behalf of the Parent or the Purchasers pursuant to any other provisions of this Agreement):

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

(b) counterpart originals of the Revised Operating Agreement, duly executed by the Purchasers; and

(c) such other instruments, assignments, waivers, consents or other documents as CCR may reasonably request to evidence the satisfaction of all conditions precedent set forth in Article 8 or to consummate the transactions contemplated by this Agreement.

2.5. Purchase Notice. If all Gaming Approvals required to be obtained prior to the Closing to consummate the transactions contemplated by this Agreement have been obtained, the Purchasers and the Current Equityholders shall jointly deliver to the Escrow Agent no later than two (2) Business Days prior to the anticipated Closing Date the Purchase Notice instructing the Escrow Agent to distribute the Preferred Purchase Price to CCR.

2.6. Closing Date Escrow Release. On the Closing Date, the Escrow Agent shall distribute the Preferred Purchase Price to CCR by wire transfer of immediately available funds to the “Distribution Account” set forth adjacent to CCR’s name on Exhibit A to the Escrow Agreement.

ARTICLE 3

Closing

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

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

ARTICLE 4

Representations and Warranties Regarding the Current Equityholders

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

4.1. Current Equityholder Organization and Good Standing. The Current Equityholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (except where such concepts are not applicable), except for failures to be in good standing that, individually or in the aggregate, are not material to its ability to perform its obligations hereunder or under any of the other Transaction Documents to which it is a party and are not reasonably likely to prohibit or materially restrict or delay its performance of this Agreement or any of such other Transaction Documents.

4.2. Current Equityholder Authority; Enforceability. The Current Equityholder has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Current Equityholder, and no other company action on the part of the Current Equityholder or any of its members or shareholders is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and such other Transaction Documents, when duly executed by the other parties hereto and thereto, will constitute legally valid and binding obligations of the Current Equityholder enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity.

ARTICLE 5

Representations and Warranties Regarding the Companies

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

5.1. Company Organization and Good Standing. Each Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (except where such concepts are not applicable), (b) has all requisite power and

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

5.2. CCR Authority; Enforceability. CCR has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of CCR, and no other company action on the part of CCR or any of its members or shareholders is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and such other Transaction Documents, when duly executed by the other parties hereto and thereto, will constitute legally valid and binding obligations of CCR enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity.

5.3. Capitalization; Valid Issuance.

(a) Exhibit A to this Agreement contains a complete and accurate description of the ownership structure of the Companies (including the identity and percentage ownership of each Company and each other member, partner or other owner). The Companies do not have any other Subsidiaries 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 or other owner, as applicable, is the owner of all right, title and interest (record and beneficial) in and to the issued and outstanding equity interests of the Companies as set forth on Exhibit A to this Agreement, free and clear of all Liens, other than Permitted Exceptions. No Company and no other member, partner or other owner, as applicable, owns any right, title or interest (record or beneficial) to any other equity interests of the Companies. The equity interests of each Company as set forth on Exhibit A to this Agreement constitute all of the issued and outstanding equity interests of such Company. All of the issued and outstanding equity interests of each Company have been duly authorized and are validly issued, fully paid (if applicable) and nonassessable (if applicable) and none of them has been issued in violation of preemptive or similar rights. There are no declared or accrued but unpaid dividends or distributions with regard to any issued and outstanding equity interests of any Company, other than distributions by CCR to the Current Equityholders for payment of Taxes in accordance with the Governing Documents of CCR.

(b) Except as set forth on Schedule 5.3, (i) there are no equity interests in any Company reserved for issuance or subject to preemptive rights or any outstanding subscriptions, options, warrants, calls, rights, agreements, obligations, convertible, exercisable or exchangeable securities, or other commitments, contingent or otherwise, relating to equity interests in any of the Companies, (ii) there are no outstanding or authorized membership interests, stock appreciation, phantom stock, profit participation, or similar rights for which any Company has

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

(c) The Series B Preferred Units being purchased by the Purchasers pursuant to this Agreement will, upon issuance pursuant to the terms of this Agreement, (i) be duly authorized and validly issued Series B Preferred Units of CCR, (ii) have the rights and privileges set forth in the Revised Operating Agreement and (iii) constitute 24.5% of the outstanding equity interests in CCR on an as-converted, fully-diluted basis as of the Closing Date.

