AGREEMENT
DATE: 12 December 1996
PARTIES: Touristiki Georgiki Exagogiki S.A. ("TGE")
9 Frangini Street
Thessaloniki
Greece
Parral Compania Naviera S.A. ("Parral")
c/o MN Trust
Rue Saint-Ldger 8, P.O. Box 24
1211 Geneva 4
Switzerland
Casino Magic (Europe) B.V. ("CME")
Emmaplein 5, 1075 AW Amsterdam
P.O. Box 75215, 1070 AE Amsterdam
The Netherlands
Casino Magic Hellas Management Services S.A. ("CMH")
711 Casino Magic Drive
Bay St. Louis, MS 39520
U.S.A.
Casino Magic Corp. ("CMC")
711 Casino Magic Drive
Bay St. Louis, MS 39520
U.S.A.
RECITALS
A. TGE, Parral, CME, CMC and Casino Magic Management Services Corp.
("CMMSC") entered into that certain joint venture agreement dated 14 June 1994
which was amended by agreement dated 29 April 1995 (such joint venture
agreement, as amended is referred to herein as the "Joint Venture Agreement").
B. Pursuant to the Joint Venture Agreement, Porto Carras
Casino S.A. ("PCC") was created to own and operate a gaming casino at the
Sithonia Hotel at Porto Carras (the "Casino") and to operate the Sithonia
Hotel. On 30 December 1994, the Republic of Greece granted PCC a gaming
license to operate a casino at Porto Carras (the "Gaming License").
C. Pursuant to the terms of the Joint Venture Agreement, PCC entered
into a lease for the Sithonia Hotel with TGE dated 3 August 1994, as amended
(the "Lease").
D. Pursuant to the terms af the Joint Venture Agreement, PCC entered
into a management agreement with CME dated 29 April 1995 (the "Management
Agreement").
E. Pursuant to the terms of the Joint Venture Agreement, PCC entered
into a license agreement with CMC (the "CMC License").
F. Pursuant to the terms O:E the Joint Venture Agreement, PCC entered
into a license agreement with TGE (the "TGE License").
G. On 29 April 1995 TGE, Parral, CME, CMMSC and CMC entered into an
agreement which contained a number of provisions including an agreement by CME
to advance certain funds to PCC (the "April 1995 Agreement").
H. Parral and CME entered into a management fee agreement dated as of
29 April 1995 pursuant to which CME was permitted to manage certain other
casinos in Greece and was obligated to make certain payments to Parral (the
"Management Fee Agreement").
I. In September 1996, CME advanced funds to PCC to cover an immediate
cash shortfall.
J. The Tax Authorities of Thessaloniki by decisions numbered 157/96
and 158/96 notified PCC of the assessment of a fine against PCC (the "Fine
11).
K. PCC is continuing to experience a severe cash shortage and cannot
survive without an immediate additional cash infusion. As of the date hereof,
the parties hereto and PCC have entered into an agreement with the Buyer
pursuant to which all of the outstanding shares of PCC will be sold to Buyer
(the "Sale Agreement").
L. The parties hereto have from time to time made claims that other
parties hereto have not fulfilled their respective obligations under the
Operative Aqreements and otherwise.
M. The purpose of this Agreement is to provide a settlement of all
past claims and disputes so that the transactions contemplated by the Sale
Agreement can be concluded.
AGREEMENT:
The parties hereto, each intending to be legally bound, agree that upon the
consilmmation of the transactions contemplated by the Sale Agreement, the
following agreements will become effective:
ARTICLE 1 - DEFINITIONS
In this Agreement, including the Recitals, the following expressions shall
have the meanings indicated below:
"April 1995 Agreement" shall have the meaning ascri-bed to it in Recital G
hereto.
"Buyer" shall mean Murbec Inc, a company incorporated, organized and ex4-sting
under the laws of Quebec, Canada, with a place of business at 1320 Graham
Blvd, Suite 335, town of Mount Royal, Quebec, Canada or another company
designated by Murbec Inc.
"Casino" shall have the meaning ascribed to it in Recital B hereto.
"CMC" shall mean casino magic Corp.
"CMC License" shall have the meaning ascribed to it in Rec'ital E hereto.
"CME" shall mean Casino Magic (Europe) B.V.
"CMHII shall mean Casino Magic Management Hellas, S.A.
"CMMSCII shall mean Casino Magic Management Services Corp.
"Fine" shall have the meaning ascribed to it in Recital J hereto.
"Gaming License,, shall have the meaning ascribed to it in Recital B hereto.
"Joint Venture Agreement" shall have the meaning ascribed to it in Recital A
hereto.
"Lease" shall have the meaning ascribed to it in Recital C hereto.
"Management Agreement" shall have the meaning ascribed to it in Recital D
hereto.
"Management Fee Agreement" shall have the meaning ascribed to it in Recital H
hereto.
"Operative Agreements" shall mean collectively the Joint Venture Agreement,
the Lease, the Management Agreement, the CMC License, the TGE License, the
April 1995 Agreement and the Management Fee Agreement.
"Parral" shall mean Parral Compania Naviera, S.A.
IIPCC" shall mean Porto Carras Casino S.A.
"Sale Agreement" shall have the meaning ascribed to it in Recital K hereto.
"TGE" shall mean Touristiki Georgiki Exagogiki, S.A.
'ITGE License" shall have the meaning ascribed to it in Recital F hereto.
ARTICLE 2 - MUTUAL RELEASES
2. 1 TGE and Parral, an behalf of themselves and on behalf of their
respective agents, representatives, officers, directors, shareholders,
successors and assigns hereby unconditionally and f orever release and
discharge each of CME, CMH and CMC, and each of their officers, directors,
employees, shareholders, subsidiaries, agents, attorneys, successors and
assigns (including without limitation all persons Twho have served as
directors of CME, CMH or CMC prior to the date hereof and all persons who may
so serve in the future), from any and all actions, causes of actions, claims,
suits and/or debts, whether known or unknown, asserted o-unasserted, and
howsoever arising (whether based in contract, tort, statute or otherwise),
which any of them now or in the future may have concerning, relating or
referring to any facts, circumstances, occurrences or events existing or
occurring at any time prior to and through the date the transactions
contemplated by tl7ie Sale Agreement are consummated, including without
limitation, any such actions, causes of actions, claims, suits and/or debts,
which arise out of or are related to the Operative Agreements.
2.2 TGE and Parral, on behalf of themselves and on behalf of @-heir
respective agents, representatives, officers, directors, shareholders,
successors and assigns hereby unconditionally and forever release and
discharge PC,@-, and its officers, directors, employees, shareholders, agents,
attorneys, successors and assigns (including without limitation all persons
who have served as directors of PCC prior to the date hereof and all persons
who may so serve in the future), from any and all actions, causes of actions,
claims, suits and/or debts, whether known or unknown, asserted or unassarted,
and howsoever arising (whether based in contract, tort, statute or otherdise),
which any of them now or in the future may have concerning, relating or
referring to any facts, circumstances, occurrences or events existing or
occurring at any time prior to and through the date the transactions
contemplated by time prior to and through the date the transactions
contemplated by the Sale Agreement are consummated, including without
limitation, (any such actions, causes of actions, claims, suits and/or debts,
which arise out of or are related to the Operative Agreements.
Notwithstanding the foregoing sentence, TGE does not release its claim for
rent which is due and payable as of the date hereof or ng in the future. TGE
does, however, pursuant to this Clause elease any claim of default by PCC
under the Lease through te the transactions contemplated by the Sale Agreement
are consummated.
2.3 CMH, CME and CMC, on behalf of themselves and on behalf of their
resioective agents, representatives, officers, directors, shareholders,
successors and assigns hereby unconditionally and forever release and
discharge TGE and Parral, and their respective officers, directors, employees,
shareholders, agents, attorneys, successors and assigns (including without
limitation all persons who have served as directors of TGE or Parral prior to
the date hereof and all persons who may so serve in the future), from any and
all actions, causes of actions, claims, suits and/or debts, whether known or
unknown, asserted or unasserted, and howsoever arising (whether based in
cant--act, tort, statute or otherwise), which any of them now or in the future
may have concerning, relating or referring to any facts, circumstances,
occurrences or events existing or occurring at any time prior to and through
the date the transactions contemplated by the Sale Agreement are consummated,
including without limitation, any such actions, causes of actions, claims,
suits and/or debts, which arise out of or are related to the Operative
Agreements.
ARTICLE 3 - OPERAT = AGREEMENTS
3.1 Joint Venture Agreement. The Joint Venture Agreement will
terminate, and no party thereto shall have any liabilities or obligations
pursuant thereto from and after such termination.
3.2 Management Agreement. CMH shall agree to an immediate termination of
the Management Agreement.
3.3 April 1995 Acireement. The April 1995 Agreement will terminate, and no
party thereto shall have any liabilities or obligations pursuant thereto from
and after such termination.
3.4 Management Fee Agreement. The Management Fee Agreement will
terminate, and no party thereto shall have any liabilities or obligations
pursuant thereto from and after such termination.
3.5 Lease. The Lease shall remain in effect notwithstanding the
consummation of the transactions contemplated by the Sale Agreement.
3.6 CMC License. The CMC License will be amended as provided in the Sale
Agreement.
3.7 TGE License. The TGE License shall remain in effect notwithstanding
the consummation of the transactions contemplated by the Sale Agreement.
ARTICLE 4 - MISCELLANEOUS
4. 1 Governincr Laws. This Agreement shall be governed by and
construed in accordance with the laws of England.
4.2 Counterparts and Execution. This Agreement may be executed in any
number of counterparts and with facsimi signatures. Any single
counterpart or set of counterparts signed, in either case by the parties
hereto either as originals or as facsimile copies, shall constitute a full and
original agreement for all purposes.
4.3 Notices. In any case where any notice Or Other COMMunications is
required or permitted to be given hereunder, such notice or co=unication shall
be in Twriting and (a) personally delivered by means of courier or other
available f orm, (b) sent by postage prepaid registered airmail, or (c)
transmitted by telex or (d) transmitted by telefax, as follows:
(a) If to TGE:
Touristiki Georgiki Exagogiki S.A.
Porto Carras, Neos Marmaras, Sithonia
63081 Halkidiki
Greece
Telecopier No.: (375) 71229
With copy to:
Touristiki Georgiki Exagogiki S.A.
28 Akadimias Street
106 71 Athens
Greece
Telecopier No.: (1)3644103
(b) If to Parral:
Parral Compania Naviera S.A
c/o MN Trust
Rue Saint-Ldger 8, P.O. Box 24
1211 Geneva 4
Switzerland
Telecopier No.: (22) 313 31 20
With copy to:
Mr. E.K. Stavrianakis
Attorney at Law
Albany House
324/326 Regent Street
London, WlR SAA
Telecopier No. (071) 436 3618
(c) If to CME:
Casino Magic (Europe) B.V.
Attn: Chief Executive Officer
711 Casino Magic Drive
Bay St. Louis, MS 39520
Telecopier No.: (601) 467-7998
(d) If to CMH:
Casino Magic Hellas Management Services,
S.A.
Attn: Chief Executive Officer
711 Casino magic Drive
Bay Saint Louis, Mississippi 39520
Telecopier No.: (601) 467-7998
(e) If to CMC:
Casino Maqic Corp.
Attn: Chief Executive Officer
711 Casino Magic Drive
Bay Saint Louis, Mississippi 39520
Telecopier No.: (601) 467-7998
(f) If to CME, CMH or CMC a copy to:
General Counsel
Casino Magic Crop.
711 Casino maqic Drive
Bay Saint Louis, Mississippi 39520
Telecopier No.: (601) 467-7998
All such notices or other communications shall be deemed to have been given or
received (i) upon reciaipt if personally delivered, (ii) on the fifth day
following posting if by mail, (iii) when sent with confirmed answerback if by
telex, and (iv) when sent with transmission confirmation evidence if by
telefax.
4.4 Arbitration. Any disputes arising out of this Agreement, including
any questions regarding its existence, validity or termination shall be
referred to and finally resolved by arbitration in London under the Rules of
the London Court of International Arbitration, which Rules are deemed to be
incorporated by reference into this Clause. Such arbitration shall be
conducted in accordance with the provisions of the Arbitration Act 1979.
4.5 Bindinct Effect; Assicrnment. Except as otherwise expressly
provided, this Agreement shall inure to the benefit and be binding upon each
party hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above.
TOURISTIKI GEORGIKI EXAGOGIKI S.A.
By:
Title: Chairman of the Board of Directors
PARRAL COMPANI NAVIERA S.A.
By:
Title:
CASINO MAGIC
HELLAS MANAGEMENT SERVICES S.A.
By:
Title:
CASINO MAGIC (EUROPE) B.V.
By:
Title:
CASINO MAGIC CORP.
By:
Title: