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EXHIBIT 10.16
AGREEMENT
THIS AGREEMENT, made as of the 5th day of August, 1997, by and
between Xxx Equity Group, Inc. ("LEG"), a Florida corporation, and Concorde
Gaming Corporation ("Concorde"),
W I T N E S S E T H:
WHEREAS, LEG and Goldcoast Entertainment Cruises, Inc.
("Goldcoast") are joint venturers in Bayfront Ventures, a Florida joint venture
(the "Joint Venture") which has entered into a Use Agreement (such agreement,
as amended and supplemented from time to time, being hereinafter called the
"Use Agreement") with Bayfront Park Management Trust, a limited agency and
instrumentality of the City of Miami (the "Trust") providing for the grant to
the Joint Venture of the privilege of entry upon Bayfront Park and the
exclusive right to enter upon, use and occupy related facilities (the
"Bayfront Park Docks") for the purpose of docking vessels; and
WHEREAS, Concorde desires to purchase LEG's interest in the
Joint Venture, and LEG desires to sell the same, all upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. On the terms and subject to the conditions herein set
forth, LEG shall sell to Concorde, and Concorde shall purchase, all of LEG's
right, title and interest (hereinafter called the "Interest") in and to the
Joint Venture, and LEG's entire economic and ownership interest in the Joint
Venture, including any and all rights to distributions and money and/or
property, whether accrued or unaccrued.
2. The purchase price which Concorde agrees to pay and
LEG agrees to accept for the Interest shall be as follows:
(a) Subject to the provisions of paragraph 6
hereof, Concorde shall reimburse LEG for the $150,000 payment made by it to the
Trustee on or about June 19, 1997 and shall pay to LEG the sum of $500,000
(such $150,000 and $500,000 payments to LEG being hereinafter collectively
called the "Initial Payment") upon the later to occur of (i) the execution and
delivery of this Agreement by the parties hereto, (ii) receipt of a copy of the
written approval by the Trust for LEG's transfer of the Interest to Concorde
(or to a subsidiary of Concorde) or (iii) receipt of a copy of the written
approval of the Use Agreement by the U.S. Army (or the Army Corps of
Engineers). The Initial Payment shall be made to LEG by wire transfer in
accordance with written wire transfer instructions provided by it to Concorde
or, in the absence of such instructions, by bank treasurer's or certified
check. Simultaneously with Concorde's making the Initial Payment, LEG shall
execute and deliver to Concorde an Assignment of the Interest in the form of
Exhibit A
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attached hereto. Delivery of the Initial Payment and of such Assignment is
hereinafter called the "Closing."
(b) Following the Closing, Concorde shall pay to
LEG an amount equal to 2% of the Joint Venture's "gaming win" per "Operating
Year" for each of the first three Operating Years of the Joint Venture, subject
to (i) the minimum annual guaranteed payment and annual cap described in this
paragraph 2(c), and (ii) suspension of such payments and extension of the time
period for determining such payments pursuant to paragraph 2(d). For purposes
hereof:
(1) "gaming win" means the total amount
of all xxxxxx made by players on slot machines, video
poker, lotto, keno, table games and any other games
in which xxxxxx are made, less (i) winnings thereon
paid to players, (ii) promotional chips, coupons and
other promotional devices usable solely for placing
xxxxxx, and other forms of redeemable gaming credits,
and (iii) any "gaming taxes";
(2) "gaming taxes" means federal, state
or local taxes specifically upon gross or net gaming
revenues, as distinct from, inter alia, taxes upon
income, revenue or profits generally or fees for the
registration of or privilege of possessing or
operating gambling equipment;
(3) subject to paragraph 2(d) below, the
Joint Venture's first "Operating Year" shall begin on
the date the Joint Venture commences operation of a
gaming vessel from the Bayfront Park Docks and shall
end at the close of business on the day immediately
preceding the first anniversary of such commencement,
and the second and third Operating Years shall begin
on the first and second anniversary dates,
respectively, of such commencement, and shall end at
the close of business on the day immediately
preceding the second and third anniversary dates,
respectively, of the Joint Venture's commencement of
operation of a gaming vessel from the Bayfront Park
Docks; and
(4) operation of a gaming vessel from
Bayfront Park Docks by any successor by merger (or
similar transaction) or assignee of the Joint
Venture's rights under the Use Agreement shall have
the same effect as (and shall be deemed to
constitute) operation by the Joint Venture, unless
the Joint Venture shall have assigned the Use
Agreement to a third party unaffiliated with either
the Joint Venture, Goldcoast or Concorde for fair
market value in an arm's length sale transaction, in
which case, in lieu of further payments as a
percentage of the Joint Venture's future gaming win,
the gaming win for the remaining period of time in
the first three Operating Years shall be projected
based upon the gaming win for the period elapsed to
the date of such sale and a lump sum payment shall be
made to LEG within 15 days after consummation of such
sale in the amount to which LEG would have been
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entitled had the Joint Venture (A) continued to
operate a gaming vessel from the Bayfront Park Docks
for the full three Operating Years and (B)
experienced a gaming win equal to such projected
gaming win.