5.4. Consents and Approvals. No material consent, approval, order or authorization of any third party that is not a Governmental Entity is required for the execution, delivery and performance of this Agreement by CCR. Except for the Gaming Approvals, no notices, reports, registrations or other filings are required to be made by any of the Companies with, nor are any consents, approvals or Governmental Authorizations required to be obtained by any of the Companies from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or, at the time of their execution, the other Transaction Documents by CCR, 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 perform its obligations hereunder or thereunder and are not reasonably likely to prohibit or materially restrict or delay the consummation of the transactions contemplated hereby or thereby.

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

5.6. Governmental Authorizations; Compliance with Laws.

(a) To the Companies’ knowledge, the Companies have obtained and maintain in full force and effect all material Governmental Authorizations required to substantially conduct the Business of the Companies as it is presently being conducted, and for the lawful ownership, leasing, use and operation of their respective properties and assets, in each case, except for such Governmental Authorizations the failure to have, obtain or maintain are not material to the ability of CCR to perform its obligations hereunder and are not reasonably likely to prohibit or materially restrict or delay the consummation of the transactions contemplated hereby. To the Companies’ knowledge, there has occurred no material violation of or default under any such Governmental Authorization. To the Companies’ knowledge, none of the Companies has received a currently effective written notice, or has knowledge of any other

notice, indicating that any such Governmental Authorizations will be revoked or will not be renewed or will only be renewed in a manner that would prohibit or materially restrict the Companies from conducting their material operations in the ordinary course of business consistent with past practice.

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

ARTICLE 6

Representations and Warranties Regarding the Purchasers and the Parent

Each of the Purchasers and the Parent, jointly and severally, hereby represents and warrants to CCR as follows:

6.1. Purchaser and Parent Organization and Good Standing. Each of the Purchasers and the Parent (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (except where such concepts are not applicable), (b) has all requisite power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted and (c) is duly qualified or licensed to transact business and is in good standing in each state or jurisdiction in which the ownership, operation or leasing of its property or the conduct of its business requires such qualification or license, except for failures to so qualify or be licensed or in good standing that, individually or in the aggregate, are not material to its ability to perform its obligations hereunder and are not reasonably likely to prohibit or materially restrict or delay its performance of this Agreement or any of such other Transaction Documents.

6.2. Purchaser and Parent Authority; Enforceability. Each of the Purchasers and the Parent has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Purchasers or the Parent, as applicable, and no other company action on the part of the Parent or any of its shareholders is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and such other Transaction Documents, when duly executed by the other parties hereto and thereto, will constitute legally valid and binding obligations of the Purchasers or the Parent, as applicable, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity.

6.3. Consents and Approvals. No material consent, approval, order or authorization of any third party that is not a Governmental Entity is required for the execution, delivery and performance of this Agreement by the Purchasers or the Parent. Except for the Gaming Approvals, no notices, reports, registrations or other filings are required to be made by

the Purchasers or the Parent with, nor are any consents, approvals or Governmental Authorizations required to be obtained by the Purchasers or the Parent from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement or, at the time of their execution, the other Transaction Documents by the Purchasers or the Parent, 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 perform its obligations hereunder or under any of the other Transaction Documents to which it is a party and are not reasonably likely to prohibit or materially restrict or delay its performance of this Agreement.

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

6.5. Securities Act. The Purchasers are acquiring the Series B Preferred Units for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in any manner that would be in violation of the Securities Act. Neither of the Purchasers has, directly or indirectly, offered the Series B Preferred Units to anyone or solicited any offer to buy the Series B Preferred Units from anyone, so as to bring the offer and sale of the Series B Preferred Units within the registration requirements of the Securities Act. Neither of the Purchasers will sell, convey, transfer or offer for sale any of the Series B Preferred Units except upon compliance with the Revised Operating Agreement, the Securities Act and any applicable state securities or “blue sky” laws or pursuant to any exemption therefrom.

