ASSET PURCHASE AGREEMENT
DATED: September 20, 1996
PARTIES: New Palace Casino, L.L.C.
a Mississippi Limited Liability Company "Buyer",
Maritime Group, Ltd.,
a Mississippi corporation "Company"
RECITALS
A. The Company, a wholly owned subsidiary of Palace Casinos, Inc., a
Utah corporation ("Palace"), owns and operates a dockside gaming casino known
as the Palace Casino (the "Casino") in Biloxi, Mississippi.
B. On December 1, 1994, Palace and the Company each filed petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code, 11
U.S.C. Section 101 et seq., as amended, (the "Code") with the United States
Bankruptcy Court for the District of Utah. Venue of the bankruptcy cases was
subsequently transferred to the United States Bankruptcy Court for the
Southern District of Mississippi (the "Bankruptcy Court").
C. The Buyer desires to acquire the Casino and substantially all of the
assets of the Company relating to the Casino, and the Company desires to sell
the Casino and substantially all of the assets of the Company relating to the
Casino to Buyer.
D. The purchase and sale of the Casino will be accomplished by a sale
pursuant to Section 363 of the Code (the "Section 363 Sale") in accordance
with the Bidding Procedures described in Section 9.
Section I
INDEX TO DEFINITIONS
The definitions of the following terms used In this Agreement can be
found in the following Sections:
DEFINED TERMS SECTION
Annual Earn Out Payments 3. 1 (iii)(a)
Approval to Participate Period 13.4
Assumed Obligations 2.2
Bankruptcy Court Recital B
Bidding Procedures Motion 9.3
Bidding Procedures Order 9.3
Breakup Fee 9.3 (b) (11)
Business 2.2
Business Records 7.2
Buyer's Deposit 9.2
Cash 3.1
Casino Recital A
Closing Date 13.1
Code Recital B
Contracts 2.2
CRC 3.1(11)
Debenture 3.1(11)
Deposit 9.3(b)
Earn Out Payment 3.1(111)
Escrow Agent 3.3
Escrow Agreement 2.2
Excluded Assets 2.3
Final Order 10.2
Financed Property 2.2
Gross Gaming Revenues 3.1(111)
HSR Act 8.3
IGT Order 10.6
IGT Motion 10.6
Leases 5.5
Liquidated Damages 12.4
Outstanding Chips and Tokens 2.3(e)
Palace Recital A
Permitted Encumbrances 5.2
Purchase Price 3.1
Sale Assets 2.1 & 5.3
Sale Motion 9.1
Section 363 Sale Recital D
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Slot Club 2.1 (c)
Software Licenses 2.1 (d)
Section 2
PURCHASE AND SALE OF ASSETS
2.1 PURCHASE AND Sale. Subject to all the terms and conditions of this
Agreement and for the consideration herein stated, on the Closing Date, the
Company agrees to sell, convey, assign, transfer and deliver to Buyer, and
Buyer agrees to purchase and accept from the Company, the Casino and all its
related assets, properties and rights (other than the Excluded Assets
specified in Section 2.3), tangible and intangible, relating thereto (the
"Sale Assets") free and clear of all liens, claims and encumbrances, except
Permitted Encumbrances, which Sale Assets include but are not limited to, the
following:
(a) the Casino, the barges and all items of tangible personal property
of the Company comprising or relating to the Casino, such as furniture,,
fixtures, equipment, materials, inventory and spare and replacement items
therefor, including without limitation all such items listed on SCHEDULE 2.1
(a), and all such items acquired by the Company after the date September 22,
1995, and on or before the Closing Date, other than to the extent such items
(x) are disposed of by Company prior to the Closing Date without breach of
this Agreement or (y) are Excluded Assets;
(b) the real property described on SCHEDULE 2.1 (b);
(c) all software licenses ("Software Licenses") granted to the Company
with respect to the computer programs used in the operation of the Casino as
a gaming establishment (the "Business") which Buyer elects to assume pursuant
to Section 2.2;
(d) to the extent transferable, all approvals, authorizations, consents,
licenses, permits and other registrations of any federal, state or local
court or other governmental department, commission, board, bureau, agency or
instrumentality held by the Company and related to the Business, which are
listed on SCHEDULE 2.1 (d), other than to the extent such items (x) have
terminated, expired or been disposed of by the Company prior to the Closing
Date without breach of this Agreement or (y) are related to the Excluded
Assets;
(e) all operating data and records relating to the Business other than
to the extent such items relate to the Excluded Assets;
(f) all assignable rights, if any, to all telephone lines and numbers
used in the Business, including without limitation those lines and numbers
listed on SCHEDULE 2.1 (f), other than those lines and numbers that relate
solely to the Excluded Assets;
(g) the Leases which Buyer, in its sole discretion, elects to assume
pursuant to Section 2.2;
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(h) the Contracts which Buyer, in its sole discretion, elects to assume
pursuant to Section 2.2;
(i) The Financed Property and related financing agreements which Buyer,
in its sole discretion, elects to purchase and assume pursuant to Section 2.2.
(j) The tradenames Palace and Palace Casino and related logos,
trademarks and servicemarks, if any and. without warranty, to the extent of
Company's ownership of said tradenames and related logos, trademarks and
servicemarks.
2.2 ASSUMPTION OF LEASES AND CONTRACTS. At least two days prior to the
hearing on the Sale Motion (as defined in Section 9.1 below), Buyer will
provide a list of obligations it will assume of the Company, and at least
twenty days prior to closing, Buyer will provide a list of any additional
obligations it-will assume of the Company (together, the "Assumed
Obligations") in respect of (a) the personal property leases relating to the
equipment located at the Casino and any or all land and ground leases listed
on Schedule 2.2(a) (the "Leases"); (b) the contracts, agreements, including
Software Licenses and insurance policies listed on Schedule 2.2(b) (the
"Contracts"); and (c) the items of personal property listed on Schedule
2.2(c) (the "Financed Property"). The Company will secure, prior to the
Closing Date, Bankruptcy Court approval of Company's assumption of the Leases
and Contracts listed by Buyer and the assignment of those Leases and
Contracts to Buyer. If Buyer provides a list of additional Leases and
Contracts after the hearing on the Sale Motion but prior to a date at least
twenty (20) days prior to Closing, the Company will secure Bankruptcy Court
approval of Company's designated Leases and Contracts and assignment thereof
to Buyer. The Company will cooperate with Buyer in seeking necessary
approval for transfer of Financed Property to Buyer. The Company will cure
defaults on the Leases and Contracts except those listed In Section 5.5
below, provided, however,, that if a non-current payment default is in excess
of $50,000, the Company need not cure such a default in excess of said amount
and, in such instance, Buyer can (i) withdraw its request that that Lease or
Contract be assumed by the Company and assigned to Buyer, (ii) cure the
default, in excess of $50,000, or (iii) terminate this Agreement. With
respect to any Financed Property assumed by Buyer, Buyer will use its best
efforts to secure for the Company a release of all of the Company's
obligations and liabilities relating to such Financed Property. Buyer will
not assume any of the Company's Accounts Payable Claims unless specifically
addressed in the Assumed Obligations.
2.3 EXCLUDED ASSETS. The Sale Assets shall not include the following
(the "Excluded Assets"):
(a) all cash (including cage cash), operating accounts and
long-term investments of the Company;
(b) the corporate seal, minute books, charter documents., corporate
stock record books and stock certificates of the Company;
(c) all claims, demands, causes of action and other rights which
the Company has or may have against third parties;
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(d) the Leases, Contracts and Financed Property that Buyer does not
assume pursuant to Section 2.2;
(e) all of the Company's obligations with respect to outstanding
Slot Club points and except as provided in Section 2.4(a), the Slot Club.
(f) such of the Company's rights under any insurance policies which
are not assigned to Buyer pursuant to Section 2.2, hereof; and
(g) the Company's rights under this Agreement.
(h) Insurance policies listed on Schedule 2.3(h).
2.4 ASSUMED LIABILITIES. Buyer shall assume ONLY those liabilities
listed below (the "Assumed Liabilities"):
(a) Such of the Company's obligations with respect to the Crown
Jewel Slot Club (the "Slot Club") as are accepted by Buyer at the closing, in
its sole discretion after Buyer's review and audit of the Company's Slot Club
obligations.
(b) Subject to the adjustment provided in Section 3.3(b), the
Company's obligations with respect to outstanding chips and tokens (the
"Outstanding Chips and Tokens").
(c) Those liabilities as specifically agreed to in terms and
conditions with regard to those Leases, Contracts and Financed Property
assumed by Buyer pursuant to Section 2. 1 (g), 2.1(h), 2.1(i) and 2.2 hereof.
Buyer agrees to assume and become responsible for all of the Assumed
Liabilities as specifically detailed and agreed to at Closing. Except for
Permitted Encumbrances, the Buyer will not assume or have any responsibility,
however, with respect to any other obligation, liability or claim against the
Company or Sale Assets. The Purchase Price was determined and agreed to by
Company and Buyer on the basis of Buyer assuming only the Assumed Liabilities
and having no responsibility for any other obligation, liability or claim
against the Company. Company- acknowledges that the Purchase Price would be
substantially reduced in the absence of a Final Order which does not
authorize and direct the sale of the Sale Assets to Buyer free and clear of
all liens, claims and encumbrances (except Permitted Encumbrances).
Company agrees that subsequent to the execution of this Agreement by
Buyer and Company that it will not, without Buyer's prior written approval,.
renegotiate or modify, or attempt to renegotiate any Lease, Contract or
agreement affecting or governing the Financed Property.
Section 3
PURCHASE PRICE
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3.1 PURCHASE PRICE. The total consideration (the "Purchase Price") for
the Sale Assets shall be Fourteen Million Two Hundred Fifty Thousand Dollars
($14,250,000), (which sum is an addition to the Assumed Liabilities) payable:
(i) Eleven Million Five Hundred Thousand Dollars ($11,500,000) cash (the
"Cash") at the Closing;
(ii) One Million Five Hundred Thousand Dollars ($1,500,000) in the form
of a convertible debenture of Casino Resource Corporation, a Minnesota
Corporation ("CRC") (the "Debenture"). The Debenture shall bear interest at
the rate of six percent (6%) per annum, with principal and interest being due
and payable upon the earlier to occur of (x) twenty-four months after the
Closing Date, or (y) Buyer's sale of the Casino prior to the expiration of
twenty-four months after the Closing Date, and payable by CRC, in the sole
discretion of CRC, in cash or in the fully registered and freely tradable
common stock of CRC pursuant to the further provisions of this Section 3.1
(II). For the purposes of this Section 3.1 (11) Payment Date means the date
the Debenture becomes due and payable hereunder. If converted to CRC common
stock, CRC must use its best efforts to insure that the stock is fully
registered and tradeable at the Payment Date; however, if the common stock is
not fully registered and tradeable at the payment date through no fault of
CRC, there will be a thirty (30) day grace period after the Payment Date for
the stock to become fully registered and tradeable (the "Grace Period"). If
the common stock is not fully registered and tradeable after the expiration
of the Grace Period, the Debenture must be immediately paid in cash by CRC.