(c) As a minimum annual guaranteed payment,
Concorde shall pay to LEG $175,000 for each of the three Operating Years; and
the maximum annual amount (the cap) payable by Concorde to LEG for each of such
three Operating Years, shall be $400,000. Accordingly, the annual payment for
each of the first three Operating Years shall equal the greater of (i) $175,000
or (ii) the lesser of (A) $400,000 or (B) 2% of such Operating Year's gaming
win. Except as otherwise stated above in the case of a sale by the Joint
Venture of its rights under the Use Agreement, the amount payable for each such
Operating Year shall be paid in two installments, the first of which shall be
in the amount $87,500 and shall be paid within 180 days after the beginning of
each such Operating Year, and the second of which shall equal the balance of
the amount actually owing for such Operating Year determined as aforesaid and
shall be paid within 30 days after the end of the Operating Year.
(d) An Operating Year shall be suspended, and the
time period for determining and making payments by Concorde to LEG under
paragraphs 2(b) and 2(c) shall be extended as hereinafter provided, for any
period of time that the Joint Venture is prevented from operating a gaming
vessel from the Bayfront Park Docks for the purpose of conducting (outside the
three-mile limit) in any material respect the gaming activities referred to in
paragraph 2(b)(1) above as a result of any act of God, war, civil disturbance,
court order, strike or other labor dispute, change in applicable law as a
result of which such operation or conduct would be illegal, or other cause
beyond the Joint Venture's reasonable control, including destruction or
substantial damage to or loss of the vessel as a result of an act of God;
provided, however, that no such suspension or extension shall be triggered
unless the Joint Venture is so prevented from operating such vessel or
conducting such gaming activities for more than 15 consecutive days. Concorde
agrees to use its best efforts to expeditiously remedy the problem causing such
prevention, and if it fails to do so, LEG may require payment by Concorde of
the minimum annual guaranteed payment during the period of such suspension as
if the suspension did not occur, while preserving its right to receive further
payments as a percentage of actual future gaming win when the Joint Venture's
operations continue (with any such minimum annual guaranteed payments actually
made to be applied as a credit towards the percentage payment that may
ultimately become due hereunder). In the event an Operating Year is suspended
within the first 180 days after the beginning of such Operating Year, the
payment (in the amount of $87,500) which would otherwise become due within 180
days after the beginning of such Operating Year shall be prorated and Concorde
shall pay to LEG a portion thereof equal to the product of $87,500 multiplied
by a fraction, the numerator of which is the number of days elapsed from the
beginning of such Operating Year and the denominator of which is 180. After
any suspension of an Operating Year under this paragraph 2(d), such Operating
Year (and related payment obligation) shall resume at such time as the Joint
Venture shall resume operation of a gaming vessel from the Bayfront Park Docks,
and shall be extended for the number of days of the suspension.