6.6. Investor Status. Each Purchaser certifies and represents to CCR that such Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser’s financial condition is such that it is able to bear the risk of holding the Series B Preferred Units for an indefinite period of time and the risk of loss of its entire investment. Each Purchaser has been afforded the opportunity to ask questions of and receive answers from the management of CCR concerning this investment and has sufficient knowledge and experience in investing in companies similar to CCR so as to be able to evaluate the risks and merits of its investment in CCR.

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

the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

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

ARTICLE 7

Covenants of the Parties

7.1. Cooperation.

(a) Each party will cooperate with the other in taking, or causing to be taken, all appropriate actions and all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including preparing and filing as promptly as reasonably practicable all documentation to obtain all Governmental Authorizations.

(b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, or any Transaction Document, each of the parties shall cooperate in all respects with each other to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits or materially restricts or delays consummation of the transactions contemplated by this Agreement or any Transaction Document.

(c) The parties mutually agree to cooperate with each other (i) to, as promptly 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 (including the receipt of informal advice from the Gaming Authority that no filing or permit is required, including with respect to any Affiliates or Licensed Persons) required to permit the parties hereto to consummate the transactions contemplated by this Agreement (collectively, “Gaming Approvals”), (ii) to avoid any action or proceeding by any Gaming Authority challenging the consummation of the transactions contemplated hereby, (iii) to make or cause to be made all necessary filings, and thereafter make or cause to be made any other required submissions with respect to this Agreement and the transactions contemplated hereby, as required under the Gaming Laws, (iv) to schedule and attend (or cause to be scheduled and attended) any hearings or meetings with Gaming Authorities to obtain the Gaming Approvals as promptly as possible and (v) to act diligently and promptly to pursue any and all of the foregoing as necessary to obtain the Gaming Approvals.

(d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of the Purchasers, the Parent or any Licensed Person before any Governmental Authority, including any Gaming Authority, or the staff or regulators of any Governmental Authority, in connection with the

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

(e) Notwithstanding anything to the contrary herein, the parties agree that counsel for CCR may, at its discretion, direct the strategy for obtaining the Gaming Approvals required to consummate the purchase of the Series B Preferred Units and coordinate and participate in any and all appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made before any Governmental Authority, including any Gaming Authority, or the staff or regulators of any Governmental Authority, in connection with the purchase of the Series B Preferred Units, with the cooperation of the Crown Parties and their counsel; provided that at the reasonable request of Licensed Persons outside the control of the Purchasers or Parent, CCR and the Current Equityholders agree that counsel for CCR shall not participate in the portion of any appearance, meeting, or discussion before the Gaming Authorities which involves confidential information of Licensed Persons outside the control of the Purchasers or Parent.

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

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

7.2. No Alternative Transactions. The parties agree that from the date hereof through the earlier of (a) the Closing Date and (b) the termination of this Agreement under Section 9.1, none of the Current Equityholders or the Companies shall, and each of the Current Equityholders and the Companies shall require its respective Representatives not to, directly or

indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiry, proposal, offer or discussion with any party (other than the Parent or the Purchasers) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock or units, sale or license of material 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 the Parent or the Purchasers) in connection with or in anticipation of any such transaction, (iii) engage in discussions or negotiations with any party (other than with the Parent or the Purchasers) with respect to, or consummate, any such transaction, or (iv) enter into, approve, agree to, recommend or consummate any such transaction.