The number of shares into which the Debenture may be converted at the option
of CRC shall be determined by dividing the total amount of unpaid principal
and accrued interest of the Debenture by the average of the per share bid and
asked prices of CRC stock for the ten (10) day period ending on and including
the due date of the Debenture on the exchange where CRC shares are then
listed; and
(iii) One Million Two Hundred Fifty Thousand Dollars ($1,250,000)
subject to and payable pursuant to the further provisions of this Section 3.1
(iii) (the "Earn Out Payment").
The Earn Out Payment (which shall not exceed $1,250,000.00 in total
Annual Earn Out Payments) shall be calculated and paid as follows:
(a)(i) For each of the first through sixth twelve month periods following
the Closing Date, Buyer shall make annual payments ("Annual Earn Out
Payments") to Company of a sum equal to (x) Three Percent (3%) of the excess,
IF ANY, by which an amount equal to the total of Gross Gaming Revenues from
Buyer's operation of the Casino from the Closing Date to the then applicable
Payment Date exceeds the total of $2,666,667 multiplied by the number of
months from the Closing Date to the then applicable Payment Date reduced by
(y) the total of Annual Earn Out Payments previously made to Company by Buyer
hereunder.
(ii) For each of the seventh through twelfth twelve month periods
following the Closing Date, Buyer shall make Annual Earn Out Payments to
Company of a sum equal to (x) Two Percent (2%) of the excess, IF ANY, by
which an amount equal to the total of Gross Gaming Revenues from Buyer's
Operation of the Casino from the Closing Date to the
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then applicable payment date exceeds the total of $2,666,667 multiplied by
the number of months from the Closing Date to the then applicable Payment
Date reduced by (y) the total of Annual Earn Out Payments previously made to
Company by Buyer under this Section 3. 1 (iii) (a)(i) and (ii), hereof.
(b) Upon the earlier to occur of (x) the twelfth anniversary of the
Closing Date; or (y) the payment to Company of $1,250,000 in cumulative
Annual Earn Out Payments, Buyer's obligation to make Annual Earn Out Payments
to Company cease and Buyer shall have no further obligation to Company
hereunder.
(c) Company shall have no obligation to repay to Buyer any portion of
the Earn Out Payment previously paid to it by Buyer.
(d) For the purposes of this Section 3.1 (iii), Gross Gaming Revenues
from Buyer's operation of the Casino shall be calculated the same as
calculated for the purpose of the payment of license fees under the
Mississippi Gaming Control Act, as now or hereafter amended., and the
regulations now or hereafter promulgated under such Act.
(e) Each Annual Earn Out Payment required to be made to Company
hereunder shall be made no later than forty-five (45) days after the
applicable Payment Date and shall be accompanied by (x) Buyer's calculation
of the Annual Earn Out Payment required to be made to Company in connection
with the then applicable Payment Date; (y) Buyer's calculation of Gross
Gaming Revenues from the Closing Date to the then applicable Payment Date;
and (z) financial reports and returns filed by Buyer with the Mississippi
Gaming Commission for the applicable Annual Earn Out Payment period.
(F) In the event Buyer sells the Casino prior to the twelfth anniversary
of the Closing Date, or in the event of a Change of Ownership of Buyer, and
at the time of said Change of Ownership or sale (1) the Company has earned at
least one Annual Earn Out Payment, or (11) the total of Gross Gaming Revenues
from Buyer's operation of the Casino from the Closing Date to the date of the
sale of the Casino or Change of Ownership of Buyer exceeds the total of
$2,666,667 multiplied by the number of months from the Closing Date to the
date of the sale of the Casino or Change of Ownership of Buyer, Buyer shall
pay to the Company the then remaining unpaid portion of the Earn Out Payment
equal to $11,250,000 reduced by the total of Annual Earn Out Payments
previously made to Company by Buyer under this Section 3.1 (iii). If at the
time of any sale of the Casino or Change of Ownership of Buyer, (x) Company
has earned no Annual Earn Out Payment, or (y) the total of Gross Gaming
Revenues from Buyer's Operation of the Casino from the Closing Date to the
date of the sale of the Casino or Change of Ownership of Buyer. does not
exceed the total of $2.,666.,667 multiplied by the number of months from the
Closing Date to the date of sale of the Casino or Change of Ownership of
Buyer, Buyer shall have no obligation to pay the Earn Out Payment to Company;
in either case, Buyer shall have no further obligations to Company under this
Section 3.1(iii). For the purposes of this Agreement, Change of Ownership of
Buyer means the sale or transfer, in one or more transactions, of more than
fifty percent (50%) of the membership Interest in Buyer to persons or
entities who, on the date hereof are not related or affiliated with Buyer's
present members. In the event of the sale or transfer, in one or more
transactions, of more than fifty percent (50%) of the membership interest in
Buyer to persons or entities who are related or affiliated with Buyer's
present members, Buyer shall remain obligated to Company for the Earn Out
Payment under the provisions of this Section 3.1(iii).
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3.2 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid by the
delivery at closing by Buyer of (a) the cash specified in Section 3.1 (1)
(reduced by any sum deposited by Buyer with Escrow Agent and payable to
Company in accordance with the terms of the Escrow Agreement) by wire
transfer of immediately available funds and (b) delivery of CRC's convertible
debenture as specified in Section 3.1 (11). Company shall instruct Buyer in
writing regarding the wire transfer at least two business days before the
Closing Date.
3.3 REDUCTION OF PURCHASE PRICE.
(a)(i) In the event any of the representations and warranties of the
Company specified in Section 5.3(b) are not true as of the Closing and such
condition is not waived by Buyer, and except for the items listed on Schedule
3.3(a), and as otherwise provided in 3.3(a)(Iv) and (v), the Purchase Price
shall be reduced to the extent the cost to repair or replace any defective,
damaged, malfunctioning or missing items included in the Sale Assets exceeds,
in the aggregate, $50,000. Provided however that in no event shall the
reduction in purchase price hereunder exceed $250,000, unless otherwise
agreed to in writing by Company and Buyer.
(ii) No later than sixty (60) days after the execution of this Agreement
by Company and Buyer, Buyer shall complete its due diligence inspection and
review of the Sale Assets. Upon completion of its due diligence review,
Buyer shall provide Company with its list of defective, damaged
malfunctioning or missing items for the purposes of this Section 3.3
("List"). If within three (3) business days after Buyer provides the List to
Company, Company and Buyer do not agree to the items included on the List and
the cost to repair or replace said items, Company shall immediately provide
said list to Xxxxx & Xxxxxxx, Engineers, who shall determine the cost
necessary to repair or, if necessary, replace said items to the extent
necessary to make Company's representations and warranties in Section 5.3(b)
true and correct as of the Closing.
(iii) For the purposes of this Section 3.3, the cost to repair or
replace any such items shall be determined by Xxxxx & Seymour, Engineers, who
may secure and rely on, in its sole discretion, such bids, estimates or
quotes as it deems necessary. The determination of Xxxxx & Xxxxxxx as to the
cost to repair or replace any such items, shall be final and binding on the
Buyer and Company. Xxxxx & Seymour, Engineers, shall furnish its detailed
written report to Company and Buyer of the cost to repair or replace the
items fifteen (15) days after its receipt of the list referenced in Section
3.3(a)(ii).
(iv) In the event the cost to repair or replace said items as determined
by Xxxxx & Xxxxxxx, Engineers, exceeds .$300,000 and Company and Buyer have
not otherwise agreed to a reduction of purchase price in excess of $250,000,
Buyer may at its option (x) close with the purchase price being reduced by
$250,000, as provided by Section 3.3(a), or (y) terminate this Agreement.
(v) In lieu of the reduction in purchase price provided by Section
3.3(a)(1), Company may, at its option and cost, and prior to the Closing,
repair or replace any such defective, damaged, malfunctioning or missing item
of the Sale Assets. The Company's repair or replacement of any such item
shall be subject to Buyer's approval, which shall not be unreasonably
withheld.
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(vi) Company and Buyer agree that the Purchase Price shall not be reduced
because of the items listed on Schedule 3.3(a).
(b) The Purchase Price shall also be reduced by the sum of (1) one-half
(1/2) of the Outstanding Chips and Tokens assumed by Buyer (pursuant to
2.4(b)) to the extent the total of Outstanding Chips and Tokens does not
exceed $ 72,066.00; (ii) by the amount of Outstanding Chips and Tokens in
excess of $72,066.00 assumed by Buyer (pursuant to Section 2.4(a)); and (iii)
by the amount of any lien or claim which results in a lien against the Sale
Assets after closing and which is not a Permitted Encumbrance and results
from a liability accruing prior to the Closing Date.
3.4 ASSUMED LIABILITIES. Company and Buyer acknowledge that no part of
the Purchase Price is allocable to the Leases, Contracts and Financed
Property assumed by Buyer pursuant to Section 2.2 or to Assumed Liabilities
assumed by Buyer pursuant to Section 2.4.
3.5 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
among the Sale Assets as provided on Schedule 3.5.
Section 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Company as follows:
4.1 AUTHORIZATION AND ENFORCEABILITY. Buyer is a limited liability
company, duly organized, validly existing and in good standing under the laws
of the State of Mississippi, and has full power and authority to own, lease
and operate its properties and to carry on its business as now conducted and
as proposed to be conducted. Buyer has taken all action necessary to
authorize its execution, delivery and performance of this Agreement. Buyer
has duly executed and delivered this Agreement, and this Agreement is, and,
upon execution and delivery thereof, will be, the valid and binding
obligation of Buyer enforceable in accordance with its terms, except as
enforceability may be limited by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws, now or hereafter in effect,
relating to creditors, rights generally or by the availability of equitable
remedies.
4.2 COMPLIANCE. The execution, delivery and performance of this
Agreement by Buyer, the compliance by Buyer with the provisions of this
Agreement, and the consummation of the transactions described herein will not
conflict with or result in the breach of any of the terms or provisions of or
constitute a default under:- (a) the. certificate of formation .or operating
agreement of Buyer; (b) any note, indenture, mortgage,, deed of trust, loan
agreement, lease or other agreement or instrument to which Buyer is a party
or by which Buyer is bound; or (c) any statute or any order, rule or
regulation or any decision of any court or regulatory authority or government
body applicable to Buyer.
4.3 LEGAL PROCEEDINGS. There are no claims, actions, suits, inquiries,
investigations or proceedings pending against Buyer relating to the
transactions contemplated hereby before any federal, state or local court or
other governmental or regulatory body, United States or foreign.
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4.4 BROKERS. Buyer has no obligation to pay any fees or commissions to
any broker, finder, agent or other intermediary in connection with the
negotiation or consummation of the transactions contemplated hereby. Neither
the Company nor Palace shall be responsible for any such obligations of Buyer.
4.5 CONSENTS. No consent, approval, authorization, order, designation
or declaration of any court or regulatory authority or governmental body,
federal or other or third person is required to be obtained by Buyer nor is
any filing or registration required to be made therewith by Buyer for the
consummation of the transactions described in this Agreement and all other
agreements and instruments reasonably necessary to complete the transactions
contemplated by this Agreement.
