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EXHIBIT 10.48
USED SLOT MACHINE PURCHASE AGREEMENT
This Used Slot Machine Purchase Agreement ("AGREEMENT") is dated
October 28, 1999 and is by and between HARRAH'S OPERATING COMPANY, INC., a
Delaware corporation with principal offices at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxx 00000 (hereinafter referred to as "BUYER") and JAZZ
CASINO COMPANY, L.L.C. with principal offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxx, 00000 (hereinafter referred to as "SELLER"). BUYER and
SELLER are collectively referred to as the PARTIES and singularly as the PARTY.
WHEREAS, SELLER is the owner of a casino in New Orleans, Louisiana and
thereby owns certain used slot machines or other gaming devices and desires to
sell the machines; and
WHEREAS, BUYER is in the casino business and is approved to conduct
business in Louisiana involving slot machines and wishes to purchase the gaming
devices owned by SELLER.
NOW, THEREFORE, in consideration of the following terms and conditions,
it is agreed:
1. The recitals above are true and correct and are incorporated herein
by reference.
2. BUYER agrees to purchase from SELLER those 1085 gaming devices as
set forth with particularity on Exhibit A attached hereto for the sum of Six
Million Dollars and No Cents $6,000,000.00. To effectuate the acquisition BUYER
shall, at the time of delivery of the gaming devices, pay to SELLER the above
referenced amount.
3. The above purchase price reflects the machines in AS IS and WHERE IS
condition. BUYER has made a reasonable inspection of the machines and is
satisfied as to their condition and location. Title to and risk of loss as to
the machines shall pass to BUYER in New Orleans, Louisiana. BUYER takes title
subject to various liens as previously disclosed to BUYER.
4. SELLER only warrants and represents to BUYER that the programs
(EPROMs) in the gaming devices listed on Exhibit A are legal and valid in the
state where the machines are located and have been used in legal casino
operations and not for any illegal purpose. SELLER agrees to defend, indemnify
and hold harmless BUYER from any claims or damages that may arise in the event
BUYER receives gaming devices that contain programs (EPROMs) not in accordance
with applicable gaming requirements. SELLER makes no other express or implied
warranty whatsoever.
5. BUYER understands and agrees that SELLER shall incur no tax
liability, fees or expense of any kind whatsoever in consumating this
transaction, including but not limited to sales taxes, gaming device fees,
transfer fees or their equivalents, but excluding income taxes on the sale. In
the event there is any kind of tax liability resulting from this transfer,
including, but not limited to, a sales or use tax, any kind of slot machine
device tax, or fees to gaming authorities, the same shall be the sole
responsibility of BUYER. BUYER agrees to defend, indemnify and hold harmless
SELLER from any and all damages, impositions or liabilities. In addition,
shipping costs, or other necessary and incidental costs, shall be solely at the
expense of BUYER.
6. Both parties specifically warrant that they are in compliance, and
will at all times hereafter remain in compliance, with all laws, statutes,
rules, regulations or promulgation's applicable to sellers, distributors and/or
manufacturers of gaming machines and have full, complete and requisite authority
and licenses to buy, sell, transfer, lease or otherwise convey machines, parts
or products in the jurisdiction where the machines are located.
IN WITNESS WHEREOF the parties have set their hands and seals below
this 28th day of October 1999.
BUYER SELLER
Xxxxxx'x Operating Company, Inc., Jazz Casino Company, L.L.C.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxxxx
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Title: President Title: President
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Exhibit B
Xxxx of Sale
Jazz Casino Company, L.L.C., as SELLER, and Harrah's Operating Company,
Inc., as BUYER, in consideration of Ten Dollars ($10.00) and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby grant, bargain, sell, transfer, convey, assign and
deliver to BUYER, all of SELLER'S right, title and interest in and to the slot
machines and equipment listed on Exhibit A attached hereto (the "Machines").
TO HAVE AND TO HOLD unto BUYER, its successors and assigns forever all
of the Machines hereby sold, transferred, conveyed, assigned and delivered, free
and clear of all liens, charges, pledges, security interests or other
encumbrances, except those previously disclosed to BUYER. Any and all taxes of
whatever kind or type, fees, or other impositions arising out of this
transaction shall be paid by the BUYER.
BUYER has not assumed, and by signing this Xxxx of Sale, shall not
assume or otherwise be responsible for any debt, liability or obligation of
SELLER regarding such Machines, except those previously disclosed to BUYER.
This Xxxx of Sale shall be governed by and construed in accordance with
the laws of the state of Louisiana. SELLER warrants and represents that this
transaction has been reported to and approved by the applicable gaming
authorities.
IN WITNESS WHEREOF, SELLER has caused this instrument to be signed by
its proper and duly authorized officer as of the 28th day of October 1999.
Jazz Casino Company, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
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Title: President
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Accepted:
Xxxxxx'x Operating Company, Inc.,
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Chairman and CEO
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