EXHIBIT 10.3
AGREEMENT
This Agreement (herein so called) is entered into as of this 2nd day of
September, 1998 by and among Greate Bay Hotel and Casino, Inc. ("GBHC"), GB
Holdings, Inc., ("GBH"), GB Property Funding Corp. ("GBPF") (collectively with
their Subsidiaries, the "Debtors"), on the one hand, and Greate Bay Casino Corp.
("GBCC"), PHC Acquisition Corp. ("PHC"), Xxxxxx Check Cashing, LLC. ("Xxxxxx"),
Xxxx X. Xxxxx, Xxxxxxx X. Xxxxx, and Xxxxxx X. Xxxxx, Xx. (collectively, the
"Xxxxxx" and together with GBCC, PHC, and Xxxxxx, the "Defendants"), and
Hollywood Casino Corporation ("HCC"), on the other.
R E C I T A L S
A. On January 5, 1998, the Debtors commenced proceedings under Chapter 11 of
Title 11 of the United States Code (the "Chapter 11 Proceedings") in the
United States Bankruptcy Court for the District of New Jersey, Camden
Vicinage (the "Court").
B. On July 27, 1998, GBHC filed a certain adversary proceeding against the
Defendants in the Court that was docketed at No. 98-1220 seeking to
recover, among other things, the rights under that certain contract of sale
between PHC and FGP Bala, Inc. ("FGP") dated as of January 1, 1998 for the
sale of Xxxx 0, 0, 0, 0, 0, 00, 00, & 42 on Block 30 and Lot 73 on Block 33
on the Tax Map of the City of Atlantic City and what is commonly known in
Atlantic City, New Jersey as the Midtown Bala (the "Midtown Bala Option"),
and the rights to Lot 14 on Block 30 of the Tax Map of the City of Atlantic
City that Xxxxxx acquired, subject to a purchase money mortgage, from
Andermatt Corp. by deed dated July 22, 1996 (the "Xxxxxx Parcel"), and to
restrain the Defendants from using the Net Operating Loss tax attributes
(the "NOL's") of the Debtors (the "Adversary Proceeding").
C. On or about August 19, 1998, the Defendants filed a Motion in the Adversary
Proceeding seeking to disqualify Xxxxxxx Del Xxx Xxxxxxxxxx & Xxxxxxxxx as
counsel to the Debtors in the Adversary Proceeding (the "Xxxxxxx DQ
Motion"), and on or about August 20, 1998 filed a Motion seeking a
Preliminary Injunction Against Xxxxxxxxx X. Xxxxx (the "FK Motion").
D. On August 24, 1998, GBCC filed a Response and Emergency Application in the
Adversary Proceeding (the "Consolidated Return Motion").
E. The Debtors, on one side, and the Defendants, on the other side, have
reached a settlement in the Adversary Proceeding which resolves all of the
issues raised in the Adversary Proceeding, including the Consolidated
Return Motion, and which results in the dismissal with prejudice of the
Xxxxxxx DQ Motion and the FK Motion.
NOW, THEREFORE, the Debtors, the Defendants, and where applicable, HCC, for
themselves and all entities owned or controlled by them, including direct or
indirect subsidiaries ("Subsidiaries") stipulate and agree as follows:
1. Forthwith upon the execution of this Agreement and approval of this
Agreement by the Court, the Debtors will provide GBCC with executed Internal
Revenue Service Form 1122's for the 1997 tax year with respect to the GBCC
Group, as hereafter defined, for each of the Debtors and the Subsidiaries of GBH
and the remaining tax issues are resolved in accordance with the terms as
follows:
a. HCC may file an amended consolidated federal corporate tax return
("Amended Return") for calendar year 1996. HCC may use any NOL's
attributable to the Debtors as of December 31, 1996 for any purpose in
the Amended Return. However, if any tax, interest or penalties are due
on the Amended Return, HCC, GBCC or any of GBCC's Subsidiaries other
than the Debtors will satisfy all such obligations from its or their
own funds.