7.3. Guarantee.

(a) The Parent absolutely, unconditionally and irrevocably guarantees to CCR and the Current Equityholders the due and punctual observance, performance and discharge of all of the covenants, agreements, obligations and liabilities of the Purchasers pursuant to this Agreement, whether fixed, 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 the obligations of the Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of CCR or the Current Equityholders to assert any claim or demand or to enforce any right or remedy against any of the Purchasers, (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of provisions of this Agreement, (iii) any change in the corporate existence, structure or ownership of any of the Purchasers, (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Purchasers, (v) any lack of validity or enforceability of this Agreement, (vi) the existence of any claim, set-off or other rights which the Parent may have at any time against CCR, the Current Equityholders or any of the Purchasers, whether in connection with the Obligations or otherwise, and (vii) any other act or omission which might in any manner or to any extent vary the risk of the Parent or otherwise operate as a release or discharge of the Parent, all of which may be done without notice to the Parent. Neither CCR nor the Current Equityholders shall be bound or obliged to exhaust their recourse against the Purchasers or pursue any other remedy whatsoever before being entitled to demand the satisfaction of the Obligations by the Parent hereunder. To the fullest extent permitted by law, the Parent hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by CCR or the Current Equityholders. The Parent acknowledges that it will receive substantially direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth herein are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary herein, the Parent’s obligations under this guarantee shall be subject to any and all claims, defenses, setoffs or other rights of or available to the Purchasers.

(c) This guarantee shall remain in full force and effect and shall be binding on the Parent, its successors and assigns until all of the Obligations have been indefeasibly paid, observed, performed or satisfied in full.

7.4. Use of Proceeds. Upon the distribution to CCR of the Preferred Purchase Price at the Closing, subject to and in accordance with this Agreement and the Escrow Agreement, CCR agrees to use the Preferred Purchase Price promptly to make payments in respect of (i) the Companies’ debt facilities in partial repayment of outstanding Indebtedness of the Companies as of the Closing Date (which partial repayment shall be no less than $225 million), (ii) equity cures, if necessary, pursuant to the Companies’ debt facilities for the period ended December 31, 2008 and period ending Xxxxx 00, 0000, (xxx) fees and expenses and (iv) other general corporate purposes as CCR deems appropriate, including the funding of distributions permitted under the Companies’ debt facilities.

ARTICLE 8

Conditions to Closing

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

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

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

(c) Termination and Settlement Agreement. (i) The Termination and Settlement Agreement shall be in full force and effect and (ii) the Original Purchase Agreement shall be terminated in its entirety and be null and void and of no further force or effect.

8.2. Conditions to the Obligations of the Purchasers and the Parent. The obligation of the Purchasers and the Parent to consummate the transactions contemplated 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 CCR and the Current Equityholders contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects), as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are expressly made as of an earlier date which need only be true and correct in all material respects or true and correct in

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

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

(c) Certain Other Documents. The Option Agreement shall be in full force and effect.

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

8.3. Conditions to the Obligations of CCR. The obligation of CCR to consummate the transactions contemplated 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 Parent and the Purchasers contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality, which representations and warranties shall be true and correct in all respects), as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than such representations and warranties that are expressly made as of an earlier date which need only be true and correct in all material respects or true and correct in all respects, as the case may be, as of such earlier date), except where the failure of such representations and warranties to be in compliance with the standard set forth above would not prohibit or materially restrict the performance of this Agreement by the Parent or the Purchasers.

(b) Covenants. The Parent and each Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement.

(c) Closing Deliveries. CCR shall have received the deliverables set forth in Section 2.4.

(d) Release of Preferred Purchase Price. The Preferred Purchase Price shall have been distributed to CCR subject to and in accordance with the Escrow Agreement.

ARTICLE 9

Termination

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

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

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

9.2. Effect of Termination.

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

(b) Upon distribution of the Termination and Series A2 Fee to CCR on the End Date, CCR shall issue to the Purchasers the 4.1% Interest, provided all Gaming Approvals required to be obtained from, issued by or received from any Gaming Authority to permit the parties hereto to consummate such issuance have been received.