Section 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Buyer as of the date hereof and as
of the Closing Date as follows:
5.1 AUTHORIZATION. The Company is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Mississippi and has all requisite corporate power and authority to own and
operate its properties and to carry on its business as now conducted. The
Company has taken all corporate action necessary to authorize its execution,,
delivery and performance of this Agreement. The Company is a debtor in
possession under Chapter 11 of the Code and, subject to the provisions of the
Code, has full corporate power and authority to enter into this Agreement and
to carry out the terms hereof. The Company has duly executed and delivered
this Agreement, and by virtue of the Final Order this Agreement will be its
valid and binding obligation enforceable in accordance with its terms.
5.2 NO ENCUMBRANCES. As of the Closing and by virtue of the conveyance
of the Sale Assets to the Buyer pursuant to the Final Order, there will be no
mortgages, pledges, encumbrances or liens (including for real and personal
property taxes) against any of the Sale Assets, except for items listed on
Schedule 5.2 (the "Permitted Encumbrances")..
5.3 SALE ASSETS.
(a) Except for Permitted Encumbrances, the Company will on the Closing
Date have, good and marketable title to all of the Sale Assets free and clear
of all mortgages, pledges, liens, conditional sales agreements, leases or
other encumbrances of any kind or nature, except for Permitted Encumbrances
or liens from which the Sale Assets will be sold free and clear pursuant to
the Final Order.
(b) Except for the items listed on Schedule 3.3 (a) and the damaged,
malfunctioning or missing items of personal property for which the purchase
price may be reduced pursuant to Section 3.3 (a), all of the personal
property included in the Sale Assets, whether owned or leased by Company, is,
and will be on the Closing Date, in good operating condition and repair,
reasonable wear and tear excepted, free from all defect or damage,
functioning in the manner and for the
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purpose intended and located at or on the Casino, including any and all
mechanical and electrical equipment or systems.
(c) The Sale Assets including, but not limited to the Leases, Contracts
and Financed Property, which Buyer elects to assume pursuant to Section 2.2,
are assignable and transferable to Buyer without the consent of any other
person or entity (or, if consent Is required such consent shall be given
prior to entry of the Final Order), except for those items identified on
Schedule 5.3 which Buyer may not assume without the consent of the secured
party.
5.4 BROKERS. The Company has no obligation to pay any fees or
commissions to any broker, finder, agent or other intermediary in connection
with the negotiation or consummation of the transactions contemplated hereby.
Company will hold Buyer harmless from any fees, liabilities, cost or
expenses in connection therewith.
5.5 REAL PROPERTY AND TIDELANDS LEASES. The Company warrants that it is
not in arrears or will become current at closing if in arrears on any real
property leases or on the tidelands lease with the State of Mississippi with
following exceptions:
(a) Tidelands Lease - It is understood by Buyer that Company has been
making monthly payments on lease instead of a yearly payment as designated
therein.
(b) Xxxxxxx'x Lease - It is understood by Buyer that the six month
payments on Lease for future rent is in arrears in an amount of approximately
$42,000.00.
5.6 EMPLOYMENT CONTRACTS AND BENEFIT Plans. Except as set forth on
Schedule 5.6., the Company is not a party to any employment contract and has
not adopted any employee benefit, retirement, pension, medical insurance,
life insurance or other plan. Buyer shall not assume nor shall it be
responsible for any liability of Company with respect to any employment
contract, employee benefit, retirement, pension, medical insurance, life
insurance or other plan.
5.7 FOOD AND BEVERAGE LICENSES. Company's food and beverage licenses
and permits are current, in good standing and Company is in compliance with
all requirements of said licenses and permits.
5.8 OUTSTANDING CHIPS AND TOKENS. As of September 5, 1996, the
Company's obligations with respect to Outstanding Chips and Tokens did not
exceed $72,066.00.
Section 6
COVENANTS OF THE COMPANY
6.1 BANKRUPTCY COURT ORDER. The Company shall, within five (5) business
days, after the execution of this Agreement by Buyer and the Company, seek
(i) an order by the Bankruptcy Court authorizing a Section 363 Sale of the
Sale Assets to Buyer free and clear of all liens, claims and encumbrances
(except Permitted Encumbrances) in accordance with the terms and provisions
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hereof ("Final Order"); and (ii) an order approving the Bidding Procedures
described in Section 9.3 of this Agreement ("Bidding Procedures Order").
6.2 ACCESS TO SALE ASSETS, PROPERTIES AND DOCUMENTS . Prior to the
Closing Date, the Company shall, at Buyer's request, afford or cause to be
afforded to Buyer and its authorized representatives reasonable access during
normal business hours to the Casino for the purpose of inspecting the Sale
Assets and all of Company's properties, documents, contracts, books and
records pertaining to Company as Buyer may request.
6.3 PRESERVATION OF SALE ASSETS.
(a) Except as otherwise required by law or expressly permitted or
contemplated by this. Agreement, without the prior written consent of Buyer
(which may not be unreasonably withheld), the Company SHALL NOT prior to
Closing:.
(i) mortgage, pledge, otherwise encumber or subject to lien any of the
Sale Assets or commit itself to do any of the foregoing, except for Permitted
Encumbrances;
(ii) Dispose of, or agree to dispose of any of the Sale Assets or lease
or license to others (including officers and directors), or agree so to lease
or license, any of the Sale Assets outside the ordinary course of business; or
(iii) cancel, fall to maintain in force or change any policy of
insurance (including self-insurance) relating to the Sale Assets or any
policy or bond providing substantially the same coverage, unless such
cancellation or change is effective only on or, after the Closing.
(b) Except as otherwise required by law, permitted by this Agreement or
an, order of the Bankruptcy Court, or where Buyer consents in writing to
noncompliance with this subsection (b), the Company SHALL after the date of
this Agreement and until the Closing use reasonable efforts to maintain all
of the tangible Sale Assets in good operating condition, reasonable wear and
tear excepted, consistent with past practices, and take all steps reasonably
necessary to maintain the intangible Sale Assets.
Section 7
JOINT COVENANTS
Buyer and the Company covenant and agree that they will act in accordance
with the following:
7.1 FURTHER ASSURANCES. After the Closing, each of the parties will
take such actions and execute and deliver to the other party such further
documents, instruments of assignment, conveyance and transfer as, in the
reasonable opinion of counsel to the requesting party, may be necessary (a)
to ensure, complete and evidence the full and effective transfer of the Sale
Assets to and assumption of the Assumed Obligations by Buyer pursuant to this
Agreement and (b) to fully and completely consummate the transactions and
agreements contemplated by this Agreement.
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7.2 ACCESS TO BOOKS AND Records. After the closing, Buyer shall make
available to the Company, Palace and Xxx Xxxxxxxx Corp and their respective
attorneys, accountants and agents., during regular business hours, all
business records, books of account, flies, invoices, and other materials
relating to the Business prior to the Closing ("Business Records") that any
such person reasonably requires in connection with any litigation, tax,
insurance, employee, accounts, claims and other business matters relating to
the Business prior to Closing or for the purpose of winding up the business
and affairs of the Company. Buyer and Company agree that Company and Xxx
Xxxxxxxx Corp may make and keep copies of any or all of such Business
Records. Buyer agrees to maintain, or release to the Company or Palace, or
to their respective successors or assigns, all Business Records until all
proceedings in the Bankruptcy Court with respect to the Company and Palace
are final. Buyer agrees that it shall make available to the Company those
former employees of the Company employed by Buyer after the Closing to assist
in the winding up of the business and affairs each of the Company and Palace
and resolving any disputed matters relating to periods prior to the Closing,
so long as the requests made of such persons do not unreasonably interfere
with the performance of the duties of such persons as employees of Buyer.
The Company, Palace and Xxx Xxxxxxxx Corp shall bear all out-of-pocket costs
and expenses associated with their requests under the terms of this Section
7.2.
Section 8
ADDITIONAL AGREEMENTS BETWEEN BUYER AND THE COMPANY
8.1 EMPLOYMENT MATTERS. Company shall prepare and furnish to its
employees any and all notices of the sale of the Sale Assets required by
applicable federal or state law, including but not limited to the Workers
Adjustment and Retraining Notification Act. Company acknowledges that Buyer
is under no obligation to hire as an employee or to offer to hire AS an
employee any of Company's employees after the Closing. Buyer may, in its
sole discretion, after the date hereof, enter into discussions with any
employee of the Company regarding potential employment arrangements between
Buyer and such employee after the Closing Date.
8.2 TAXES, TRANSFER OR SALES TAXES. Company shall pay, or cause to be
paid, all transfer, sales or similar taxes relating to or arising out of the
sale and transfer of the Sale Assets to Buyer. All property taxes shall be
prorated at the time of closing. No tax liability of Company will be assumed
or charged to Buyer.
8.3 REAL AND PERSONAL PROPERTY TAXES.
(a) All 1996 real and personal property taxes shall be prorated as of
the Closing Date. The Final Order shall provide that (x) the Sale Assets are
purchased by Buyer free and clear of any lien or claim for Pre-Closing Date
prorated real and personal property taxes ("Pre-Closing Date Prorated
Taxes"), and (y) that the lien for the Pre-Closing Date prorated taxes shall
attach to the Purchase Price paid by Buyer for the Sale Assets. Company and
Buyer agree that Buyer shall receive the benefit of any refund OR REDUCTION
of 1 996 real and personal property taxes attributable to the period
subsequent to the Closing Date resulting from any reduction in 1996 real and
personal property taxes because of Company's protest or objection to the
appropriate taxing authorities., or
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otherwise, and that Company shall receive the benefit of any refund or
reduction of Pre-Closing Date Prorated Taxes.
(b) Prior to the Closing, Company, to the extent required by the laws of
the State of Mississippi, shall timely file a protest and objection to the
assessed valuation of the Sale Assets as shown by the 1996 and 1997 real and
personal property tax rolls published by Xxxxxxxx County, Mississippi or
other taxing authorities and/or shall file a motion with the Bankruptcy Court
pursuant to the Code to reduce the 1996 and 1997 real and personal property
taxes. Buyer shall provide reasonable assistance to the Company, prior to
the Closing, in the filing and prosecution of such protest and objection. At
Closing, Company shall execute such documents or assignments as may be
necessary or reasonably requested by Buyer so that Buyer, in its name, may
continue the prosecution of such protest and objection after the Closing.
After the Closing and as Buyer may request, Company shall provide reasonable
assistance to Buyer in the filing and prosecution of such protest and
objection.
8.4 XXXX-XXXXX-XXXXXX. Buyer shall prepare and file with the Antitrust
Division of the Federal Trade Commission all reports, if any, required to be
flied in connection with the transactions contemplated hereby pursuant to the
Xxxx-Xxxxx-Xxxxxx Antitrust Act of 1978 ("HSR Act"). Company shall cooperate
with Buyer in the preparation of any report or filing required by the HSR Act
and to the extent required by the HSR Act shall execute any such report or
filing.
8.5 MISSISSIPPI GAMING CONTROL ACT. Buyer agrees that within fifteen
(15) days after the execution of this Agreement by Buyer and the Company,
Buyer will make application with the Mississippi Gaming Commission for all
necessary approvals and licenses for Buyer's ownership and operation of the
Casino required to consummate the transactions contemplated by this
Agreement. Buyer shall, unless otherwise provided by the terms and
provisions of this Agreement, be obligated to close purchase of the Sale
Assets no later than sixty (60) days after entry of the Final Order. The
time periods set forth in this section may be extended by mutual agreement of
Buyer and Company.
8.6 CONFIDENTIALITY. Until the Closing of the Section 363 Sale, Buyer
and Company shall keep confidential all information obtained from the other
pursuant to this Agreement except that the provision of this Section 8.5
shall not apply in respect of any information which (v) was already known to
either of the parties at the time of receipt thereof from the other or (w)
was readily available to the general public at the time of receipt thereof
from the other or (x) subsequently becomes known to the general public
through no fault or omission on the part of such party or (y) is subsequently
disclosed by a third party, or (z) is required to be disclosed by law or a
governmental agency. Company and Buyer shall require their respective
officers, directors, employees, agents and representatives having access to
confidential information to execute confidentiality agreements in the form
mutually agreed to by the parties.
Section 9
BIDDING/SALE PROCEDURES
9.1 SALE PROCEDURES. No later than five (5) business days after the
execution of this Asset Purchase Agreement by Company, Company shall file a
motion with the Bankruptcy Court to
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approve the sale under this Agreement in accordance with its terms and
provisions, including the Bidding/Sales Procedures described in this Section
9, and shall further provide all notices to parties in interest required by
the Bankruptcy Code and Bankruptcy Rules (the "Sale Motion"). Company shall
also request the Bankruptcy Court to reduce the notice period to parties in
interest to fifteen (15) days.
9.2 BUYER'S DEPOSIT. Upon execution of this Agreement by Buyer and
Company and the Escrow Agreement by Buyer, Company and Escrow Agent, Buyer
shall deposit the sum of $2,000,000.00 with the Escrow Agent ("Buyer's
Deposit"), which sum shall be held by the Escrow Agent pursuant to the terms
of the Escrow Agreement.
9.3 BIDDING PROCEDURES. No later than five (5) business days after the
execution of this Asset Purchase Agreement by Buyer and Company, Company
shall file a motion with the Bankruptcy Court to establish the bidding
procedures set forth in this Section 9.3 and shall further provide all
notices to parties in interest required by the Bankruptcy Code and Bankruptcy
Rules of Court ("Bidding Procedures Motion"). Company shall also request the
Bankruptcy Court to reduce the notice period to parties in interest to
fifteen (15) days. The order of the Bankruptcy Court approving the Bidding
Procedures Motion shall provide ("Bidding Procedures Order"):
(a) Any competing bid must be for the Sale Assets only and must be flied
with the Company, with a copy to Buyer, no later than seven (7) business days
after entry of the Bidding Procedures Order.
(b) (i) Any competing bid ("Competing Bid") must be in the minimum
amount of $14,000,000 and must be accompanied by a cashier's check in no less
than $2,000,000.00 payable to the Escrow Agent (the "Deposit"), which sum
shall be held by the Escrow Agent pursuant to the terms of the Escrow
Agreement. Any party submitting a Competing Bid shall execute the Escrow
Agreement and be bound by its terms. Any Competing Bid shall include a cash
payment in the minimum amount of $14,000,000. The Competing Bid shall be in
writing, and shall be delivered to counsel for the Company with copies to
counsel for the Buyer, along with the Deposit to the Escrow Agent.
(ii) Buyer may, by giving written notice to the Company, match
the Highest Competing Bid ("Highest Competing Bid"). For the purposes of
computing any match by Buyer of the Highest Competing Bid, the Purchase Price
under Section 3.1 shall be considered as having a cash value of $ 1 3,000,000
(the sum of the Cash and the Debenture., which sum shall be included in any
match of the Highest Competing Bid by Buyer. The Earn Out Payment under
Section 3.1 (ill) above shall not be included in any match of the Highest
Competing Bid by Buyer. If the Buyer matches the Highest Competing Bid, the
bidding procedure or process shall be terminated and no additional bids or
offers from any entity, including the entity submitting the Highest Competing
Bid, shall be accepted or considered by the Bankruptcy Court, the Company or
any other party in interest. In such event,.the Purchase Price set forth in
Section 3.1 shall be amended to an amount equal to the Highest Competing Bid
matched by Buyer and the respective rights, obligations and duties of Company
and Buyer for Buyer's purchase of the Sale Assets shall be as otherwise set
forth in this Agreement subject to the amendment of the Purchase Price as
above provided. If the Buyer does not match the Highest Competing Bid (which
must include a minimum cash payment of $14,000.,000),,
15
then upon a final order by the Bankruptcy Court approving the sale of the
Sale Assets to the Highest Competing Bidder (x) $500,000 of the Deposit made
by the Highest Competing Bidder shall become non-refundable and shall be
applied by the Escrow Agent to the payment to Buyer of the sum of $500,000 as
a Breakup Fee, and (y) Company shall pay to Buyer the Breakup Fee of
$500,000, which sum shall be paid by the Escrow Agent from the Deposit of the
Highest Competing Bidder as provided by this Section 9.3(b)(ii)(x).
(c) Buyer's Deposit shall be returned to Buyer (i) no later than one
business day after a final order by the Bankruptcy Court denying the Sale
Motion in favor of Buyer or which approves the sale of the Sale Assets to a
competing bidder or (ii) unless waived by Buyer,. by November 4, 1996, if the
Bankruptcy Court has not entered its Final Order approving the Sale Motion in
favor of Buyer.
(d) Any sale of Sale Assets to a competing bidder shall include a
minimum cash payment of $14,000,000.
(e) In the event the Buyer does not match the Highest Competing Bid and
the sale of the Sale Assets to the party submitting the Highest Competing Bid
does not close, this Agreement shall be reinstated, at Buyer's option, upon
written notice to the Company. In such event, no competing bids shall be
accepted by Company and the sale of the Sale Assets to Buyer shall be upon
the terms and conditions hereof with the closing to occur no later than sixty
(60) days after Company's receipt of Buyer's notice hereunder. In such
event, Buyer shall pay the Buyer's Deposit to Escrow Agent to be held and
distributed according to the terms hereof and the Escrow Agreement. In the
event Buyer elects to reinstate this Agreement, Buyer may in its sole
discretion apply the Breakup Fee to the Buyer's Deposit and the Cash portion
of the Purchase Price.
(f) Upon execution of this Agreement, Company and Buyer shall confer
with the Bankruptcy Court for the purposes of scheduling the notice periods
to parties in interest and the hearings in connection with the Bidding
Procedures Motion and Sales Motion.
(g) Within five business days after (x) Buyer determines that the
Bankruptcy Court is unable, in accordance with the provisions of this Section
9, to schedule the notice periods to parties in interest and the hearings in
connection with the Bidding Procedures Motion and Sales Motion ("Notices and
Hearings"), or (y) the Bankruptcy Court does not enter the Bidding Procedures
Order or the Final Order as provided herein, Buyer may, in its sole
discretion, terminate this Agreement upon written notice to the Company. In
either event Buyer's Deposit shall be paid to the Buyer by Escrow Agent
within seventy-two (72) hours of Escrow Agent's receipt of Buyer's written
notice requesting payment of Buyer's Deposit to it. If Buyer does not
terminate this Agreement as provided in this Section 9.3(g), Company and
Buyer shall amend this Agreement in writing to extend the Notices and
Hearings and the dates for entry of the Bidding Procedures Order and Final
Order.
9.4 ENTRY OF BIDDING PROCEDURES ORDER. Unless waived by Buyer, the
Bidding Procedures Order shall be entered by the Bankruptcy Court no later
than two (2) days after the expiration of the fifteen (15) day notice period
to parties in interest described in Section 9.3 of this Agreement.
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9.5 COMPANY SUPPORT OF MOTIONS. Company shall actively support and seek
-the approval of the Bidding Procedure Motion and Sale Motion by the
Bankruptcy Court and parties in interest to whom notice is required by the
Bankruptcy Code and Bankruptcy Rules.
Section 10
CONDITIONS TO OBLIGATIONS OF BUYER
The obligations of Buyer under Sections 2.1 and 3.1 are, at its option,
subject to satisfaction, at or prior to Closing, of each of the following
conditions:
10.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. All representations and
warranties of the Company made in this Agreement shall in all material
respects be true and correct on and as of the Closing Date with the same
force and effect as if made on and as of that date, except for changes
permitted or required by this Agreement. All of the terms, covenants,
conditions and agreements set forth in this Agreement to be compiled with and
performed by the Company at or prior to the Closing shall in all material
respects have been complied with or performed thereby.
10.2 FINAL ORDER. An order, which has not been stayed, vacated or
materially modified for a period of ten (10) days after its entry, in form
acceptable to Counsel for Buyer, shall have been entered by the Bankruptcy
Court (a) authorizing and directing a Section 363 Sale of the Sale Assets, in
accordance with the terms of this Agreement, to Buyer free and clear, except
for Permitted Encumbrances, of all liens, claims and encumbrances, including
any lien for real and/or personal property taxes assessed or claimed by any
taxing authority against the Sale Assets including, but not limited to, the
City of Biloxi, Mississippi, Xxxxxxxx County, Mississippi and the State of
Mississippi ("Tax Lien"); (b) providing that an amount equal to the total of
the Tax Liens shall be held separately by the Company and disbursed only by
order of the Bankruptcy Court to the appropriate taxing authorities, in
satisfaction of any such Tax Lien; (c) approving the assignment and
assumption of the Assumed Obligations to be assumed by Buyer, in accordance
with the terms of this Agreement; and (d)(1) finding that the Section 363
Sale would not have been consummated by Buyer if Buyer or the Sale Assets
were to be responsible for, or subject to, any liens, claims or encumbrances
other than Permitted Encumbrances and (ii) that there will be no successor
liability to Buyer or any lien or encumbrance affecting the Sale Assets
(except Permitted Encumbrances) of the Company ("Final Order"). Unless
waived by Buyer, the Final Order shall be entered no later than forty-five
(45) days after the execution of this Agreement by Buyer and the Company.
10.3 INSTRUMENTS OF CONVEYANCE. The Company shall have delivered deeds,
bills of sale, assignments and other instruments of conveyance with respect
to the Sale Assets effecting the sale, transfer, assignment and conveyance of
the Sale Assets, without warranty and without recourse to the Company, to
Buyer or to such other person who is to receive the Sale Assets pursuant to
the Final Order.
10.4 ENVIRONMENTAL REPORT. Company will provide an Environmental Update
Report ("Report") on the Sea Products and Gulf Central Properties and the 4.5
acre fee simple property owned by Company no later than thirty (30) days from
the Company's execution of this Agreement, at the Company's sole cost, which
environmental update report shall be subject to the approval of
17
the Buyer at its sole discretion. Buyer may, in its sole discretion, require
the Company to cure any environmental exceptions listed in said report to the
extent the cost to cure said exceptions does not exceed $50,000. To the
extent the cost to cure any environmental exceptions listed in the Report
exceeds $50,000, Buyer may, in its sole discretion, cancel its obligations
hereunder or waive such costs in excess of $50,000.
10.5 TITLE INSURANCE. Title to Company's real property (referenced in
2.1 (b)) and Company leasehold interests in the Leases (referenced in Section
2.2(g) conveyed to Buyer hereunder shall be insurable by a title insurance
company licensed in the State of Mississippi and acceptable to Buyer at
standard rates on its standard form of title policy, subject only to such
matters as may be waived in writing by Buyer at or prior to the Closing.
Buyer shall be responsible for the premiums of any such title insurance
policy.
10.6 IGT ORDER. The October 31, 1996, date referenced in Paragraph B of
the Order Approving Partial Agreement of Debtor and IGT North America
Regarding Slot Machines Subject to a Security Interest of IGT North America
entered on August 21, 1 996, shall be extended to the earlier to occur of the
Closing Date or the termination of this Agreement.
Section 11
CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under Section 2.1 are, at its option,
subject to satisfaction, at or prior to the Closing, of each of the following
conditions:
11.1 REPRESENTATIONS, WARRANTIES AND Covenants. All representations and
warranties of Buyer made in this Agreement shall in all material respects be
true and correct on and as of the Closing Date with the same force and effect
as if made on and as of that date, except for changes contemplated, permitted
or required by this Agreement. All of the terms, covenants, conditions and
agreements to be complied with and performed by Buyer on or prior to the
Closing shall in all material respects have been complied with or performed
thereby.
11.2 ADVERSE PROCEEDINGS. There shall not be in effect any injunction or
restraining order issued by a court of competent jurisdiction against the
consummation of the purchase and sale of the Sale Assets pursuant to this
Agreement.
11.3 FINAL ORDER. A Final Order shall have been entered by the
Bankruptcy Court.
11.4 Purchase Price. The Purchase Price required to be paid by Buyer
under Section 3.1 shall have been delivered to the party or parties entitled
thereto pursuant to the Final Order.
Section 12
TERMINATION
18
12.1 RIGHT OF PARTIES TO TERMINATE. In addition to either party's right
to terminate as otherwise provided herein, this Agreement may be terminated:
(a) by Buyer if the Company shall have breached any of its obligations
hereunder in any material respect; or (b) by the Company if Buyer shall have
breached any of its obligations hereunder in any material respect. The Buyer
shall have the right to terminate this Agreement or extend the Closing Date
under this Agreement in the event that any of the Conditions to Obligations
of the Buyer specified in Section 10 have not been fulfilled at or prior to
the Closing Date unless waived by Buyer in its sole discretion.
12.2 EFFECT OF TERMINATION. If either Buyer or the Company decides to
terminate this Agreement pursuant to Section 12. 1, or if Buyer decides to
terminate this Agreement pursuant to Section 3.3 (a) (iv) or Section 9.3 (g),
the terminating party shall promptly give written notice to the other party
to this Agreement of such decision. In the event of a termination pursuant
to Section 1 2. 1, the parties shall be released from all liabilities and
obligations arising under this Agreement (other than pursuant to Sections
12.3 and 12.4 hereto with respect to the matters contemplated by this
Agreement.
12.3 BUYER'S REMEDIES. If the Section 363 Sale falls to close as a
consequence of a breach by the Company of any of its obligations under this
Agreement, or in the event of any of the Conditions to Obligations of the
Buyer specified in Section 10 have not been fulfilled at or prior to the
Closing Date, the Escrow Agent shall deliver to Buyer, no later than seventy
two (72) business hours after Buyer delivers its written request to Escrow
Agent, the Buyer's Deposit and any amounts owing to Buyer pursuant to Section
9.3. Buyer shall be entitled to specific performance by Company of the terms
and provisions of the Agreement and its reasonable attorney fees and court
costs.
12.4 COMPANY'S REMEDIES. In the event the Section 363 Sale falls to
close as a consequence of a breach by the Buyer of its obligations under this
Agreement, or in the event of any of the Conditions to Obligations of the
Company specified in Sections 11.1 and 11.4 have not been fulfilled at the
Closing Date, Buyer shall pay to Company as liquidated damages, and not as a
penalty, the sum of $ 1 00,000 ("Liquidated Damages"). In such case, the
Liquidated Damages shall be paid to Company by the Escrow Agent from the
Buyer's Deposit no later than the tenth day following notice by either Buyer
or Company of the termination of this Agreement resulting from the events
described in this Section 12.4. The remainder of Buyer's Deposit, shall be
paid to Buyer by Escrow Agent within twenty-four hours following such notice
of termination. Company's right to Liquidated Damages hereunder shall be
Company's sole and exclusive remedy against Buyer for and breach or default
by Buyer under this Agreement.
Section 13
CLOSING
13.1 TIME AND PLACE OF CLOSING. Except as may otherwise be provided
herein or mutually agreed to in writing by Buyer and the Company, and
provided this Agreement has not been terminated as provided by Section 12,
the closing of the Section 363 Sale ("The Closing") shall take place at
such time as the parties mutually agrees but in no event earlier than thirty
(30) days nor later than sixty (60) days after entry of the Final Order
("Closing Date"). The Closing shall take place at
19
the offices of Hopkins, Crawley, Xxxxxxx, Xxxxxx & Persons, 0000 00xx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 or at such other location agreed to by the
parties.
13.2 OBLIGATIONS OF THE COMPANY AT CLOSING. At the Closing, the Company
shall deliver or cause to be delivered the following documents, and take such
other actions as are identified below:
(a) the instruments of conveyance and transfer contemplated by Section
10.3; and
(b) all other documents and instruments as may be necessary to
consummate the transactions contemplated by this Agreement.
13.3 OBLIGATIONS OF BUYER AT CLOSING. At the Closing, Buyer shall
deliver or cause to be delivered the following documents, and take such other
actions as are identified below:
(a) the Purchase Price pursuant to Section 3.1; and
(b) all other documents and instruments as may be necessary to
consummate the transactions contemplated by this Agreement, including the
Security Agreement.
13.4 APPROVAL TO PARTICIPATE. If at the Closing, Buyer has not secured
the necessary licenses or permits from the Mississippi Gaming Commission
which are necessary to Buyer's ownership and operation of the Casino
subsequent to the Closing Date, Company shall, provided Buyer has received an
Approval to Participate or similar consent or permission from the Mississippi
Gaming Commission, operate the Casino, pursuant to Company's existing gaming
license, for a period not to exceed One Hundred Twenty (120) days after
Closing ("Approval to Participate Period"). During the Approval to
Participate Period, Company shall employ or contract with a general manager
or managers selected from time to time by Buyer and who have been found
suitable by the Mississippi Gaming Commission for such position. Any such
general manager selected by the Buyer shall have and exercise sole and
exclusive management of the Casino and its operations during the Approval to
Participate Period.
During the Approval to Participate Period, Buyer shall be responsible for
operating expenses, taxes, lease payments and losses incurred in the
operation of the Casino. All profits generated by the Casino during the
Approval to Participate Period shall belong to and be the property of the
Buyer.
Section 14
SURVIVAL
Except as provided in the second sentence of this Section 14 all
representations, warranties, covenants and agreements made in this Agreement
or in any exhibit, schedule, certificate or agreement delivered in accordance
with this Agreement shall survive the execution and delivery of this
Agreement and the Closing Date. The representations and warranties of the
Company under
20
Section 5 and 6 hereof, and of the Buyer under Section 4 hereof, shall be
extinguished and be of no further force or effect after the Closing Date.
Section 15
OTHER PROVISIONS
15.1 SURVEY. No later than thirty (30) days after Company's execution
hereof., Company shall provide an updated survey of the Sea Products, Gulf
Central and Xxxxxxx properties and the 4.5 acre fee simple parcel.
15.2 BENEFIT AND ASSIGNMENT; THIRD PARTY BENEFICIARIES. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns. Buyer may not assign its rights
and obligations hereunder without the prior written approval of Company,
which will not be unreasonably withheld.
15.3 ENTIRE AGREEMENT. This Agreement and the Schedules and
Exhibits referred to herein constitute the entire agreement and understanding
of the parties and supersede any and all prior agreements, arrangements and
understandings relating to matters provided for herein.
15.4 RISK OF LOSS. The risk of loss or destruction of or damage of the
Sale Assets, or .any of them, from any cause whatsoever at all times on or
subsequent to execution of this Agreement and prior to the Closing Date shall
be borne by the Company.
15.5 FEES AND EXPENSES. Each party shall be solely responsible for
all costs and expenses incurred by it in connection with the negotiation,
preparation and performance of and compliance with the terms of this
Agreement.
15.6 AMENDMENT, WAIVER. Except in the case of either Company or Buyer
reserving the unilateral right to waive a provision or a right reserved
hereunder, the provisions of this Agreement, or any of them, may be amended
or waived by an instrument in writing signed by the party against which
enforcement of such amendment or waiver is sought. Any waiver of any term or
condition of this Agreement or any breach hereof shall not operate as a
waiver of any other such term, condition or breach, and no failure to enforce
any provision hereof shall operate as a waiver of such provision or of any
other provision hereof.
15.7 HEADINGS. The headings are for convenience only and will not
control or affect the meaning or construction of the provisions of this
Agreement.
15.8 GOVERNING LAW, JURISDICTION. The construction and performance of
this Agreement ill be governed by the laws of the State of Mississippi. The
Bankruptcy Court shall have exclusive jurisdiction with regard to all matters
relating to the interpretation and enforcement of this Agreement for a period
of one year following the Closing. Thereafter, jurisdiction shall fie in any
court of competent jurisdiction.
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15.9 NOTICES. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement (a) shall be in writing; (b)
shall be delivered personally, Including by means of facsimile, overnight
express delivery, -or- mailed by registered or certified mail, postage
prepaid, and return receipt requested; (c) shall be deemed given"on the date
of personal delivery, the date sent via facsimile, or on the date set forth
on the return receipt or the overnight express delivery receipt; and (d)
shall be delivered or mailed, to the addresses or facsimile numbers set forth
below or to such other address as any party may from time to time direct:
(a) IF TO BUYER:
New Palace Casino, L.L.C.
Attn: Xxxx Xxxxxx, President and CEO
Casino Resource Corporation
1719 Beach Blvd., Room 000
Xxxxxxxxx Xxxxx. Xxxxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
with copies to
Xxxxx X. Persons
Hopkins, Crawley, Xxxxxxx, Xxxxxx & Persons
Attorneys at Law
Post Office Box 1510
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000 (000) 000-0000
Xxxxxx Xxxxxx
Xxxxxx & Xxxxxx, L.L.P.
Attorneys at Law
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
(000)000-0000
(b) IF TO THE COMPANY:
Maritime Group, Ltd.
Attn: Dual Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxxxxx 00000
(000) 000-0000
with a copy to:
LeBoeuf, Lamb, Xxxxxx & XxxXxx,, L.L.P.
Attn: Xxxxxxx X. Xxxxxx., 11
22
1000 Xxxxxx Building
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
15.10 ATTORNEYS' FEES. If suit or action is filed by any party to
enforce the provisions of this Agreement or otherwise with respect to the
subject matter of this Agreement, or otherwise with respect to the subject
matter, of this Agreement the, prevailing party shall be entitled to recover
from the other party reasonable attorneys' fees as fixed by the trial court
and, if any appeal is taken from the decision of the trial court, reasonable
attorneys' fees as fixed by the appellate court. . For purposes of this
Agreement, the term "prevailing party" shall be deemed to include a party
that successfully opposes a petition for review flied with an appellate court.
15.11 ATTORNEYS' FEES. Company and Buyer acknowledge that schedules
2.1 (a), 2.1 (b); 2.2(b) and 2.2(c) attached hereto have been prepared as of
September 22, 1995. Company and Buyer agree to supplement this Agreement to
amend each of the schedules hereto to reflect the current status of the
matters and items listed on each of said schedules. Said amended schedules
shall be subject to the approval of Buyer. The remaining schedules have been
prepared as of the date hereof.
15.2 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement as of the day and year first written above.
"Buyer"
New Palace Casino, L.L.C. /s/ Xxxx X. Xxxxxx
--------------------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------------
Title
---------------------------------------------
"Seller"
Maritime Group, Ltd. /s/ Dual X. Xxxxxx, Xx.
--------------------------------------------------
Name DUAL X. XXXXXX, XX.
----------------------------------------------
Title PRESIDENT & CEO
---------------------------------------------
23
Form of
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into as of the 20th day of September,
1996, by and among New Palace Casino, L.L.C., a Mississippi Limited Liability
Company (the "Buyer"), Maritime Group, Ltd., a Mississippi Corporation (the
"Company") and Xxxxxxx Bank, Gulfport, Mississippi (the "Escrow Agent"),
pursuant to an Asset Purchase Agreement dated September 20th, 1996, (the
"Agreement") between the Buyer and the Company.
WHEREAS, Buyer and Company have entered into the Agreement whereby Buyer
is acquiring substantially all of the assets of Company relating to the
dockside gaming casino known as the Palace Casino; and
WHEREAS, the Agreement contemplates the deposit of certain sums with the
Escrow Agent ("Deposit") by Buyer or by an entity submitting a "Competing
Bid" as provided by Section 9 of the Agreement; and
WHEREAS, Buyer and the Company have agreed to the terms of this Escrow
Agreement for the Escrow Agent to hold any Deposit made pursuant to Section 9
of the Agreement in accordance with the following terms, conditions and
instructions:
1. DEFINITIONS. The capitalized terms in this Escrow Agreement shall
have the same definition ascribed to them in the Agreement unless otherwise
defined herein.
EXHIBIT A
2. ESCROW DEPOSIT. In the even Buyer, pursuant to Section 9.2 of the
Agreement, makes a Deposit (the "Buyer's Escrow Funds") said sum shall be
held by the Escrow Agent in accordance with the terms and provisions of this
Escrow Agreement. Immediately upon the receipt of the Buyer's Escrow Funds,
the Escrow Agent shall deposit the Buyer's Escrow Funds in one or more
1
federally insured interest bearing accounts at Xxxxxxx Bank, Gulfport,
Mississippi, to be held and disbursed by the Escrow Agent pursuant to the
terms hereof.
3. ESCROW DEPOSIT BY OTHERS THAN BUYER. In the event a Competing Bid
is made pursuant to Section 9.3(b) of the Agreement, the deposit made by any
Competing Bidder shall be held by the Escrow Agent pursuant to the terms
hereof ("Overbid Escrow Funds"). Immediately upon receipt of the Overbid
Escrow Funds, the Escrow Agent shall deposit the Overbid Escrow Funds in one
or more federally insured interest bearing accounts at Xxxxxxx Bank,
Gulfport, Mississippi. The Overbid Escrow Funds shall be held in account
separate and distinct from those of the Buyer's Escrow Funds, shall be
accounted for separately by the Escrow Agent and shall be disbursed by the
Escrow Agent pursuant to the terms hereof. Any Competing Bidder shall
execute this Escrow Agreement and be bound by its terms.
4. BUYER'S ESCROW FUNDS. Escrow Agent shall disburse the Buyer's
Escrow Funds as follows:
a) If by October 14, 1996, (unless waived by Buyer pursuant to
the Agreement) the Bankruptcy Court does not enter the Bidding Procedures
Order approving the Bidding Procedures set forth in Section 9.3 of the
Agreement, the Escrow Agent shall, upon receipt of written notice from Buyer
requesting payment of Buyer's Escrow Funds to it, pay over and deliver the
Buyer's Escrow Funds to the Buyer within one business day of Escrow Agent's
receipt of Buyer's written notice.
b) If the Bankruptcy Court enters its Final Order approving the
Sale Motion in favor of Buyer, and, at the Closing, Buyer provides Escrow
Agent and Company with written notice that all conditions to obligations of
Buyer provided for in Section 10 of the Agreement have been satisfied or
waived in writing by Buyer, the Escrow Agent shall pay over and deliver the
Buyer's Escrow
2
Funds to the Company (at the Closing), to be applied to the Purchase Price.
If at the Closing, Buyer provides Escrow Agent and Company with written
notice that all conditions to obligations of the Buyer provided for in
Section 10 of the Agreement have not been satisfied and have not been waived
in writing by Buyer, the Escrow Agent shall pay over and deliver the Buyer's
Escrow Funds to the Buyer within seventy-two (72) hours of Escrow Agent's
receipt of Buyer's written notice.
c) If by November 4, 1996, (unless waived by Buyer pursuant to
the Agreement) the Bankruptcy Court does not enter its Final Order approving
the Sale Motion in favor of Buyer in accordance with the terms of the
Agreement, the Escrow Agent shall, upon receipt of written notice from Buyer
requesting payment of Buyer's Escrow funds to it, pay over and deliver the
Buyer's Escrow Funds to the Buyer within one business day of Escrow Agent's
receipt of Buyer's written notice.
d) Buyer's Escrow Funds shall be returned to Buyer by Escrow
Agent no later than one business day after the entry of an order by the
Bankruptcy Court denying the Section 363 Sale in favor of Buyer or which
approves the sale of the Sale Assets to a competing bidder.
e) Company and Escrow Agent acknowledge that Buyer's right and
entitlement to return of the Buyer's Escrow Funds under paragraphs 4(a), 4(c)
or 4(d), is absolute and that Company has no right to object to the payment
and delivery to Buyer of the Buyer's Escrow Funds by Escrow Agent under
paragraphs 4(a), 4(c) or 4(d), hereof.
f) If the Section 363 Sale does not close and Company is entitled
to recover Liquidated Damages from Buyer as provided in Section 12.4 of the
Agreement, Escrow Agent shall pay and deliver, from Buyer's Deposit, the sum
of $100,000 to Company as to Liquidated Damages. Payment of Liquidated
Damages to company shall be made by the Escrow Agent no later than the tenth
day following notice by either Buyer or Company of the termination of the
Agreement as a
3
result of any of the events described in Section 12.4 of the Agreement. The
remainder of Buyer's Deposit shall be paid to Buyer by Escrow Agent within
twenty-four (24) hours following such notice of termination.
5. OVERBID ESCROW FUNDS.
a) If the Buyer does not match the Highest Competing Bid, as
provided by Section 9.3(b) of the Agreement, the Escrow Agent shall pay over
and deliver to Buyer from the Overbid Escrow Funds the sum of $500,000
("Breakup Fee") which sum shall be paid to Buyer by Escrow Agent no later
than one business day after a final order by the Bankruptcy Court approving
the sale of the Sale Assets to the Highest Competing Bidder.
b) The Overbid Escrow Funds deposited by any Competing Bidder,
other than the Highest Competing Bidder, shall be paid over and returned to
each such Competing Bidder by the Escrow Agent no later than one business day
after Final Order by the Bankruptcy Court approving the Section 363 Sale in
favor of Buyer or the Highest Competing Bidder, as the case may be.
c) If the Buyer elects to match the Highest Competing Bid, as
provided by Section 9.3(b) of the Agreement, the Escrow Agent shall pay over
and deliver to the Highest Competing Bidder, the Overbid Escrow Funds
deposited by it which sum shall be paid to the said Highest Competing Bidder
no later than one business day after the Final Order by the Bankruptcy Court
approving the Section 363 Sale in favor of Buyer.
6. NON-DISBURSEMENT OF LIQUIDATED DAMAGES. If at any time Escrow Agent
receives written notification or instructions from Buyer to not disburse the
Liquidated Damages ($100,000) portion of Buyer's Escrow Funds to Company,
Escrow Agent shall continue to hold the Liquidated
4
Damages until Buyer and Company jointly agree to the disbursement of the
Liquidated Damages or unless otherwise ordered by a Court of competent
jurisdiction pursuant to a final order.
7. INTERPLEADER. In the event of a disagreement or presentation of
adverse claims or demands or instructions to the Escrow Agent, the Escrow
Agent may at its option, file a Complaint in the Interpleader for the purpose
of having the respective rights of the Buyer and Company adjudicated, may
deposit with the Court all documents and property held by it pursuant to its
Escrow Agreement and Buyer and Company hereto agree to pay all costs,
expenses and attorney's fees incurred by the Escrow Agent in such action, and
said costs, expenses and fees may be included in any judgment rendered in any
such interpleader action. Any such action shall be filed in a federal or
state court of competent jurisdiction located in Xxxxxxxx County, Mississippi.
8. NOTICES, ETC. Any notice provided for in this Escrow Agreement
shall be in writing, deemed effective upon receipt and shall be personally
delivered, or mailed registered or certified mail-return receipt requested,
as follows:
(a) To the Escrow Agent:
Xxxxxxx Bank
Attn:
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
(b) To Buyer:
New Palace Casino, L.L.C.
C/O Casino Resource Corporation
Attn: Xxxx Xxxxxx, CEO
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxx 00000-0000
(000) 000-0000
with copies to:
0
Xxxxx X. Xxxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxx,
Xxxxxx & Persons
Attorneys at Law
Post Office Box 1510
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
(000) 000-0000
Xxxxxx Xxxxxx
Xxxxxx & Xxxxxx, L.L.P.
Attorneys at Law
0000 Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(c) To Company:
Maritime Group, Ltd.
Attn: Dual Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000
with a copy to:
LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
Attn: Xxxxxxx X. Xxxxxx, XX
1000 Xxxxxx Building
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
(d) To Competing Bidder
(as shown on signature page)
or to such other address or to such other persons as any of the parties
hereto shall have last designated to the other parties hereto by like notice.
9. AMENDMENT; BINDING EFFECT; CONSTRUCTION. This Escrow Agreement: (a)
may not be amended or modified except by an instrument in writing signed by
each of Buyer and Company, (b) shall be binding upon and inure to the benefit
of the parties hereto and their respective successors
6
and assigns, and (c) shall be governed by and construed in accordance with
the laws of the State of Mississippi.
BUYER:
NEW PALACE CASINO, L.L.C.
BY:--------------------------------------------
Its---------------------------------------
COMPANY:
MARITIME GROUP INC.
BY:--------------------------------------------
Its---------------------------------------
ESCROW AGENT:
XXXXXXX BANK
BY:--------------------------------------------
Its---------------------------------------
COMPETING BIDDER:
BY:--------------------------------------------
Its---------------------------------------
Address ---------------------------------------
Telephone -------------------------------------
Xxxxxxx Bank
Attn: Xx. Xxxxxxx X. Xxxxxx
Associate General Counsel
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
7
RE: Escrow Agreement dated as of September 20, 1996, among News Palace
Casino, L.L.C. ("Buyer"), Maritime Group, Ltd. ("Company"), and
Xxxxxxx Bank ("Escrow Agent").
Dear Xx. Xxxxxx:
This letter confirms the agreement of New Palace Casino, L.L.C., to pay
the fee of Xxxxxxx Bank for its services as Escrow Agent pursuant to the
captioned Escrow Agreement in the amount of $750.00.
At the time of any disbursement required by the terms of the Escrow
Agreement, the Escrow Agent will be provided instructions as to the manner of
payment, e.g., wire or bank check, by the party making the disbursement
instruction.
New Palace Casino, L.L.C.
BY: /s/ Xxxx X. Xxxxxx
----------------------------
XXXX X. XXXXXX
8
SCHEDULE 2.1(a)
SCHEDULE 2.1(b)
BILOXI, MISSISSIPPI
REAL ESTATE OWNED
XXXX XXXXXX XXXXXXXX
----------------------------------------------------
Purchase Price $300,000 $182,017 $131,942
Outstanding Loan NONE 123,200 NONE
Payment N/A 2,505 N/A
Term N/A 5 YEAR N/A
Interest Rate N/A 8% N/A
Use PARKING LOT RESIDENTIAL RESIDENTIAL
Other OFF-SITE PARKING NEXT TO CASINO NEXT TO CASINO
PARKING PARKING
SCHEDULE 2.1 (d)
MISSISSIPPI
STATE TAX COMMISSION
Alcoholic Beverage Control Division
Xxxx Xxxxxx Xxx 000
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Ph number (000) 000-0000
Fax Number (000) 000-0000
Xx Xxxxxx, Xx., Chairman Xxxxxxx X. Xxxx, CPA Xxxxxx Xxxxxxx, Xx.
and Commissioner of Revenue Associate Commissioner Associate Commissioner
Maritime Group, Ltd. Biloxi, MS Xxxxxxxx
Your application for a Mississippi Alcoholic Beverage ON PREMISES RETAILER
Permit Located at 000 Xxxxxx Xxxxxx and doing business as PALACE CASINO has
been approved by the A.B.C. Division effective April 6, 1994 and will expire
on April, 5, 1995 Permit Number 7319 must appear on all of your
correspondence and orders.
The enclosed permit must at all times be prominently displayed on the
designated premises in order to keep this permit in force. You must file an
application with the A.B.C. Division for renewal before the stated permit
expiration date.
Authorized members of the Alcoholic Beverage Control Division will at
various intervals be inspecting your premises and examining your books and
records. Information concerning the ordering and distribution of beverages
will be obtained from the Warehouse Department of the A.B.C. Division.
Each permittee shall operate under the provisions of the Alcoholic
Beverage Control Laws and the Rules and Regulations of the Commission. It
is, therefore, recommended that eh permittee review all of the Alcoholic
Beverage Control Law and the Rules and Regulations of the Mississippi Code of
1972, which list the causes for which permits must be revoked or suspended.
In addition, you should take special notice of the following Sections of
Mississippi Code 1972, which relate to the operation of retail establishments:
General Sections 67-1-37, 51,59, 71, 77, 81, General Sections 27-71-23
83, 35
Enforcement Sections 67-1-31, 91 Records Sections 27-71-25, 23
Distribution Sections 67-1-31,91 Enforcement Section 27
Package Section 67-1-75 Taxes--27-71-5, 7, 9, 23, 29
Transfer of Permit Section 67-1-67
Permit Display & Renewal Section 67-1-55, 63
Please call or write the Alcoholic Beverage Control Division office for
further information or advise. We would prefer to help you avoid mistakes
rather than penalize you after you have committed a violation.
Very truly yours,
/s/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, Director
UNITED STATES FIDELITY AND GUARANTY COMPANY
BALTIMORE, MARYLAND
(A STOCK COMPANY)
BOND NUMBER: 32-0130-19710-94
KNOW ALL MEN BY THESE PRESENTS: THAT Maritime Group, Ltd. City of Biloxi
State of Mississippi, as Principal and UNITED STATES FIDELITY AND GUARANTY
COMPANY, of Baltimore, Maryland, as Surety, are held and firmly bound unto
City of Biloxi as Obligee in the aggregate sum of One Thousand Dollars and
no/100 Dollars ($1,000.00), lawful money of the United States, for the
payment of which, well and truly to be made, we bind ourselves, our heirs,
executers and administrators, successors and assigns, jointly, severally, and
firmly by these presents.
Signed, sealed and dated March 8, 1994.
WHEREAS, the above bounden Principal has applied for License as General
Contractor for the term beginning March 8, 1994. This Bond is to cover the
term said License.
NOW, THEREFORE, if a license is granted to the said Principal, and if
such LICENSEE shall during the life of said License faithfully observe all
the Ordinances of said Obligee, and faithfully perform the duties required by
Ordinance, rules or regulations and will save and keep harmless and indemnify
said Obligee, form all actions, suits, costs, damages and expenses, including
Attorney's Fees which shall or may at any time happen to come to it or for or
on account of any injury or damage received or sustained by any person, then
the above obligation shall be void; otherwise to be and remain in full force
and effect.
IT IS FURTHER UNDERSTOOD AND AGREED that this bond my be terminated by
either party hereto delivering written notice of termination by Registered or
Certified Mail to the other parities at least 30 days prior to the effective
date of such termination; the surety, however, remaining liable fro any
defaults under this Bond, committed prior to the expiration of such 30 day
period.
(Seal)
-----------------------------------------------------
UNITED STATES FIDELITY AND GUARANTY COMPANY
COUNTERSIGNED /S/ T. XXXXXXX XXXXXXXX
-----------------------------------------------------
Assistant Vice President
By /S/
----------------- By /S/ XXXXXX XXXXXXXXXX
Resident Agent ---------------------------------------------------
Assistant Secretary
ACKNOWLEDGMENT OF SURETY
(Corporate Officer)
State of Maryland
On the 1st day of September, 1993, before me the undersigned officers,
personally appeared T. Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxxx, who
acknowledged themselves to be the aforesaid officers of UNITED STATES
FIDELITY AND GUARANTY COMPANY, a corporation, and that they as such officers,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by themselves as
such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
SHOWROOM BAR
Located At 000 XXXXXX XXXXXX BILOXI, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-C0894
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
RUBY SERVICE BAR
Located At 000 XXXXXX XXXXXX BILOXI, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-C0891
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
DIAMOND SERVICE BAR
Located At 000 XXXXXX XXXXXX BILOXI, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-C0890
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
CROWN BAR
Located At 000 XXXXXX XXXXXX XXXXXX, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-C0893
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
GOLDEN WELL BAR
Located At 000 XXXXXX XXXXXX XXXXXX, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-C0892
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
MISSISSIPPI
STATE DEPARTMENT OF
HEALTH
Hereby Grants A
Food Service Permit
To
MARITIME GROUP LTD
To Maintain and Operate A Food Service Establishment
Under The Name Of PALACE CASINO
-------------------------------------------------------------
CROWN ROOM
Located At 000 XXXXXX XXXXXX BILOXI, XXXXXXXX
-------------------------------------------------------------------
This permit signifies compliance on the date of issue with the Food
Service Sanitation Regulation of the Mississippi State Department of Health
and is valid for a period of 12 months from the date of issue unless
suspended or revoked.
/S/ March 16, 1994
------------------------------ ------------------------------
Issuing Official Date
/S/ 24F-A0442
------------------------------ ------------------------------
State Health Officer Permit
Revised 12/92 Display For Public View-Non Transferable Form No. 307
ALCOHOLIC BEVERAGE PERMIT
Permit No. 7319 24 122
Date Issued April 6, 1994
Date Expired April 5, 1995
Issue New
Class ON PREMISES RETAILER
Issued To:
Maritime Group, Ltd.
Palace Casino
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxxxx
Issued By:
/S/
--------------------------------
Director
/S/
--------------------------------
Commissioner
NO: 2638
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 253.2 Compactor #1 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-081
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 0632
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 525.2 Main #8 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-088
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 17.3 Sink #5 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-085
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 17.3 Sink #6 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-086
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 168 Diswasher #4 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-084
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 168 Dishwasher #2 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-082
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 168 Dishwasher #3 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-083
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
XXXXXXXX COUNTY
WASTEWATER AND SOLID WASTE
MANAGEMENT DISTRICT
00000 XXXXXXX XXXX
P.. XXX 0000
XXXXXXXX, XXXXXXXXXXX 00000
PERMIT APPLICATION AND REGISTRATION
GREASE WASTE GENERATOR
Date 3-28-94
Applicant's Business Name Maritime Resorts d/b/a Palace Casino
Mailing Address 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Physical Address of food
preparation establishment 000 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxxx 00000
Number of grease traps 1
Approximate size in Gallons of each 17.3 Sink #7 Interceptor
This is to certify that the information given above is correct to the best of
my knowledge and belief. By my signature I hereby agree to the conditions
stated n the Xxxxxxxx County Wastewater and Solid Waste Management District
Grease Trap Waste Regulation, Dated April 2, 1992.
Signature /S/ XXXXXXX XXXXXXXX
Printed Name Xxxxxxx Xxxxxxxx
Title Chief Engineer
Information verified by /S/
Permit Number T-087
Entered Date 4-6-94
Expiration Date 7-1-94
Fee paid 30.00
Check # 06371
Received by /S/
Approval Signature /S/
STATE OF MISSISSIPPI
MISSISSIPPI GAMING COMMISSION
License No. 056
GAMING LICENSE
This Gaming License entitles MARITIME GROUP, LTD., d/b/a PALACE CASINO,
located at Xxxxxx Avenue, Biloxi, Mississippi, (Xxxxxxxx Co.) to engage as
an OPERATOR. This license is subject to the Mississippi Gaming Control Act
and the Rules and Regulations adopted thereunder. This authorizes the holder
of the license to conduct gaming pursuant to the type of license issued by
the Mississippi Gaming Commission. The License is non-transferable or
assignable and must be conspicuously displayed in an area visible to the
public.
/S/ XXXXXX X. XXXX, XX. /S/
----------------------------- -----------------------------------
Chairman, Xxxxxx X. Xxxx, Xx. Executive Director
Mississippi Gaming Commission
Date Issued: March 17, 1994 Expiration Date: March 17, 1996
STATE OF MISSISSIPPI
BEER PERMIT AND PRIVILEGE LICENSE
STATE TAX COMMISSION NUMBER
JACKSON, MISSISSIPPI
Retailer License Fee: $30.00
$30.00
Issued: 01/06/94
Business
Location: 000 Xxxxxxx Xxxxxx
Issued To: Maritime Group Ltd
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Effective Date: 09/01/94
Expiration Date: 09/01/95
CITY OF BILOXI, MISSISSIPPI - PRIVILEGE TAX LICENSE
A-15734 A-17171 A-17354
September 13, 1994 September 13, 1994 September 13, 1994 September 13, 1994
Expires: Unreadable Expires: Sept. 30. 1994 Expires: Sept. 30, 1994 Expires: Sept. 30, 1994
Received Of: Received Of: Received Of: Received Of:
Palace Casino Maritime Group, Ltd. Palace Casino Palace Casino/Crown Room
Maritime Group, Ltd. Xxxx C?? Maritime Group, Ltd. Maritime Group, Ltd.