b. GBCC will file a timely return by the September 15, 1998 extended
date for the filing of a return previously obtained by GBCC for a new
consolidated group for calendar year 1997 consisting of GBCC and all
of its Subsidiaries (the "GBCC Group"). GBCC may use any NOL's
attributable to the Debtors as of December 31, 1997 for any purpose in
the GBCC 1997 return. However, if any tax is due on the GBCC 1997
return, GBCC or any of its Subsidiaries other than the Debtors will
satisfy all such obligations from its or their own funds.
c. The GBCC Group will file a return for calendar year 1998 and in a
manner in accordance with prior practice. HCC represents and covenants
that it will take no action that will require any cancellation of debt
income or any gains on disposition of assets to be recognized by the
GBCC Group in 1998. GBCC represents and covenants that any
restructuring of the obligations of Xxxxx Casino Corporation ("PCC"),
PRT Funding Corp. ("PRT"), and/or New Jersey Management, Inc. ("NJMI")
(the "PRT Restructuring") will not result in any cancellation of debt
income or other taxable gains to the GBCC Group while the Debtors are
members of the GBCC Group; provided that nothing herein shall prevent
the cancellation of indebtedness in a bankruptcy proceeding. In the
event that GBHC seeks to take a deduction for tax purposes for post
petition interest expense as part of the 1998 return, GBHC will
deliver to GBCC an opinion addressed to GBCC from a law firm
reasonably satisfactory to GBCC or from a nationally recognized "Big
Five" certified public accounting firm that there is substantial
authority for such deduction. GBCC represents and covenants that NOL's
of the GBCC Group will be available to shelter any taxable income from
GBH and Subsidiaries in 1998 or from the deconsolidation of the GBH
Group as hereafter defined, and otherwise GBCC or its Subsidiaries
will pay any resulting tax liability. However, to the extent that
there is tax actually due as a result of GBHC not taking a deduction
for post petition interest expense and if the remaining NOL's of the
GBCC Group are insufficient to shelter the tax liability resulting
from nondeducted
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post petition interest expense, GBHC will be obligated to pay any such
tax liability. In addition, after allowing for the use of GBCC Group
NOL's to shelter any income of the Debtors, regardless of whether such
income results from nondeducted interest or otherwise, HCC may take
action that would result in cancellation of debt income or gain on the
disposition of assets to the GBCC Group, if GBCC and its Subsidiaries
other than the Debtors pay any tax due.
d. On or before December 31, 1998, GBCC will cause GBH and its
Subsidiaries to become deconsolidated from the GBCC Group by causing
PCC to transfer 21% of the stock ownership interest of PCC in GBH (the
"GBH Stock Interest") free and clear of liens and encumbrances to a
person other than any member of the GBCC Group such that PCC and its
affiliates would no longer be the owner of at least 80% of the vote
and value of the GBH stock as set forth in 26 USC (S)1504 or, with the
written consent of GBHC, by otherwise causing GBH and its Subsidiaries
to cease to be members of the GBCC Group so that GBH and its
Subsidiaries can form a new consolidated group with GBH as the common
parent (the GBH Group"). Unless GBCC notifies GBHC within seven (7)
days of the approval of this Agreement by the Court that GBCC will
otherwise cause the deconsolidation of GBH and its Subsidiaries or
notifies GBHC of the identity of a person to hold the GBH Stock
Interest, GBCC authorizes GBHC to file a petition with the New Jersey
Casino Control Commission, seeking approval to transfer the GBH Stock
Interest to a designee of the Debtors (or to the person designated by
GBCC if notice is provided within such seven (7) days) effective on or
before December 31, 1998 and will cooperate with GBHC, using GBCC's
good faith best efforts, to cause such approval to be obtained. GBHC
will use its good faith best efforts to obtain approval of such a
petition. In addition, GBCC will cause PCC to take no action that will
prevent the effectiveness of the consent of GBH to be the common
parent of the GBH Group. At the deconsolidation of GBH and its
Subsidiaries, the Debtors will receive their allocated share of any
unused NOL's available to the GBCC Group in accordance with
regulations and procedures of the IRS. GBCC Group shall not make an
election under Treas. Reg. 1.1502-20(g) with respect to such
deconsolidation. If because of the deconsolidation, any adjustment is
required by the Treasury Regulations promulgated under 26 U.S.C.