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

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

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

(f) Dispute Resolution. Any Closing Dispute shall be finally and exclusively resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the International Commercial Arbitration Supplementary Procedures then in effect (the “Rules”), except as modified herein. The place of arbitration shall be New York, New York. There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If the arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by AAA’s International Centre for Dispute Resolution (“ICDR”) in accordance with the listing, striking and ranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the ICDR shall be a retired judge or a practicing attorney with no less than fifteen years of experience with large commercial cases and an experienced arbitrator. In rendering an award, the arbitrator shall be required to follow the laws of the State of Delaware. The arbitrator shall be limited in the award to directing the disposition of the Crown Payment Fund and may not award any remedy or relief in excess of the disposition of such funds and each of the Current Equityholders and CCR hereby irrevocably waives any right to recover any damages in excess of the funds contained in the Purchase Price Escrow Account with respect to any Closing Dispute. The award of the arbitrator (“Arbitrator Award”) shall be in writing and shall briefly state the findings of fact and conclusions of law on which it is based. The award shall be final and binding upon the Parties and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Judgment upon the award may be entered in any court having jurisdiction over any party or any of its assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the Party resisting such enforcement. The Arbitrator shall have the power to award legal fees, disbursements and other expenses (including fees and costs of such arbitration) to a prevailing party for all amounts which such Arbitrator determines to be reasonable and appropriate.

9.3. Gaming Approvals. It is understood and agreed by the Current Equityholders and CCR that neither the Purchasers nor the Parent shall be in breach or violation of their respective obligations under this Agreement as a result of the failure to obtain any Gaming Approval, or the failure of any Persons affiliated or associated with the Parent or the Purchasers that may need to be licensed under applicable Gaming Laws to receive any Gaming Approval, required to consummate the transactions contemplated hereby or by the other Transaction Documents, in all events, without regard to the circumstances or reason (or no reason) therefor, and CCR and the Current Equityholders shall have no claims or rights against the Parent, the Purchasers and each of their respective Affiliates, direct or indirect equityholders

and controlling persons (including, without limitation and for sake of clarity, Consolidated Press Holdings Limited and its subsidiaries and parent entities, any Licensed Person (as defined in the Original Purchase Agreement) and the entities described in Section 6.9 to the Original Purchase Agreement) and each of their respective successors, assigns, officers, directors, managing directors, partners, managers, principals, members, employees, heirs, executors, administrators, parents, subsidiaries, and predecessor entities and, to the extent such parties are acting in a representative capacity, the creditors, representatives, agents and attorneys of any of them, at law or in equity, other than the right to distribution of the Termination and Series A2 Fee pursuant to the terms of the Escrow Agreement.

ARTICLE 10

General

10.1. Entire Agreement. This Agreement, including the Annex and Exhibits hereto, the other Transaction Documents and the Confidentiality Agreement, dated March 12, 2009, between the Parent and CCR (the “Confidentiality Agreement”), constitute the entire 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 or by any director, officer, employee, agent, Affiliate or Representative of any party hereto. Except for the documents referred to in the immediately preceding sentence, there are no covenants, agreements, undertakings or obligations with respect to the subject matter of this Agreement other than those expressly set forth or referred to herein and no representations or warranties of any kind or nature whatsoever, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, are made or shall be deemed to be made herein by the parties hereto except those expressly made herein.

10.2. No Third Party Rights or Obligations. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies of any nature whatsoever, or impose any burden or obligation of any nature whatsoever, upon any Person other than the parties hereto, under or by reason of this Agreement or any provision of this Agreement, and this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of, and the sole and exclusive burden of, the parties to this Agreement and their respective successors and permitted assigns.

10.3. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree and acknowledge that delivery of a signature by facsimile shall constitute execution by such signatory.

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

10.5. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern under the applicable principles of conflicts of laws.

10.6. Enforcement. Except as otherwise provided in Section 9.2, (i) the parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law and that money damages would not be sufficient in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and (ii) it is accordingly agreed that the parties shall be entitled to an injunction or injunctions and other equitable relief (without bond or other security being required) to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal or state court located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, except as otherwise provided in Section 9.2, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal and state courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a federal or state court in the State of Delaware.

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

10.8. Waiver of Conditions. No claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party. No waiver that may be given by a party will be applicable except in the specific instance for which it is given. No notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

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

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

Securities, LLC and legal services of Xxxxxx, Xxxxxx & Xxxxx, LLP, Santoro, Driggs, Walch, Kearney, Xxxxxx and Xxxxxxxx, Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, DLA Piper US LLP, and Fox Rothschild LLP and all other service providers to CCR or the Current Equityholders in connection with this Agreement shall be paid by CCR at the Closing.