(e) Notwithstanding anything to the contrary in
this Agreement, Concorde may (in its discretion) terminate this Agreement by
written notice to LEG if the
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possession, repair or use of slot machines for purposes of conducting "day
cruises" on a gaming vessel docked at the Bayfront Park Docks becomes illegal
as a result of a legislative or judicial change in the applicable law and the
Joint Venture, for that reason, terminates the Use Agreement. "Day cruises"
shall mean one or more trips by a vessel embarking and disembarking within the
state and not making an intervening stop within another state or possession of
the United States or a foreign country at which passengers could disembark. In
addition, LEG shall have the right to terminate this Agreement (in its
discretion) by written notice to Concorde in the event any Operating Year shall
have been suspended under paragraph 2(d) above for more than 180 days and such
Operating Year (and the related payment obligation) shall not yet have been
resumed. In the case of termination under either of the two immediately
preceding sentences, any Operating Year which was suspended under paragraph
2(d) and which did not resume before such termination or, in the absence of
such a suspended Operating Year, the Operating Year in which the termination
occurs, is hereinafter called the "Final Operating Year." In the event either
party terminates this Agreement pursuant to the provisions of this paragraph
2(e): (i) Concorde shall remain obligated to pay any amount due or to become
due under paragraph 2(c) for any Operating Year ended before the Final
Operating Year; (ii) Concorde shall be obligated to make an annual payment for
the Final Operating Year in accordance with the next sentence of this paragraph
2(e); and (iii) Concorde shall not have any obligation to make any payment
under paragraph 2(c) for any subsequent Operating Year (i.e., for any Operating
Year beginning after the end of the Final Operating Year). The annual payment
for the Final Operating Year shall equal the greater of (A) the product of
$175,000 multiplied by a fraction, the numerator of which is the number of days
elapsed from the beginning of the Final Operating Year to the date of
suspension or termination and the denominator of which is 365 or (B) the lesser
of (I) $400,000 or (II) 2% of the Final Operating Year's gaming win (calculated
to the effective date of such suspension or termination). Any payment made by
Concorde under paragraph 2(d) hereof for the Final Operating Year shall be
credited towards any amount payable by Concorde for such Operating Year under
this paragraph 2(e).
(f) Concorde shall have the right to pay to the
applicable creditors the amounts of the Joint Venture's liabilities disclosed
in Exhibit B and, to the extent of such payments, to offset the same against
the Initial Payment. The Initial Payment also will be reduced by $50,000 as a
result of Concorde's payment of the administrative fee imposed by the Trust in
that amount as described in paragraph 6 below.
3. In order to induce Concorde to enter into this
Agreement, LEG hereby represents and warrants to Concorde as follows:
(a) LEG is a corporation validly existing under
the laws of its jurisdiction of incorporation and has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder,
all of which have been duly authorized by all requisite corporate action.
(b) This Agreement has been duly authorized,
executed and delivered by LEG and constitutes a valid and binding agreement of
LEG, enforceable against LEG in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
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similar laws of general applicability relating to or affecting creditors'
rights and to general principles of equity.
(c) Neither the execution and delivery of this
Agreement by LEG nor the performance by LEG of its obligations hereunder will
(i) contravene any provision of LEG's certificate or articles of incorporation
or bylaws or (ii) violate or result in a breach of any contract, agreement,
pledge, or other instrument or obligation to which LEG is a party or by which
LEG or any of its properties is bound, or any judgment, order, decree, law,
rule or regulation of any governmental authority applicable to LEG or any of
its properties.
(d) Except for approval of the Trust and the
consent hereto of Goldcoast, no notice to, filing with, or authorization,
registration, consent or approval of any governmental authority or other person
or entity is necessary for LEG's execution, delivery or performance of this
Agreement or for the transfer and assignment of the Interest hereunder.
(e) At the Closing, LEG will transfer to Concorde
good and valid title to the Interest, free and clear of any charges, liens,
security interests, adverse claims and encumbrances (other than encumbrances
consisting of restrictions on transfer without the consent of Goldcoast and
limitations arising by operation of the Revised Uniform Partnership Act as in
effect in Florida).
(f) The Joint Venture does not have, and at
Closing will not have, liabilities other than (i) liabilities under the Use
Agreement, (ii) liabilities under the agreement made by Goldcoast on behalf of
the Joint Venture with Directions and Design, and (iii) liabilities disclosed
in Exhibit B hereto. The Joint Venture's assets consist at the date hereof,
and will consist as of the Closing, of its contract rights under the Use
Agreement and said agreement with Directions and Design.
(g) There is no action, suit or proceeding
pending, and to the knowledge of LEG, there is no investigation pending or
action, suit, proceeding or investigation threatened, against the Joint Venture
or against LEG affecting the Joint Venture (with the exception of a threatened
action against LEG regarding use of the name "Princess").
(h) All federal, state and local returns,
declarations, reports or statements filed by the Joint Venture have been timely
filed. To the knowledge of LEG, there are no federal, state or local tax
liens, either threatened or presently existing, upon any property of the Joint
Venture.