Section 1502, GBCC will fully disclose to the Debtors its analysis and
calculation of such adjustments on a timely basis but no later than
forty-five (45) days before the GBCC Group's 1998 federal income tax
return is due (taking into account any extension). The inclusion of
all such adjustments that relate to the GBH Group as a result of such
deconsolidation shall be subject to the written consent of the GBH
Group. Any dispute concerning such adjustments shall be resolved by
the Court.
e. HCC and GBCC represent and covenant with respect to any audits
for returns covering tax periods beginning prior to January 1, 1997,
and GBCC represents and covenants with respect to any audits covering
tax periods beginning subsequent to December 31, 1996 and until
formation of the GBH Group, that the Debtors will be protected from
exposure to liabilities resulting from activities of HCC and its
Subsidiaries or GBCC and its Subsidiaries, as the case may be, other
than the Debtors, and, to the extent there is money
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due the IRS as a result of audits with respect to such activities, HCC
and/or GBCC will be responsible for payment of such amounts. The
Debtors represent and covenant with respect to any audit adjustments
covering tax periods prior to the formation of the GBH Group that the
GBCC Group (other than the Debtors) and HCC will be protected from
exposure to liabilities resulting from activities of the Debtors and,
to the extent there is money due the IRS as a result of audits with
respect to such activities, the Debtors will be responsible for
payment of such amounts.
f. Except as provided in this Agreement, neither HCC nor GBCC will
enter into any agreements with the IRS or take a position in any IRS
audit or amend any returns that will adversely affect the tax
attributes of the Debtors or any tax issues affecting the Debtors
without the written consent of the Debtors nor will HCC and/or GBCC
engage in any negotiations with the IRS where either HCC or GBCC will
make concessions with respect to issues or tax attributes affecting
the Debtors in return for favorable treatment or the absence of any
action with respect to issues or tax attributes affecting HCC and/or
GBCC and their Subsidiaries other than the Debtors without the Debtors
written consent. HCC and GBCC will fully disclose to the Debtors all
audit issues, notices and correspondence with the IRS as they arise
that would affect the Debtors so the Debtors can enforce, at their
expense, the rights provided to them under the provisions of this
paragraph.
2. With respect to that certain promissory note by GBHC in favor of GBCC
dated February 7, 1997 in the amount of $8,000,000 together with accrued
interest (the "GBHC Demand Note"), and with respect to that certain claim in the
amount of $10,902,000 for the claimed double payment of taxes by GBHC against
GBCC arising from the payment of deferred taxes to Xxxxx Casino Properties,
Inc., PPI Corporation, or GBCC (the "Deferred Tax Claim"), GBHC releases GBCC
and its Subsidiaries, their officers, directors, employees, shareholders,
agents, and insurers from the Deferred Tax Claim in exchange for a release of
GBHC, which GBCC hereby grants to GBHC and its Subsidiaries, their officers,
directors, employees, shareholders, agents, and insurers, from the claims
arising from the GBHC Demand Note.
3. With respect to the claim of GBHC against PCPI Funding Corp. ("PCPI")
arising from an advance on or about September 27, 1990 in the amount of $6.6
million plus accrued interest (the "PCPI Advance"), GBHC covenants not to xxx
any members of the GBCC Group or any of their officers, directors, employees,
shareholders, agents, and insurers for, or take any other action with respect
to, any claim arising out of the PCPI Advance, except that GBHC preserves
whatever rights it may have to offset the amount of the PCPI Advance against the
holders of, and with respect to, the Subordinated Notes as hereafter defined.
4. PHC represents that it and FGP entered into that certain Extension of
Closing Date Agreement dated as of July 28, 1998, which extended the closing
date under the Midtown Bala Option until September 30, 1999 (the "Extension").