10.10. Construction. Each party has been represented by counsel of its choice in the negotiation of this Agreement. This Agreement shall be deemed to have been drafted by each of the parties hereto jointly, and no rule of construction shall be invoked respecting the authorship hereof.

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

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

10.13. Assignments.

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

(b) Neither CCR nor the Current Equityholders may assign any of their respective rights or obligations under this Agreement without the prior written consent of the Purchasers and any purported assignment without such consent shall be void.

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

If to the Purchasers:

The Corporation Trust Company

0000 Xxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx 00000

Attention:		Xxxxx Xxxxxxx
		Service of Process Department
Facsimile:		(000) 000-0000

With a copy to:

Crown Limited

0 Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxx 0000

Xxxxxxxxx

Attn: Company Secretary

Facsimile: + 61 3 9292 8815

and

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP

Xxxx Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxxxx Xxxxx

Facsimile: (000) 000-0000

If to the Parent:

Crown Limited

0 Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxx 0000

Xxxxxxxxx

Attn: Company Secretary

Facsimile: + 61 3 9292 8815

With a copy to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP

Xxxx Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxxxx Xxxxx

Facsimile: (000) 000-0000

If to CCR:

Cannery Casino Resorts, LLC

0000 Xxxx Xxxxxxx Xxxx

Xxx Xxxxx, Xxxxxx 00000

Attn: Managers

Facsimile: (000) 000-0000

With a copy to:

OCM Holdco, LLC

000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxx

Facsimile: (000) 000-0000

and

Xxxxxx, Xxxxxx & Xxxxx LLP

000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxx X. Xxxxxxx-Xxxxx

Facsimile: (000) 000-0000

If to the Current Equityholders:

Millennium Gaming, Inc.

0000 Xxxx Xxxxxxx Xxxx

Xxx Xxxxx, Xxxxxx 00000

Attn: Chief Executive Officer

Facsimile: (000) 000-0000

and

OCM Holdco, LLC

000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxxx

Facsimile: (000) 000-0000

With a copy to:

Xxxxxx, Xxxxxx & Xxxxx LLP

000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxx X. Xxxxxxx-Xxxxx

Facsimile: (000) 000-0000

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

10.15. Further Assurances. Without limiting the provisions of Section 7.1, the parties hereto shall use commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other

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

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

10.17. 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 not solely to the particular portion of this Agreement in which any such word is used;

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

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

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

(e) all accounting terms not specifically defined herein shall be construed in accordance with GAAP;

(f) the captions and descriptive headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof;

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

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

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

[Signature Pages Follow]

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

Signed for CROWN LIMITED by its
attorney under power of attorney in the
presence of:

/s/ Xxxxx Xxxxxx		/s/ Guy Jalland
Signature of witness		Signature of attorney

Xxxxx Xxxxxx		Guy Jalland
Name of witness (print)		Name of attorney (print)


Signed for CROWN CCR GROUP
INVESTMENTS ONE, LLC by its
attorney under power of attorney in the
presence of:

/s/ Xxxxx Xxxxxx		/s/ Guy Jalland
Signature of witness		Signature of attorney

Xxxxx Xxxxxx		Guy Jalland
Name of witness (print)		Name of attorney (print)


Signed for CROWN CCR GROUP
INVESTMENTS TWO, LLC by its
attorney under power of attorney in the
presence of:

/s/ Xxxxx Xxxxxx		/s/ Guy Jalland
Signature of witness		Signature of attorney

Xxxxx Xxxxxx		Guy Jalland
Name of witness (print)		Name of attorney (print)

CCR:

CANNERY CASINO RESORTS, LLC


By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Manager


CURRENT EQUITYHOLDERS:

MILLENNIUM GAMING, INC.


By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	President


OCM HOLDCO, LLC


By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Manager


By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Manager

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PREFERRED PURCHASE AGREEMENT by and among CROWN LIMITED, CROWN CCR GROUP INVESTMENTS ONE, LLC, CROWN CCR GROUP INVESTMENTS TWO, LLC, MILLENNIUM GAMING, INC., OCM HOLDCO, LLC and CANNERY CASINO RESORTS, LLC Dated as of March 12, 2009

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