(i) The Joint Venture is a Florida "partnership"
as that term is defined in the Revised Uniform Partnership Act as in effect in
the State of Florida, and is in good standing in such State. The Joint
Venture has the requisite power to consummate the transactions contemplated in
the Use Agreement.
(j) Subject to Goldcoast's execution and delivery
of its consent and agreement appearing at the end of this Agreement, the
transfer and assignment of the Interest will
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not cause a dissolution and winding up of the Joint Venture's business under
the Florida Revised Uniform Partnership Act.
The foregoing representations and warranties by LEG shall be
deemed repeated at and as of the date of the Closing, and shall then be true
and correct in all material respects.
4. In order to induce LEG to enter into this Agreement,
Concorde hereby represents and warrants to LEG as follows:
(a) Concorde is a corporation validly existing
under the laws of its jurisdiction of incorporation, and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder, all of which have been duly authorized by all requisite corporate
action.
(b) This Agreement has been duly authorized,
executed and delivered by Concorde and constitutes the valid and binding
agreement of Concorde, enforceable against Concorde in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.
(c) Neither the execution and delivery of this
Agreement by Concorde nor the performance by Concorde of its obligations
hereunder will (i) contravene any provision of Concorde's articles or
certificate of incorporation or bylaws, or (ii) violate or result in a breach
of any contract, agreement, pledge or other instrument or obligation to which
Concorde is a party or by which Concorde or any of its properties is bound, or
any judgment, order, decree, law, rule or regulation of any governmental
authority applicable to Concorde or any of its properties.
(d) Except for approval of the Trust and the
consent hereto of Goldcoast, no notice to, filing with, or authorization,
registration, consent or approval of any governmental authority or other person
or entity is necessary for Concorde's execution, delivery or performance of
this Agreement.
(e) Concorde is an entity which qualifies for
issuance of a liquor license under Section 561.15 of the Florida Statutes.
The foregoing representations and warranties by Concorde shall
be deemed repeated at and as of the date of the Closing and shall then be true
and correct in all material respects.
5. This Agreement shall become effective only upon
execution and delivery by Goldcoast of the consent hereto appearing at the end
of this Agreement. The obligation of LEG to sell its Interest to Concorde, and
Concorde's obligation to purchase such Interest, shall be subject to receipt of
written approval of the Trust to LEG's transfer of its Interest in the Joint
Venture to Concorde. In addition, it shall be a condition precedent to the
obligations of each party to effectuate the purchase and sale of the Interest
as contemplated hereby that (i) the Use Agreement shall
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continue to be in full force and effect, or another such agreement shall have
been entered into by the Trust and the Joint Venture or another entity in which
Concorde has an equity interest, and (ii) the representations and warranties
made by the other party in this Agreement shall be true and correct in all
material respects at and as of the date of the Closing.
6. Each party shall cooperate with the other and use its
best efforts to obtain the written approval of the Trust referred to in
paragraph 5 above. If such approval shall not have been obtained by August 20,
1997, or if for any other reason the Closing shall not have occurred by August
20, 1997, then either party may terminate this Agreement by written notice to
the other party, and any such termination shall be without prejudice to any
party's rights and remedies against the other for breach of any representation,
warranty, covenant or agreement contained herein occurring prior to the date of
such termination. For approving the transfer of LEG's interests to Concorde,
the Trust has imposed an administration fee of $50,000 (the "Fee") pursuant to
Section 14(c) of the Use Agreement. The parties agree that Concorde shall pay
the Fee and the Initial Payment will be reduced by the amount of the Fee.
7. LEG hereby covenants and agrees that, for a period
commencing on the date hereof and ending on February 28 (or, if applicable,
29), 2005, that neither LEG nor any subsidiary or Affiliate of LEG or the
existing directors or shareholders of LEG or any subsidiary of LEG shall
directly or indirectly own, manage, operate, finance, join, control or
participate in the ownership, management, organization, financing or control
of, or be connected as an officer, director, member, partner, principal, agent,
representative or consultant or otherwise with any business or enterprise
engaged in a business which manages, owns, operates or engages in the operation
of a gaming vessel from any point of embarkation located within Dade County,
Florida (the "Business") except as the holder or owner, individually or in the
aggregate, of fewer than 15% of the outstanding shares or other equity
interests of a company whose shares or other equity interests are registered
under the Securities Exchange Act of 1934, as amended. For the purposes
hereof, the term "Affiliate" means any person or entity that, directly or
indirectly, through one or more subsidiaries, controls, is controlled by, or is
under common control with LEG or is controlled by any of LEG's existing
directors (Xxxxx X. Xxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxxxx) or shareholder
(Xxxxx X. Xxx); and "control" (including with correlative meanings, "controlled
by" and "under common control with") means possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise).
The primary purpose of this paragraph 7 is Concorde's
legitimate interest in protecting the economic welfare and business goodwill of
the Joint Venture. It is expressly understood and agreed that although the
parties hereto consider the restrictions contained in this paragraph 7 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this paragraph 7 is an unenforceable restriction against LEG, its Affiliates,
subsidiaries, directors or shareholder, the provisions of this paragraph 7
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds
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that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall
not affect the enforceability of any other restrictions contained herein.
LEG acknowledges that, in the event of its violation of the
foregoing covenant against competition, Concorde shall be entitled to
injunctive relief to enforce such covenant in addition to any other rights or
remedies available to it.
8. (a) From and after the Closing, Concorde shall
indemnify LEG and LEG's officers, directors, employees and agents ("LEG
Indemnitees") against and hold them harmless from any and all damage, loss,
liability, claim, assessment, audit, fine, judgment, cost and expense
(including attorneys' fees and expenses in connection with any action, suit or
proceeding) ("Damages") incurred or suffered by the LEG Indemnitees arising out
of (i) any misrepresentation or breach of warranty, covenant or agreement made
or to be performed by Concorde pursuant to this Agreement, or (ii) any and all
liabilities and obligations of the Joint Venture under the Use Agreement, the
existing agreement with Directions and Design, or any other obligation or
liability of the Joint Venture arising after the Closing.
(b) From and after the Closing, LEG shall
indemnify Concorde and Concorde's officers, directors, employees and agents
("Concorde Indemnitees") against and hold them harmless from any and all
Damages incurred or suffered by the Concorde Indemnitees arising out of (i) any
misrepresentation or breach of warranty, covenant or agreement made or to be
performed by LEG pursuant to this Agreement or (ii) any and all liabilities and
obligations of the Joint Venture of any nature whatsoever arising before the
Closing, except for obligations and liabilities of the Joint Venture under the
Use Agreement and the existing agreement with Directions and Design. In the
event Concorde incurs or suffers any Damages to which the foregoing
indemnification obligation of LEG applies, Concorde may, at its sole
discretion, offset the amount of such Damages against the Initial Payment and
any subsequent payment owing by it to LEG hereunder.
(c) As evidenced by Goldcoast's agreement
appearing at the end of this Agreement, Goldcoast is representing and
warranting to LEG and Concorde that Goldcoast has not incurred, and as of the
Closing will not have incurred, any obligation or liability for or on behalf of
the Joint Venture, except for the liabilities and obligations under the Use
Agreement and the agreement with Directions and Design. In the event Concorde
suffers or incurs any Damages arising out of a misrepresentation or breach of
such warranty by Goldcoast and LEG indemnifies Concorde in respect thereof
under paragraph 8(b) (or Concorde obtains such indemnity by exercise of the
right of set-off under paragraph 8(b)), then LEG shall have the right to
recover the same from Goldcoast and from any subsequent distributions in
respect of Goldcoast's 20% interest in the Joint Venture. By its agreement
appearing at the end of this Agreement, Goldcoast agrees to the provisions of
this paragraph 8(c).
9. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida without reference to
the choice of law principles thereof. The
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parties hereto irrevocably submit to the non-exclusive jurisdiction of the
courts of the State of Florida and the United States District Court of any
district located in Florida for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement or the transaction
contemplated hereby. The parties hereto irrevocably consent to the
jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. The parties hereto irrevocably waive any
objection to the venue of any such suit, action or proceeding brought in such
courts and irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.
10. All notices or other communications required or
permitted hereunder shall be in writing and shall be delivered personally, by
facsimile or sent by certified, registered or express mail, postage pre-paid or
overnight courier service, and shall be deemed given when so delivered
personally, or by facsimile or courier service, or if mailed, three business
days after the date of mailing, as follows:
If to LEG:
Xxx Equity Group, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxx
Fax No.: (000) 000-0000
If to Concorde:
Concorde Gaming Corporation
0000 Xxxx Xxxxxx
Xxxxx Xxxx, XX 00000-0000
Attn: Xxxxx X. Xxxx, President
Fax No.: (000) 000-0000
or to such other address of which a party hereto shall notify the other by
written notice hereunder.