Under the Midtown Bala Option, PHC has made the required down payment of
$1,000,000 to be applied against the purchase price and the down payment of
$1,000,000 is being held in escrow in accordance with the terms of that certain
Escrow Agreement dated as of January 1, 1998 (the "Escrow") between PHC, FGP,
and the Title Company
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of Jersey (the "Title Company"). PHC also represents that it has paid the
$300,000 required under the Extension to FGP and that the only act required to
extend the Midtown Bala Option under the Extension to September 30, 1999 is the
payment of another $1,000,000 to be held under the Escrow and to be applied
against the purchase price under the Midtown Bala Option. PHC also represents
that its rights under the Midtown Bala Option remain freely assignable as
provided under the original provisions of the Midtown Bala Option. PHC agrees to
assign, and, by this Agreement, does hereby assign, effective immediately after
the transfer of the Membership interests in Xxxxxx to GBHC, as described in
paragraph 5 below, all of its right, title, and interest under the Midtown Bala
Option and the Extension and to the funds held by the Title Company under the
Escrow to Xxxxxx in return for the payment by GBHC of $1,300,000 upon approval
of this Agreement by the Court and for the Confirmation Payment as hereafter
defined. PHC also agrees to deliver to GBHC a separate confirmatory instrument
of assignment consistent with the provisions of this paragraph and in a form
reasonably satisfactory to GBHC.
5. Xxxxxx owns the Xxxxxx Parcel. The Xxxxxx Parcel shall be conveyed as
described below, subject to the purchase money mortgage in favor of Andermatt
Corp. (the "Mortgage"), for the sum of (a) $150,000, representing the payments
made to Andermatt Corp. on account of the purchase price (the "Downpayment")
plus (b) principal and interest payments on the Mortgage (the "P&I Payments"),
plus (C) out of pocket expenses incurred by Xxxxxx at or after closing for the
Xxxxxx Parcel (other than attorney's fees) (the "Expenses") less (d) all income
received in respect of the Xxxxxx Parcel on or after closing (the "Income") (the
"Downpayment", the "P&I Payments", and the "Expenses" less the "Income,
collectively, the "Purchase Price") upon the approval of this Agreement by the
Court, and upon payment of the Purchase Price. GBHC and Xxxxxx agree that the
Purchase Price equals the $251,000 advanced by GBCC under the Xxxxxx Note as
hereafter defined provided that GBHC shall be entitled to any cash on hand in
the checking account of Xxxxxx. GBHC will pay the Purchase Price to GBCC in
complete satisfaction of that certain promissory note by Xxxxxx in favor of GBCC
dated July 22, 1996 (the "Xxxxxx Note") and in return for the transfer of the
ownership of the Xxxxxx Parcel, and the rights to the lease for the Xxxxxx
Parcel to FGP (the "Xxxxxx Lease") upon the approval of this Agreement by the
Court. The transfer of the ownership of the Xxxxxx Parcel and the rights to the
Xxxxxx Lease shall be accomplished by transfer of the Membership Interests of
PHC Properties, Inc. ("PHCP") and PHC Holdings, Inc. ("PHCH") in Xxxxxx to GBHC
and, by this Agreement, the Membership Interests of PHCP and PHCH in Xxxxxx,
constituting all of the Membership Interests in Xxxxxx, are assigned to GBHC
upon approval of this Agreement by the Court and upon payment of the Purchase
Price. Except for the Mortgage, Xxxxxx represents and covenants that the
transfer of the Xxxxxx Parcel and the Xxxxxx Lease will be free and clear of the
claims of any persons other than customary restrictions and easements of record
and identified in the "marked-up" title commitment of the Title Company at the
closing on the Xxxxxx Parcel on July 22, 1996, and GBCC represents that Xxxxxx
has no debts or obligations to anyone other than the Xxxxxx Note that will be
satisfied as a result of the actions contemplated in this paragraph. GBCC also
agrees to deliver to GBHC a confirmatory instrument of assignment of the
Membership interests of PHCH and PHCP in Xxxxxx consistent with the provisions
of this paragraph and in a form reasonably satisfactory to GBHC.
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6. The Confirmation Payment is $500,000, is not subject to offset, and is
payable to a designee of GBCC as an allowed administrative claim under Sections
503 and 507 of the Bankruptcy Code upon the effective date of a Plan of
Reorganization of GBHC.
7. This Agreement resolves all of the issues raised in the Adversary
Proceeding and the Adversary Proceeding including the Consolidated Return
Motion, the Xxxxxxx DQ Motion and the FK Motion are dismissed with prejudice.
