EXHIBIT 10.24
CONTRIBUTION AND ASSUMPTION AGREEMENT
This Contribution and Assumption Agreement (this "Agreement") is entered
into by and among HWCC-Louisiana, Inc. ("HCL"), a Louisiana corporation, HCS I,
Inc., a Louisiana corporation ("HCS I"), HCS II, Inc., a Louisiana corporation
("HCS II") and Shreveport Paddlewheels, L.L.C., a limited liability company
organized under the laws of the State of Louisiana ("Paddlewheels"), as of this
21st day of July, 1999.
WHEREAS, HCL has determined that it is in its best interest to
contribute its JV Interest, as such term is defined in the Second Amended and
Restated Joint Venture Agreement of Hollywood Casino Shreveport entered into as
of July 9, 1999, by and between HCL and Paddlewheels (the "JV Agreement"), in
Hollywood Casino Shreveport (the "Venture") to HCS I and HCS II in accordance
with Section 3.1 of the JV Agreement and subject to the terms and conditions
contained in this Agreement; and
WHEREAS, Paddlewheels desires to consent to the contribution of HCL's JV
Interest in the Venture and to the admission of HCS I and HCS II as partners of
the Venture, subject to the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows.
1. Contribution of Interest. HCL hereby contributes its JV Interests in
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the Venture ninety-nine percent (99%) to HCS I and one percent (1%) to HCS II.
HCS I and HCS II accept this interest subject to all of the obligations of HCL
to Paddlewheels and hereby grant to Paddlewheels all rights and privileges of
Paddlewheels against HCL.
2. Assumption of HCL Obligations to Paddlewheels. In connection with the
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contribution by HCL of ninety-nine percent (99%) of its JV Interests to HCS I
and one percent (1%) of its JV Interests to HCS II, HCS I and HCS II agree to,
and do hereby, assume the obligations of HCL under (i) Amended and Restated
Assignment of Joint Venture Interest entered into as of September 22, 1998,
among Sodak Louisiana, L.L.C. ("Sodak") and HCL (as assignees) and New Orleans
Paddlewheels, Inc. ("NOP") and Paddlewheels (as assignors); (ii) the Loan and
Settlement Agreement entered into as of January 16, 1998 among NOP,
Paddlewheels, HCL, Sodak and Hilton New Orleans Corporation; and (iii) the Side
Agreement entered into as of January 16, 1998 among Queen of New Orleans at the
Hilton Joint Venture, HCL and Sodak.
3. JV Agreement Consent. In connection with the contribution by HCL of
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its JV Interest to HCS I and HCS II as aforesaid, and pursuant to the terms of
Section 7.5 of the JV Agreement, each of HCS I and HCS II hereby consent to be
bound by the terms and conditions contained in Sections 6.1 and 10.2 of the JV
Agreement.
4. Paddlewheels Consent and Release. In accordance with the
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provisions contained in this Agreement, Paddlewheels hereby acknowledges and
consents to HCL's contribution of its JV Interest to HCS I and HCS II.
Paddlewheels further consents to the assumption by HCS I and HCS II of the
obligations that HCL had with respect to Paddlewheels as described in the
agreements listed in Section 2 of this Agreement. Paddlewheels further consents
to the admission of HCS I and HCS II as partners of the Venture succeeding to
HCL's JV Interest. Paddlewheels further agrees that following the execution of
this Agreement that HCL will be released from any further liability with respect
to its obligations described in the agreements listed in Section 2 of this
Agreement.
5. Consideration. Each of HCS I and HCS II does hereby issue to HCL
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1,000 shares of its common stock, $1.00 par value per share, in consideration
of payment of $1.00 per share and the other actions of HCL described hereunder.
6. Governing Law. This Agreement shall be governed by and continued
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in accordance with the laws of the State of Louisiana.
7. Counterparts. This Agreement may be executed by the parties in
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counterparts.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
HWCC-LOUISIANA, INC.
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
HCS I, INC.
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
HCS II, INC.
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
SHREVEPORT PADDLEWHEELS, L.L.C.
By: Signature Illegible
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Name:
Title:
