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EXHIBIT 10.55
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is dated and effective as
of the 1st day of August, 1999, between HORSESHOE GAMING, L.L.C. ("Horseshoe"),
and KEY FECHSER ("Fechser").
RECITALS:
A. Horseshoe is a holding company which holds ownership interests in
various companies which own and operate casinos. Horseshoe's principal office is
located in Las Vegas, Nevada.
X. Xxxxxxx is the current owner of a .220958% interest in Horseshoe.
C. Horseshoe believes it is in its best interest to acquire from
Fechser his .220958% interest.
D. Horseshoe and Fechser have agreed that the fair market value of the
.220958% interest in Horseshoe is $945,278.
E. Horseshoe will also return to Fechser, as part of this Agreement, an
amount equal to the value of his capital account at July 31, 1999 which was
$140,053.
F. Horseshoe is party to an agreement pursuant to which it may acquire
(the "Acquisition") Empress Casino Xxxxxxx Corporation, an Indiana corporation
("Empress Hammond"), and Empress Casino Joliet Corporation, an Illinois
corporation ("Empress Joliet"), both of which are subsidiaries of Empress
Entertainment, Inc., a Delaware corporation (collectively, "Empress").
NOW, THEREFORE, in consideration of the premises and each act performed
by either party hereto, the parties agree as follows:
1. Concurrently with the execution of this Agreement, Fechser has sold
to Horseshoe, and Horseshoe has purchased from Fechser, Fechser's .220958%
interest in Horseshoe at the price of $945,278 plus a return of capital of
$140,053, for a total purchase price of $1,085,331 ("Purchase Price"). The
Purchase Price shall be paid as follows:
a. The sum of $112,500 shall be paid in cash
concurrently with the purchase of Fechser's interest
by Horseshoe, at the execution of this Agreement.
b. The principal sum of $112,500 on or before October
15, 2000, plus accumulated interest as provided
herein.
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c. The balance shall be paid on or before April 15,
2003. The outstanding balance of the Purchase Price
shall bear interest at a rate of 12% per annum. After
making the payment as required in Section 1(b)
hereof, Horseshoe shall pay outstanding interest, if
any, to Fechser on or before April 15th of each year.
2. If, prior to Horseshoe making all payments to Fechser due under this
Agreement, Xxxx Xxxxxx, his family members or trusts for his benefit or for the
benefit of his family members (collectively, the "Xxxxxx Seller") transfers or
sell for cash (an "Actual Cash Sale") an ownership stake in Horseshoe equal to
or greater than 60% of the outstanding equity interest in Horseshoe, then
Horseshoe shall, in lieu of making the remainder of the payments set forth
hereunder, pay to Fechser a lump sum equal to .220958% of the Value of
Horseshoe, less all amounts (including capital payments, interest and principal)
paid by Horseshoe to Fechser prior to the date of the Actual Cash Sale. For
purposes of this Agreement, the "Value" of Horseshoe shall be the price which
would have been received by the Xxxxxx Seller upon a sale for cash of 100% of
the outstanding equity interest of Horseshoe (the "Hypothetical Sale") assuming
(a) the Xxxxxx Seller owned 100% of the outstanding equity interest of Horseshoe
and (b) the per unit purchase price paid for each unit in the Hypothetical Sale
would be equal to the purchase price per unit paid to the Xxxxxx Seller in the
Actual Cash Sale.
3. If the Acquisition is closed (the date of such closing being
referred to as the "Acquisition Closing Date"), Horseshoe shall pay Fechser in
addition to the Purchase Price an amount equal to $60,337 (the "Additional
Amount"). The parties hereto agree that the Acquisition shall be deemed to have
closed in any of the following circumstances: (i) the Acquisition is consummated
in accordance with its terms or as may be amended by the parties to the
Acquisition agreement, or their successors, assignees or transferees; (ii)
Horseshoe renegotiates the agreement relating to the Acquisition so as to allow
the merger to be consummated as to either Empress Xxxxxxx or Empress Joliet and
the merger is then consummated with either Empress Xxxxxxx or Empress Joliet;
(iii) Horseshoe combines with another party such that the Acquisition is
consummated with Horseshoe obtaining Empress Xxxxxxx or Empress Joliet and the
other party obtaining the other; (iv) Horseshoe consummates the Acquisition in
accordance with its terms or as may be amended by the parties to that agreement,
but either Empress Xxxxxxx or Empress Joliet is spun off such that the Horseshoe
is combined with only one; or (v) Horseshoe sells or transfers its interest in
the Acquisition agreement to an unrelated third party. The Additional Amount, if
any, shall be paid, with the final installment payment of the Purchase Price on
or before April 15, 2003, including interest at 12% from the Acquisition Closing
Date. If the Purchase Price has been paid in full at the time of the Acquisition
Closing Date, then the Additional Amounts shall be paid within 45 days of the
Acquisition Closing Date.
4. Fechser represents and warrants that he is the lawful record and
beneficial owner of the .220958% interest in Horseshoe, free and clear of any
liens, claims, encumbrances, marital property rights, security agreements,
equities, options, charges or restrictions of any kind.
5. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may be amended only by a writing signed
by each party hereto.
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6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legatees, personal representatives,
successors and assigns.
7. This Agreement shall be governed and interpreted in accordance with
the laws of the State of Nevada.
IN WITNESS WHEREOF, this Agreement was executed by the parties as of
the date and year first written above.
"HORSESHOE"
HORSESHOE GAMING, L.L.C.
By:
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Xxxx X. Xxxxxx, President
"FECHSER"
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Key Fechser
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