Except to the extent set forth herein, HCC on its behalf and on behalf of its
Subsidiaries and GBCC on its behalf and on behalf of its Subsidiaries exclusive
of the Debtors, on one side, and the Debtors on their own behalf and on behalf
of their Subsidiaries, on the other side, do hereby release each other and their
respective officers, directors, employees, shareholders, counsel, agents, and
insurers (collectively, the "Released Parties"). The Released Parties agree to
deliver to each other confirmatory mutual releases consistent with the
provisions of this paragraph and in a form reasonably satisfactory to each
other. Nothing in this paragraph shall be deemed to amend those certain
agreements dated June 28, 1998, which were approved by the Court on July 7, 1998
and by the Casino Control Commission on July 8, 1998, and those agreements
remain in effect in accordance with their terms. Nothing in this Agreement
shall release any claim against a party that is not a Released Party.
8. GBCC will cause the opposition to the pending Motion of GBHC to Reject
the Management Agreement, which is returnable September 28, 1998 (the "Rejection
Motion"), to be withdrawn and will do so in a form reasonably satisfactory to
GBHC for presentation to the Court contemporaneously at the hearing on the
approval of this Agreement for the entry of an Order granting the Rejection
Motion effective September 28, 1998. The withdrawal of the opposition to the
Rejection Motion is without prejudice to NJMI to assert a damages claim (the
"Rejection Claim") and without prejudice to the Debtors to assert any defenses
they have to that rejection damages claim and, except as provided in paragraph
8a below, including a fraudulent conveyance claim. Notwithstanding the
foregoing, and as provided in paragraph 8a below, the fraudulent conveyance
claim may not be asserted against any member of the GBCC Group (other than NJMI
and PRT) and HCC. Without limiting the standing of NJMI to assert the Rejection
Claim, the Rejection Claim may only be brought by or on behalf, and, in either
case, only for the benefit of, the bondholders of PRT (the "Bondholders") or the
designees of the Bondholders provided, however, that, if the Rejection Claim is
successful, whether by reason of settlement or trial, there shall be no direct
or indirect distribution to or for the benefit of the Released Parties except
that PCC or NJMI could use any proceeds to pay the operating expenses of PCC or
NJMI incurred on or before any such recovery. Neither HCC and its Subsidiaries
nor GBCC and its Subsidiaries other than NJMI or PRT will provide financial
support for the prosecution of the Rejection Claim.
8a. Except with respect to NJMI and PRT, the Debtors will not assert and
hereby release claims arising under Chapter 5 of the Bankruptcy Code ("Avoidance
Actions/Claims") against HCC, GBCC, and their affiliates, including but not
limited to, PCC. With respect to NJMI and PRT, the Debtors additionally will not
assert Avoidance Actions/Claims against either of them or the PRT Bondholders
unless a Rejection Claim is filed within 30 days after Court approval of this
Agreement (the "Rejection Claims Bar Date"). If a Rejection Claim is not timely
filed, it shall be deemed released and waived with prejudice, and, similarly,
any Avoidance Actions/Claims of the Debtors
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against NJMI and PRT and the PRT Bondholders will be deemed released and waived
with prejudice simultaneously with the expiration of the Rejection Claim at the
Rejection Claim Bar Date. If a Rejection Claim is timely filed by the Rejection
Claim Bar Date, then the Debtors may assert Avoidance Actions/Claims against PRT
or NJMI or against any holder of the Rejection Damage Claim or the Subordinated
Notes (except for PCC with respect to the PCC Sub Note other than the offset
described in the next sentence), but may not seek to levy, collect upon or
otherwise recover from any intercompany balance, debt, receivable, note, or
other obligation owing to PRT or NJMI from PCC or any other nonDebtor affiliate
of GBCC or HCC. Notwithstanding the release of the Avoidance Actions/Claims as
to PCC described in this paragraph, the Debtors may, in the event a Rejection
Claim is timely filed by the Rejection Bar Date, defensively assert Avoidance
Actions/Claims as an offset to the PCC Sub Note, but the Debtors may not assert
Avoidance Actions/Claims affirmatively against any other assets of PCC. Pursuant
to this Agreement, PCC and all other affiliates of GBCC and HCC, other than NJMI
and PRT, are buying their peace with the Debtors and are fully released from all
claims by the Debtors or their estates.
