SERIES C PREFERRED PURCHASE AGREEMENT by and among CROWN LIMITED, CROWN CCR GROUP INVESTMENTS ONE, LLC, CROWN CCR GROUP INVESTMENTS TWO, LLC, MILLENNIUM GAMING, INC., OCM ACQUISITIONCO, LLC and CANNERY CASINO RESORTS, LLC Dated as of March 3, 2010Series C Preferred Purchase Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • Delaware
This SERIES C PREFERRED PURCHASE AGREEMENT, dated as of March 3, 2010 (this “Agreement”), is by and among (i) Crown Limited, an Australian company (the “Parent”), (ii) Crown CCR Group Investments One, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Parent (“Crown One”), (iii) Crown CCR Group Investments Two, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Parent (“Crown Two” and, collectively with Crown One and the Parent, the “Crown Parties”), (iii) Millennium Gaming, Inc., a Nevada corporation (“Millennium”), (iv) OCM AcquisitionCo, LLC, a Delaware limited liability company (“AcquisitionCo” and, collectively with Millennium, Crown One and Crown Two, the “Purchasers” and each, a “Purchaser”), and (v) Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLC, A NEVADA LIMITED LIABILITY COMPANY Dated as of March 3, 2010Operating Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT of Cannery Casino Resorts, LLC, is entered into and shall be effective as of March 3, 2010 (the “Effective Date”), by and among the Persons who are identified as Members on Appendix A and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act. Certain capitalized terms used herein are defined in Appendix B.
AMENDMENT NO. 1 TOFirst Lien Credit Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of March 3, 2010 (this “Amendment”), is entered into among CANNERY CASINO RESORTS, LLC, a Nevada limited liability company (“CCR” or “Borrower”), WASHINGTON TROTTING ASSOCIATION, INC., a Delaware corporation (“WTA” and, collectively with CCR, the “Borrowers”), each Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and amends the FIRST LIEN CREDIT AGREEMENT, dated as of May 18, 2007 (the “Credit Agreement”), among the Borrowers, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent and CIT LENDING SERVICES CORPORATION, COMMERZBANK AG, LOS ANGELES BRANCH and NEVADA STATE BANK, as Co-Documentation Agents. Capital