000 Xxxxxxx Xx 000 Xxxxxxx Xx 000 Xxxxxxx Xx 000 Xxxxxxx Xx
Xxxxxx, XX 00000 Xxxxxx, XX 00000 Xxxxxx, XX 00000 Xxxxxx, XX 00000
Business Office Business Office/Investments Business Office/Dockside Restaurants 9696 159
Total Tax $150.00 Total Tax $20.00 Saving (unreadable?) Total Tax $105.00
Deputy Tax Collector /S/ Deputy Tax Collector /S/ Total Tax $30.00 Deputy Tax Collector /S/
Deputy Tax Collector /S/
September, unreadable September, unreadable
Expires: Sept. 30, ??? Expires: Sept. 30,
Received Of: Received Of:
Palace/Emerald Courtyard Palace/Pearl Diver Oyster
Maritime Group, Ltd. Oar/Maritime Group, Ltd.
000 Xxxxxxx Xx 000 Xxxxxxx Xx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Restaurants 9696 159 Beer Retail 15.00
Total Tax $150.00 Restaurants 9696 159
Deputy Tax Collector /S/ 42.00
Total Tax $57.00
Deputy Tax Collector /S/
SCHEDULE 3.3(a)
Buyer is aware of the following items that may jeopardize the integrity of
the Palace Casino's assets and by signature hereby waive those conditions so
as to eliminate them from consideration relative to Section 3.3(a):
1. Dredging under the barge should be completed to eliminate bottom
touching and the possibility of damage to the hull and interior
components.
2. New hatch covers should be redesigned and installed to further
insure water-tight integrity of the hull compartments.
3. Internal areas of the barge should be further protected with a
rust inhibitor paint which meets Maritime specifications.
4. Interior barge areas should be ventilated to insure removal of
hazardous gases and reduce condensation.
5. Air cooled chillers #1 and #2 should be elevated above the roof
line to insure proper ventilation and eliminating the use of water
as a source of condenser cooling.
6. Additional Pre-heating coils need to be installed in the
Dehumidfiers to further reduce the amount of humidity contained in
the casino guest areas.
7. Environmental control system (Xxxxxxx Controls) should be
checked out thoroughly and necessary components replaced as needed.
8. Roofing areas that necessitate repair should be performed to
(Firestone) requirements and work pads need to be installed in
appropriate walk paths to further reduce deterioration.
9. Dome area should be re-sealed and waterproofed to further prevent
water intrusion into guest areas (Emerald Courtyard and Crown
Room).
10. Exterior glass should be re-sealed and waterproofed to further
prevent water intrusion into the exterior wall areas (Palladium
Theater, Executive Offices, Slot Tech Room).
11. Dishwashing area should be reconfigured to meet Health
Department standards on change of ownership.
12. Fire suppression systems in the main kitchen and Pearl Divers areas
should be modernized to meet new fire code standards on change
of ownership.
13. Interior neon repair on first and second floors.
14. Exterior neon signage needs to be repaired to eliminate burned
out sections including letters illuminating Palace Casino.
SCHEDULE 3.5
Allocation of a Portion of the Purchase Price as
------------------------------------------------
to Certain Parcels of Real Property
-----------------------------------
Xxxxxxxx Property: $ 75,000
Off-Site 4.5 Acre Improved Parking Lot $ 300,000
Casino and related personal property $13,875,000
excluding Financed Property
Legal Description of Xxxxxxxx Property:
THAT CERTAIN PARCEL OF LAND located in the City of Biloxi, Xxxxxxxx County,
Mississippi, being 74 feet North and South 65 feet East and West, and being
bounded on the South by property now or formerly of Xxxxx; on the East by
property of Cruso; on the North by property of Xxxxx; and on the West by
Xxxxxxx Xxxx; being part of Xxx 0, Xxxxx 00, XXXXXXXXXXX ADDITION to the City
of Biloxi, according to the official map or plat thereof on file and of
record in Copy Plat Book 1, at page 11, in the office of the Chancery Clerk
of Xxxxxxxx County, Mississippi; said Lot is also described as Parcel Xx. 00,
Xxxxx 00, Page 236 of the official Tax Records of Biloxi, Mississippi.
SCHEDULE 5.2
SCHEDULE 5.2
PERMITTED ENCUMBRANCES
1. Xxxxxx property Mortgage in favor of Peoples Bank, $123,000 principal
balance, five year term, 6% annum.
SCHEDULE 5.6
Employment Contracts and Benefit Plans
--------------------------------------
Employment Contracts:
---------------------
Between Maritime Group, Ltd. And Palace Casinos, Inc. and Dual Xxxxxx dated
August 5, 1996.
Vacation Benefits:
------------------
Employees are entitled to vacation benefits under Maritime Group, Ltd.'s
vacation policy on the following schedule:
One year of service - five days paid vacation
Two years of service - ten days paid vacation
Three years of service - ten days paid vacation
Four years of service - fifteen days paid vacation
As of September 1996, Maritime Group, Ltd. Has $44,599 in accrued vacation
pay.
Medical Insurance Benefits:
---------------------------
(through September 30, 1996)
Blue Cross & Blue Shield covering employees
(from October 1, 1996 on)
Self insured through Xxxxxxx & Xxxxxxx
[Table of Miscellaneous Inventory]
SCHEDULE 2.1(f)
EXHIBIT 2(1)(h)
TELEPHONE NUMBERS USED: (000) 000-0000
(000) 000-0000
SCHEDULE 2.2(a)
MARITIME GROUP LTD.
SUMMARY OF LEASES
-------------------------------------------------------------------------------
Xxxxxx, Xxxxx & Xxxx Xxxxxxx Land Lease - Visitor Center $7,000.00
X.X. Xxx 000
Xxxxxx, XX 00000
-------------------------------------------------------------------------------
Fleuer De Lis Society Building Lease - Support Services $4,000.00
c/o Peoples Bank-Xxxxx Xxxxxxx
X.X. Xxx Xxxxxx 000
Xxxxxx, XX 000000
-------------------------------------------------------------------------------
Gulf Central Seafoods, Inc. Land Lease - Parking Lot $28,500.00
X.X. Xxx 000
Xxxxxx, XX 00000
-------------------------------------------------------------------------------
Sea Products, Inc. Land Lease - Parking Lot $30,000.00
X.X. Xxx 0000
Xxxxxx, XX 00000
-------------------------------------------------------------------------------
Private Mini Storage Storage 289.00
0000 Xxxxxxx Xxxx.
Xxxxxx, XX 00000
-------------------------------------------------------------------------------
Xxxxxxx Bank Copier Lease $370.00
X.X. Xxx 0000
Xxxxxxxx, XX 00000
-------------------------------------------------------------------------------
Xxxxxx Properties Warehouse $2,000.00
X.X. Xxx 0000
Xxxxxx, XX 00000
-------------------------------------------------------------------------------
Ford Motor Credit Automotive Lease (2) $1.147.72
X.X. Xxx 000000
Xxxxxxxxxx, XX 00000
-------------------------------------------------------------------------------
Pitney Xxxxx Credit Corporation Postage Machine $156.00 (1)
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
-------------------------------------------------------------------------------
Pitney Xxxxx Credit Corporation Postage Machine $127.50 (1)
0000 Xxx Xxxxx Xxxxx - Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
-------------------------------------------------------------------------------
$80,042.22
-------------------------------------------------------------------------------
(1) PAYMENTS ARE MADE
QUARTERLY
-------------------------------------------------------------------------------
SCHEDULE 2.2 (b)
SOFTWARE INVENTORY
-------------------------------------------------------------------------------
NAME USERS ??
-------------------------------------------------------------------------------
DOS 55 8.2
-------------------------------------------------------------------------------
MSOFFICE NETWORK 4.01
-------------------------------------------------------------------------------
MSWORD 8
-------------------------------------------------------------------------------
EXCELL 5
-------------------------------------------------------------------------------
MSPUB 2 2
-------------------------------------------------------------------------------
MSWORKS 55
-------------------------------------------------------------------------------
HARVARD GRAPHICS 1 4
-------------------------------------------------------------------------------
NOVELL 3.12 50 3.12
-------------------------------------------------------------------------------
DAVINCHI MAIL 60
-------------------------------------------------------------------------------
ACCESS 1.1
-------------------------------------------------------------------------------
FOXPRO 2.8
-------------------------------------------------------------------------------
DOS IBM 15 8
-------------------------------------------------------------------------------
IGT NETWORK
-------------------------------------------------------------------------------
LODGINGS NETWORK
-------------------------------------------------------------------------------
MSPWRPOINT 55
-------------------------------------------------------------------------------
MSMONEY 2
-------------------------------------------------------------------------------
LANTASTIC 15
-------------------------------------------------------------------------------
INFOGENESIS 1
-------------------------------------------------------------------------------
ELITE400 30
-------------------------------------------------------------------------------
BACKUPEXEC 1 4.01
-------------------------------------------------------------------------------
OMNIPAGE 1
-------------------------------------------------------------------------------
COMMWORKS 1
-------------------------------------------------------------------------------
PCTOOLS 1
-------------------------------------------------------------------------------
FORMTOOL 11.0B
-------------------------------------------------------------------------------
SMARTLABE 2 3
-------------------------------------------------------------------------------
PROBAR 1
-------------------------------------------------------------------------------
SHIVA 23.7.7
-------------------------------------------------------------------------------
SMARTCOM 1 1
-------------------------------------------------------------------------------
ADP PC/PAYROLL 2 5.02
-------------------------------------------------------------------------------
PASSBOOK TICKETING SYSTEMS 1 1
-------------------------------------------------------------------------------
EXHIBIT 2(2) (c)
MARITIME GROUP LTD.
FINANCING ARRANGEMENTS
Name & Address Description
-------------- -------------
Bally Gaming Inc.
0000 Xxxxx Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000-0000 Slot Machines
International Gaming Technology
X.X. Xxx 00000
Xxxx, Xxxxxx 00000-0000 Slot Machines
Mikhon Gaming Corporation
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000 Neon Signs
NEC America, Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000 Phone Equipment
IBM Credit Corporation
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000 Point of Sale System
Peoples Bank
X.X. Xxx Xxxxxx 000
Xxxxxx, XX 00000 Mortgage on Property Adjacent
to the Casino
Ford Motor Credit Company
X.X. Xxx 000000
Xxxxxxxxxx, XX 00000-0000 Van
Total Payments
(1) Estimate based upon pro rata number of machines remaining
(2) Includes payment of those machines removed from the floor (approx. 50)
(3) Includes a $1 purchase option at the end of the Agreement
Schedule 2.3(h)
Excluded Insurance Policies
---------------------------
Insurance Type of Policy
Company Coverage Numbers
--------- -------- --------
Scottsdale Ins. Co. General Liability CGS 012801
CAS 040831
CLS 0367962
Miss. Windstorm
Underwriters Ass'n Wind CPF 757004
USF&G Property CPR 300254460-01
Hartford Steam Boiler &
Inspection Co. EDP CSI 944368301
Fidelity & Deposit Ins. Co. Crime CCP 0007812-01
Westchester Fire Ins. Co. Umbrella CUA 102877-0
Lloyds/St. Xxxx Xxxx/Equipment Binder No. AGJ 1010
(includes the following:)
Reliance Ins. Co. Equipment
Xxxxxxx X. XxXxx & Co. Equipment
Navigators Ins. Co. Equipment
Xxxx Xxxxxx & Parnter Ltd. Hull and P&I
St. Xxxx Fire & Marine Ins. Co. Hull and P&I