11. Neither party hereto shall assign this Agreement
without the prior written consent of the other except that (i) Concorde may
assign its rights to acquire the Interest to any subsidiary of Concorde,
provided that such subsidiary assumes all of the obligations of Concorde
hereunder and Concorde shall not be relieved of any liability hereunder
notwithstanding such assignment and (ii) Concorde may assign this Agreement in
connection with a sale of its Interest in the Joint Venture, provided that the
purchaser of Concorde's Interest assumes all of the obligations of Concorde
hereunder (including but not limited to obligations of Concorde pursuant to
paragraph 2(b) hereof, for which purpose if Goldcoast is the purchaser,
Goldcoast shall be deemed to be an assignee of the Joint Venture's interest in
the Use Agreement) and Concorde shall not be relieved
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of any liability hereunder notwithstanding such assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
12. This Agreement may be executed in counterparts, each
of which shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument.
13. This Agreement may only be amended or modified by an
instrument in writing signed by the party against whom enforcement of such
amendment or modification is sought.
14. The invalidity of any portion of this Agreement shall
not affect the validity, force or effect of the remaining portions hereof. All
representations, warranties, covenants and agreements set forth herein shall
survive the Closing.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
XXX EQUITY GROUP, INC.
By:
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Title:
CONCORDE GAMING CORPORATION
By:
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Xxxxx X. Xxxx, President
The undersigned, Goldcoast Entertainment Cruises, Inc., being
the other joint venturer with LEG in the joint venture known as "Bayfront
Ventures," does hereby consent to the sale and assignment by LEG of its
interest in the Joint Venture to Concorde Gaming Corporation or any subsidiary
thereof and LEG's execution, delivery and performance of the foregoing
Agreement, and agrees that, upon consummation of such assignment, Concorde will
be admitted as a full (general) joint venture partner in the Joint Venture,
with management and other rights as provided by mutual agreement between
Concorde and Goldcoast. Goldcoast further hereby represents and warrants to
Concorde and LEG that Goldcoast has not incurred or taken any action to incur,
and hereby covenants that it will not incur or take any action to incur at or
before the Closing, any liability or obligation on behalf of the Joint Venture,
other than (i) the liabilities and obligations under the Use Agreement and the
existing agreement with Directions and Design and (ii) the liabilities listed
in Exhibit B hereto. Goldcoast agrees to indemnify Concorde, LEG and their
respective officers, directors, employees and agents ("Indemnitees") against
and hold them harmless
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from any and all damages, losses, liabilities, claims, assessments, audits,
fines, judgments, costs and expenses (including attorneys' fees and expenses in
connection with any action, suit or proceeding) ("Damages") incurred or
suffered by the Indemnitees arising out of any inaccuracy in or breach of the
foregoing representation, warranty or covenant, and agrees that any such
Damages may, at the election of the Indemnitee thereof, be paid from all
distributions due or to become due from the Joint Venture in respect of
Goldcoast's 20% interest therein, and hereby pledges and grants a charge
against and a security interest in all such distributions to which Goldcoast
may hereafter become entitled for the purpose of paying any amounts owing by
Goldcoast from time to time under this sentence.
GOLDCOAST ENTERTAINMENT CRUISES, INC.
By:
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Title:
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EXHIBIT A
ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS, that Xxx Equity Group, Inc.
("Assignor") does hereby sell, assign, transfer, convey, grant, bargain, set
over, release, deliver and confirm unto Concorde Gaming Corporation
("Assignee") all of Assignor's right, title and interest in and to Bayfront
Ventures, a Florida joint venture (the "Joint Venture"), and Assignor's entire
economic and ownership interest in the Joint Venture, including any and all
rights to distributions and money and/or property, whether accrued or
unaccrued. Such assignment is made free and clear of any charges, liens,
security interests, adverse claims and encumbrances.
This Assignment is given pursuant to that certain Agreement
dated as of August 5, 1997, between Assignor and Assignee, and is entitled to
the benefits thereof. All representations, warranties, covenants and
agreements contained therein are hereby incorporated herein by reference, and
shall survive the execution and delivery of this Assignment.
By its acceptance hereof, Assignee accepts this Assignment on
the terms set forth above.
Executed this day of , 1997.
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XXX EQUITY GROUP, INC.
By:
-------------------------
Title:
