6
BUY - SELL AGREEMENT
CASINO MAGIC OF LOUISIANA, CORP. ("Seller") whose office address is 300
Riverside Drive, Bossier City, Louisiana 71111 and Hollywood Park, Inc.
("Buyer") whose mailing address is Box 369, Inglewood, CA 90306-0369, have
and do hereby agree as follows:
Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller,
the Vessel, Crescent City Queen, a description of which is attached hereto as
Schedule "A" ("Vessel"), on the sooner of 5:00 p.m. Central Standard Time,
October 10, 1997 or within forty eight (48) hours of Seller's notification to
Buyer that each of the Conditions Precedent to Closing (as hereinafter set
forth) have been satisfied (the "Closing'). Title to the Vessel shall not
pass to Buyer until payment of the Purchase Price (as hereinafter defined) is
received by Seller at Closing.
PURCHASE PRICE
The purchase price for the Vessel shall be ELEVEN MILLION SEVEN HUNDRED
AND 00/100 ($11,700,000) DOLLARS ("Purchase Price") and shall include all her
machinery, engines, equipment, appurtenances, stores and spare parts and does
not include any gaming related equipment. Upon execution of this Agreement,
Buyer will pay to Seller ONE MILLION AND 00/100 ($1,000,000) DOLLARS (the
"Deposit"). At the time of Closing, all of the Deposit will be credited
against the Purchase Price. If Closing does not occur as specified above,
Seller may terminate this Agreement and shall retain the Deposit as liquidated
damages so long as each condition precedent to Closing has been satisfied.
CONDITIONS PRECEDENT TO CLOSING
1. Seller shall deliver the Vessel to Buyer in its current condition,
ordinary wear and tear excepted.
2. Seller shall deliver to Buyer good title to the Vessel which is free
from all encumbrances, leases, maritime liens and/or debts of any kind
whatsoever, including but not limited to any preferred ship mortgage.
3. Seller shall deliver to Buyer a valid bill of sale with warranty of
title to transfer ownership of the Vessel to Buyer.
4. Seller shall provide Buyer with a corporate officer's certificate
authorizing Seller to enter into and consummate the sale of the Vessel to
Buyer.
5. Receipt by Seller of any approvals necessary to transfer the Vessel
from Seller to Buyer, including but not limited to the Louisiana Gaming
Control Board.
DELIVERY
Seller agrees to deliver possession of the Vessel to Buyer at Closing in
New Orleans, Louisiana. At or before the time of Delivery, Seller shall
provide to Buyer the Vessel's plans, as builts, schematics, wiring
specifications, low voltage wiring diagrams, certified evacuation and safety
plan, certified periodic test procedures and all other plans and blueprints
related to the Vessel that were provided to Seller at the time Seller acquired
the Vessel. Seller makes no representation or warranty as to the accuracy of
such documents or drawings.
Seller shall deliver the Vessel to Buyer at Closing "as is and where is".
Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever,
whether expressed or implied, including without limitation, any implied
warranty of merchantability, quality, condition, fitness for any particular
purpose, seaworthiness, or against any redhibitory vices, or any other vices
or defects, hidden, latent or otherwise, all such warranties being expressly
WAIVED by Buyer.
At the time of Delivery, all risk of loss to the Vessel shall pass to
Buyer.
Seller will use all reasonable good faith efforts to assist Buyer in
obtaining any necessary certificates for the Vessel, including but not
limited to a Certificate of Inspection; however, this is not a condition for
Closing and all costs and expenses associated with obtaining any such
certificates shall be the responsibility of Buyer. Furthermore, Seller shall
not be required to provide at Delivery a Certificate of Documentation, FCC
License, Society Tonnage, Interim Class, Hull Classification and Machinery
Classification Certificate (if applicable) and/or their regulatory equivalent
(if applicable) at the time of Delivery; however, Seller shall provide such
certificates and documents, if any, that are in Seller's possession within a
reasonable time after Delivery, provided, however, the Seller's failure to
deliver said Certificates and Documents shall not constitute a breach of this
Agreement by Seller, nor shall such failure constitute grounds for Buyer not
to close this transaction.
MAINTENANCE AND OPERATION
During the period of time following receipt of the Deposit by Seller
until Closing (the "Period"), the Vessel shall be in the full possession and,
other than sale to a third party, at the absolute disposal of Seller for all
purposes and under its complete control in every respect. Seller shall,
during said Period, take all reasonable steps to maintain the Vessel, her
machinery, engines, equipment, appurtenances and spare parts in their current
condition, ordinary wear and tear excepted.