9. Except as provided in paragraphs 8 or 8a of this Agreement, nothing in
this Agreement shall operate to prejudice the rights, if any, of the holders of
that certain Subordinated Promissory Note of GBHC in favor of PRT dated February
17, 1994 in the amount of $10,000,000 (the "PRT Sub Note") and that certain
Subordinated Promissory Note of GBHC in favor of PCC dated January 14, 1997 in
the amount of $5,000,000 (the "PCC Sub Note" and together with the PRT Sub Note,
the "Subordinated Notes"). All defenses, if any, the Debtors have to the
Subordinated Notes are preserved. The rights, if any, in the Subordinated Notes
are preserved for the benefit of the Bondholders in the PRT Restructuring and,
in the event of recovery on the Subordinated Notes, whether by reason of
settlement or trial, there will be no distribution to or for the benefit of the
nonDebtor Released Parties, provided that the holders of the Subordinated
Notes have standing to assert any claim on the Subordinated Notes for the
benefit of the Bondholders.
10. GBHC and HCC have already commenced the process of splitting off the
employees of GBHC from the HCC Employee 401K Retirement Savings Plan (the "401K
Plan") and will jointly cause the employees to become part of a separate 401K
Plan by January 1, 1999. Until that changeover, HCC will continue to administer
the 401K Plan and GBHC will continue to pay its allocated share of external
costs of administration in accordance with present practice.
11. This agreement is without prejudice to the proofs of claims filed by
HCC or GBCC or their Subsidiaries in the GBHC Chapter 11 Proceedings for goods,
services or royalty fees provided in the ordinary course of business to GBHC.
The only claims held by HCC, or any of the Defendants or any of their
Subsidiaries against any of the Debtors or the Debtors Subsidiaries as of the
date immediately prior to giving effect to this Agreement are set forth on
Exhibit A (the "Claims"). Except as provided herein, the defenses, offsets, and
counterclaims, if any, of GBHC to any such proofs of claims are also preserved
provided, however, that the counterclaims with respect to NJMI and PRT are
described in paragraphs 8 and 8a above and otherwise are limited to intercompany
accounts arising from the provision of goods or services by or on behalf of the
Debtors in the ordinary course of business to HCC or GBCC or their Subsidiaries.
HCC, the Defendants, and their Subsidiaries shall (a) not amend or increase any
of the Claims, (b) consent to the expungement of
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any of the Claims which are released pursuant to this Agreement, and (C) not
acquire or assert any claims against any of the Debtors or their Subsidiaries
which are not set forth on Exhibit A. Nothing in this paragraph 11 varies or
modifies the provisions of paragraphs 2, 3, 6, 8, 8a, or 9 above with respect to
the claims or defenses described therein. With respect to post petition
intercompany accounts between GBH and its Subsidiaries and HCC or its
Subsidiaries or GBCC or its Subsidiaries other than the Debtors, nothing in this
Agreement releases any person from any obligation for goods, services or
royalties provided by or on behalf of any other person in the ordinary course of
business.
12. Neither HCC nor any of the Defendants will make any application to
terminate the exclusivity period of the Debtors or to oppose any future
extension of the exclusivity period. Neither HCC nor GBCC will seek, request,
apply for or support directly or indirectly the appointment of a trustee or
examiner for any of the Debtors. HCC and GBCC will cause their Subsidiaries to
comply with the provisions of this paragraph.
13. Pending the hearing on the settlement on the Adversary Proceeding
represented by this Agreement, the Debtors agree to adjourn the date for
responsive pleadings in the Adversary Proceedings by the Defendants and, in the
event this settlement of the Adversary Proceeding is not approved by the Court,
agree that such responsive pleadings may be filed within five days after the
date of a decision by the Court rejecting the settlement of the Adversary
Proceeding. The dates by which GBHC may respond to the Xxxxxxx DQ Motion, the
FK Motion, or any discovery served in this action is extended to the later of
the date otherwise required by the discovery rules or five days after the date
of a decision by the Court rejecting the settlement of the Adversary Proceeding.
