EXHIBIT 10.73
SETTLEMENT AND PURCHSE AGREEMENT
This agreement is entered into between Louisiana Gaming Enterprises, Inc.,
a Louisiana Corporation, Boomtown, Inc., a Delaware Corporation ("Boomtown"),
and Xxxx Xxxxxxxx ("Xxxxxxxx"), a limited partner, as of this 18th day of
November 1996.
RECITALS
The parties have entered into an Amended and Restated Partnership Agreement
of Louisiana-I Gaming, a Louisiana partnership in commendam (the
"Partnership"), on September 16, 1993. The parties have also entered into an
Equity Conversion Agreement, a Subscription Agreement, and Power of Attorney as
of the same date. A Modification Agreement was executed as of August 10, 1993
to which Xxxx Xxxxxxxx is a successor in interest to Xxxxxxxx Group, Inc. and
Xxxxxxxx Machinery Corporation.
Disagreements have arisen between the parties with regard to the Amended
Partnership Agreement which disagreement has resulted in the filing of a First
Restated and Amended Partnership Agreement which disagreement has resulted in
the filing of a First Restated and Amended Demand for Arbitration with the
American Arbitration Association, Arbitration No. 79-180-00045-96.
The parties wish to resolve any and all disputes between each other with
regard to the Partnership, the Modification Agreement, and the Equity
Conversion Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. In return for the agreement to pay $5,673,000.00, Xxxxxxxx hereby
releases Boomtown, Inc., the Partnership, and Louisiana Gaming
Enterprises, Inc. from any and all claims, liabilities, causes of
action of any kind and nature arising from or relating to the Amended
and Restated Partnership Agreement, the Modification Agreement, and the
Equity Conversion Agreement, including any and all claims from any
third party that was a predecessor in interest to Xxxxxxxx, including
the "Approved Designees" as defined in the Modification Agreement.
This release is effective immediately. Further, Xxxxxxxx hereby sells
and assigns to Boomtown, his 7.5% Limited Partnership interest in the
Partnership free and clear of any liens, encumbrances, or claims,
payment to be upon the terms as set for below. This transfer is
subject to all necessary gaming approvals and consent, ("Regulatory
Approvals"), and shall take place at a closing to occur within ten (10)
days after such Regulatory Approvals. Subject to the Regulatory
Approvals, the time of transfer shall be considered effective November
18, 1996.
2. Boomtown shall make the following payments in consideration of the
release and the purchase of the Xxxxxxxx limited partnership interest:
a. $500,000.00 to be paid on or before December 5, 1996;
b. $5,173,000.00 to be paid not later than August 10, 1997.
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The amount set forth in subparagraph (b) shall be reduced by a discount
which is calculated on a daily basis based upon the prime rate of
interest as charged by the Bank of America, San Xxxxxxxxx xxxxxx, for
the time that the amount, or any portion thereof, is paid in full prior
to August 10, 1997.
3. Xxxxxxxx consents to the restructuring of current debt or assumption
of additional debt by the Partnership or Boomtown to the extent his
consent might be required and agrees to execute any necessary documents
reflecting that consent.
4. Boomtown, Louisiana Gaming Enterprises, Inc. and the Partnership agree
to release Xxxxxxxx from any and all claims, liabilities, or causes of
action arising out of any action of Xxxxxxxx related to the Partnership,
the Modification Agreement, Equity Conversion Agreement (excluding from
any release those matters relating to the Mississippi Agreement, defined
in the Modification Agreement). This release shall be effective
immediately.
5. Both parties represent and warrant that they have been represented by
lawyers, accountants, and experts of their choosing, and that while
there are disagreements existing with regard to the disputes regarding
the Partnership, the Modification Agreement, the Equity Conversion
Agreement, and the matters set forth in the arbitration, that this
Agreement is in settlement of those disputes. Further, neither part
has relied upon the other for any representations or warranties on this
matter and each consents to and waives any claims of a breach of
fiduciary duty arising from these negotiations.
6. Each party signatory hereto represents and warrants that they have full
and complete authority to execute and make the Agreement binding upon
their respective entities, predecessors, principals, and their
affiliates. Xxxxxxxx represents and warrants that the 7.5% limited
partnership interest in his entire interest in the Partnership, and
that he has not transferred, or agreed to transfer, any of that
interest to any person.
7. The parties agree to execute each additional documents as are necessary
to complete this transaction including, but not limited to, deeds of
conveyance, the filing of any and all necessary gaming applications,
and any required state partnership filings.
8. The parties agree that the costs associated with the arbitration in this
matter will be split equally between them. Additionally, each party to
this Agreement will bear their own attorneys' fees and costs.
9. The parties agree that upon execution of this Agreement, notification
will be sent to the American Arbitration Association that the pending
arbitration in this matter shall be canceled and that this matter is
being withdrawn from arbitration.
10. This Agreement may be executed by facsimile signature.
LOUISIANA GAMING ENTERPRISES, INC.
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BY: /s/ Xxxx X. Xxxxxxxx BY: /s/ Xxxxxx X. List
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Xxxx Xxxxxxxx, individually and as Xxxxxx X. List,
Limited Partner and on behalf of Senior Vice President
Xxxxxxxx Machinery Corporation
and the Xxxxxxxx Group, Inc.
BOOMTOWN, INC.
BY: /s/ Xxxxxxx Xxxxxxx, Esq. BY: /s/ Xxxxxx X. List,
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Attorney for Xxxx Xxxxxxxx Senior vice President/Corporate Counsel
BY: /s/ Xx Xxxxxx, C.P.A.
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For Xxxx Xxxxxxxx
