Preview | Limited Liability Company Agreement |

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of OCM HoldCo, LLC, a Delaware limited liability company (the Company), is entered into on September 23, 2005 (the Execution Date), and shall be effective as of the First Closing Date (such date, the Effective Date), except that Article VII shall be effective as of the Execution Date, by and among the Persons who are identified as Members on Annex A attached hereto and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act, on the following terms and conditions:

1.1 Formation. The Company was formed as a limited liability company under and pursuant to the provisions of the Act on July 22, 2005. The fact that the Certificate is on file in the office of the Secretary of State of the State of Delaware shall constitute notice that the Company is a limited liability company. The rights and liabilities of the Members shall be as provided under the Act, the Certificate and this Agreement. The Members hereby approve and ratify all actions heretofore taken by any Member and any of its agents or representatives in connection with the formation or organization of the Company. The sole Member of the Company immediately prior to the Effective Date shall be OCM InvestCo, LLC, a Nevada limited liability company (InvestCo). In connection with the execution of this Agreement by the Persons who are identified as Members on Annex A attached hereto, InvestCo hereby terminates, as of the Effective Date, any prior agreements or understandings, oral or written, regarding the operation of the Company, and any such prior agreements or understandings shall, as of the Effective Date, be null and void and of no further force or effect and shall, as of the Effective Date, be superseded and replaced in their entirety by this Agreement.

1.2 Name. The name of the Company is OCM HoldCo, LLC and all business of the Company shall be conducted in such name. The Managers may change the name of the Company to any other name as they may determine.

1.3 Purpose; Powers. The purpose of the Company (the Business Purpose) is to hold equity in one (1) or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection therewith (the Business). The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the Business Purpose. It is hereby acknowledged

and agreed that InvestCo, as holder of Class B Units, shall not be entitled to any management or voting rights with respect to the Company, except as provided by applicable law.

1.4 Place of Business of the Company. The principal place of business of the Company shall be located at 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071. The Managers may change the principal place of business of the Company to any other place within or without the State of California. The registered office of the Company in the State of Delaware shall be initially located at the address set forth in the Certificate.

1.5 Other Offices. The Company may establish and maintain other offices at any time and at any place or places as the Managers may designate.

1.6 Filings; Registered Agent for Service of Process.

(a) The Managers shall take all actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware, including the preparation and filing of such amendments to the Certificate and such other certificates, documents, instruments and publications as may be required by law.

(b) The Managers or, if required by applicable law, the Members shall execute and cause to be filed original and amended certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdiction in which the Company engages in Business.

(c) The resident agent of the Company for service of process on the Company in the State of Delaware shall be as set forth in the Certificate or as changed by the Managers from time to time in accordance with the Act.

1.7 Term. The term of the Company commenced on the date the Certificate was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act, and shall continue in perpetuity, unless earlier terminated in accordance with Article IX.

1.8 Partnership Tax Treatment. Each Member recognizes, agrees and intends that, for federal and conforming state income tax purposes and no other, the Company will be classified as a partnership.

1.9 Title to Company Property. All property owned by the Company shall be owned by the Company as an entity, and no Member shall have any ownership interest in such property in its individual name. The Company shall hold title to all of its property in the name of the Company and not in the name of any Member.

1.10 Outside Activities. In view of the limited purposes of the Company, no Member shall have any obligation (fiduciary or otherwise) with respect to the Company or to the other Members arising out of this Agreement insofar as making other investment opportunities available to the Company or to the other Members. Each Member may, notwithstanding the existence of this Agreement, engage in whatever activities such Member may choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or to the other Members pursuant to this Agreement. Neither this Agreement nor any activities undertaken pursuant hereto shall prevent any Member from engaging in such activities, and the fiduciary duties of the Members to each other and to the Company shall be limited solely to those arising from the purposes of the Company described in Section 1.3 above.

ARTICLE II

DEFINITIONS & INTERPRETATION

2.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

Act. The Delaware Limited Liability Company Act, 6 Del. C. 18-101, et seq. (or any corresponding provisions of succeeding law).

Additional Capital Contributions. With respect to any Member, the Capital Contributions made by such Member pursuant to Section 3.3. In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Additional Capital Contributions of the transferor to the extent they relate to the Units Transferred.

Affiliate. With respect to a specified Person, a Person that directly, or indirectly through one (1) or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

Agreement. As defined in the Preamble hereof, including and incorporating each annex attached hereto.

Book Value. With respect to any Company property, the Companys adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or, in the sole discretion of the Managers, permitted by Regulations Section 1.704-1(b)(2)(iv)(d)-(g).

Business. As defined in Section 1.3.

Business Purpose. As defined in Section 1.3.

Capital Account. As defined in Section 4.1.

Capital Contributions. With respect to any Member, the amount of money contributed to the Company with respect to the Units in the Company held or purchased by such Member, including Additional Capital Contributions.

Certificate. The certificate of formation of the Company filed with the Secretary of State of the State of Delaware pursuant to the Act to form the Company.

Class A Unit. Class A ownership unit in the Company, including any and all benefits to which the holder of such Class A Unit may be entitled as provided in this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.

Class A Vote. With respect to any action, a vote by the Member holding Class A Units, whether at a meeting or by written consent, in which such Member unanimously affirms such action.

Class B Unit. Class B ownership unit in the Company, including any and all benefits to which the holder of such Class B Unit may be entitled as provided in this Agreement, together with all obligations of such holder to comply with the terms and provisions of this Agreement.

Code. The United States Internal Revenue Code of 1986.

Company. As defined in the Preamble hereof.

Contribution and Unit Purchase Agreement. Contribution and Unit Purchase Agreement, dated as of May 10, 2005, by and among William J. Paulos, William C. Wortman, Millennium Gaming, Inc., Cannery Casino Resorts, LLC, MGIM, LLC, WCW Landco, LLC, OCM InvestCo, LLC and OCM AcquisitionCo, LLC, including all exhibits and schedules attached thereto.

Dissolution Event. As defined in Section 9.1.

Effective Date. As defined in the Preamble hereof.

Execution Date. As defined in the Preamble hereof.

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