14. The parties to this Agreement agree to cooperate with each other, and
to take all actions necessary, to confirm the transactions contemplated by this
Agreement.
15. Time is of the essence in the performance of this Agreement.
16. This Agreement may not be amended or modified in any respect except
with the written consent of the parties hereto, is binding upon the successors
and assigns of the parties and their successors in interest, and shall be
interpreted in accordance with New Jersey law without regard to the conflicts of
laws principles of New Jersey law.
17. This Agreement will be effective when executed by all of the parties
hereto and when approved by the Court. This Agreement may be executed in
counterparts by the parties and a
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK
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telecopied signature is as effective as an original.
ACCEPTED AND AGREED:
Greate Bay Casino Corporation
PHC Acquisition Corp.
BY: /s/ Xxxx X. Xxxx BY: /s/ Xxxxxxx X. Xxxxx
----------------------------- -----------------------------
Xxxxxx Check Cashing, LLC. Hollywood Casino Corporation
BY: /s/ Xxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxx III
----------------------------- -----------------------------
Xxxx X. Xxxxx, President of its
Members, PHC Properties, Inc. and
PHC Holdings, Inc.
Xxxx X. Xxxxx Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------- -----------------------------------
Xxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxx Xx.
-----------------------------
Greate Bay Hotel and Casino, Inc. GB Holdings, Inc.
BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Exec. VP Exec. VP
GB Property Funding Corp.
BY: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Exec. VP
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EXHIBIT "A" TO AGREEMENT
---
DATED SEPTEMBER 2, 1998
PROOFS OF CLAIM AND INTEREST FILED BY GBCC GROUP,
HCC AND AFFILIATES IN THE SANDS BANKRUPTCY
Claimant Amount/1/ Explanation
-------- ------ -----------
PCC $5,728,000.00 Based upon GBHC $5 Million Note, a.k.a. the "PCC
Sub Note"
PCC 1,279.58 On account of routine corporate expenses paid
prepetition on behalf of GB Holdings (claim is
against GB Holdings)/2/
PCC N/A Proof of interest (as opposed to a proof of
claim) to reflect PCC's 100% ownership interest
in GB Holdings, as evidenced by that certain
stock certificate dated October 27, 1993
reflecting PCC's ownership of 1000 shares of
common stock.
PRT 12,754,375.00 Based upon GBHC $10 Million Note, a.k.a. the "PRT
Sub Note"
GBCC 9,479,871.98 Based upon GBHC $8 Million Note, a.k.a. the "GBHC
Demand Note" (amount is net of certain
prepetition payables owed to GBHC)/3/
---------------------
/1/ Amounts include the respective claimants' computation of principal,
interest accrued as of the January 5, 1998 bankruptcy petition date with respect
to the Sands Group, charges and offsets, where applicable, all as set forth in
detail in the various proofs of claim.
/2/ All other proofs of claim listed herein, with the exception of this
one proof of claim filed by PCC against GB Holdings, are against GBHC. The proof
of interest described in the third line hereinabove is against GB Holdings.
/3/ This proof of claim is to be deemed withdrawn and/or released pursuant
to paragraph 2 of the Agreement.
1 of 2
NJMI 128,899.60 On account of unpaid, prepetition management fees
for the 12/1/97-1/4/98 time period (amount is
net of certain prepetition payables owed to
GBHC). NJMI will likely file an additional proof
of claim in respect of rejection damages, after
the September 28, 1998 rejection of the NJMI
Management Services Agreement, pursuant to
paragraph 7 of the Agreement.
ACSC 49,230.74 On account of various prepetition goods and
services provided (amount is net of certain
prepetition payables owed to GBHC)
PPI Corp. 22,467.09 On account of unpaid, prepetition royalty fees
for use of the "Sands" trademark for the 12/1/97
- 1/4/98 time period
HCC 3,360.30 On account of various prepetition services
provided (amount is net of certain prepetition
payables owed to GBHC)
HMI 19,253.35 On account of various prepetition services
provided (amount is net of certain prepetition
payables owed to GBHC)
2 of 2