INSPECTION
During the Period, Buyer or its designee shall have the right at any
reasonable time to inspect or survey the Vessel to satisfy itself that the
Vessel is being properly maintained. Any and all costs or expenses associated
with such inspection shall be the responsibility of and be paid by Buyer and
Buyer agrees to indemnify, defend and hold harmless Seller any affiliate of
Seller against any injuries, cost, or expenses arising from such inspection or
survey.
TERMINATION
This Agreement will terminate:
1. In the event the Vessel is an actual or constructive total loss during
the Period;
2. In the event Buyer fails to pay the Deposit;
3. In the event Harrah's Indiana Casino Corporation ("Harrah's") exercises
its right to purchase the Vessel pursuant to Paragraph 21 of the Vessel
Purchase Agreement dated August 15, 1997 by and between Casino Magic of
Louisiana, Corp. and Crawford County Casino Corp. ("Crawford County
Agreement").
If this Agreement terminates pursuant to items No. 1 or 3 above, the
Deposit will be promptly refunded to Buyer.
TAXES
It is understood and agreed by Seller and Buyer that the sale of Vessel
by Seller constitutes an isolated and occasional sale by Seller, and that no
sale, use, transfer or other tax(es) should be payable in connection
therewith: however, if any such tax(es) is payable, Buyer shall pay such
tax(es) and shall indemnify and hold harmless Seller for any such tax(es).
Seller shall be responsible for any ad valorem property taxes applicable to
the Vessel prior to Delivery of the Vessel to Buyer, and Buyer will be
responsible for all ad valorem property taxes applicable to the Vessel after
Delivery.
NOTICES
Unless otherwise provided in this Agreement, all payments, notices and
communications with respect to this Agreement shall be made to Seller at 711
Casino Magic Drive, Bay St. Louis, Mississippi 39520 and to Buyer at Box 369,
Inglewood, CA 90306-0369.
CONSIDERATION
Except as set forth in this Agreement, no consideration has been paid to
Seller by Buyer prior to the date hereof and no consideration will be paid to
Seller by Buyer until Closing.
GOVERNING LAW
This Agreement shall be governed by the laws of the United States of
America and the State of Mississippi and each party to this Agreement agrees
and acknowledges that they are subject to the jurisdiction of the courts in
Mississippi for the purpose in resolving any dispute arising under this
Agreement.
SPECIFIC PERFORMANCE
If either Seller or Buyer should default on any of its respective
obligations under this Agreement, the non-defaulting party, in addition to and
not in derogation of any other of its rights (including Seller's right to
certain liquidated damages under the Purchase Price provision), may sue for
specific performance of this Agreement. Furthermore, if any legal action or
other proceeding is brought for the enforcement of this Agreement or any
provision hereof, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees
and other reasonable costs incurred in such action or proceeding, in addition
to any other relief to which such party shall be entitled.
PRIOR AGREEMENTS
This Agreement supersedes all prior agreements and constitutes the entire
agreement between the parties concerning the subject matter hereof.
AMENDMENTS
During the Period, this Agreement may not by amended or modified except
by a written instrument executed by Seller and Buyer.
SEVERABILITY
The provisions of the Agreement are separate and severable. If any
provision, item or application of this Agreement shall be deemed invalid in
whole or in part, such invalidity shall not affect the other provisions,
items, or applications of this Agreement which can be given effect without the
invalid provision, item or application.
LICENSEE
Under no circumstance shall any term or condition of this Agreement be
construed to give Buyer any ownership, interest and/or control, either actual
or constructive, in the Seller, or any of its subsidiaries or its parent
corporation.
TIME OF THE ESSENCE
Time is expressly declared to be of the essence in this Agreement.
Except as provided below, if Closing does not occur as specified herein, this
will constitute an event of default and the non-defaulting party may elect to
terminate this Agreement if it so desires and/or pursue any contractual or
legal remedies it may have.
Closing shall be extended if the Louisiana Gaming Control Board or any other
third party whose approval is necessary for Closing has not rendered a
decision by October 10, 1997 on any approvals relative to this Agreement. In
such an event, Closing will occur within forty eight (48) hours following
receipt of any such approval so long as any such approval is given by December
31, 1997. If such approval has not been given by December 31, 1997, either
party may give notice to terminate the Agreement to the other and Buyer's
deposit shall be returned to Buyer.
CITIZENSHIP
Buyer warrants to Seller that it is now, and will remain until Closing, a
citizen of the United States of America as defined in 46 U.S.C. 802.
LOUISIANA GAMING CONTROL BOARD
The effectiveness of this Agreement may be subject to the approval by the
Louisiana Gaming Control Board.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on this 10th day of
September, 1997.
WITNESSES: CASINO MAGIC OF LOUISIANA, CORP.
/s/ Stephanie R. Murray (Seller)
/s/ Donna Negrotto BY: /s/ Robert A. Callaway
TITLE: Secretary
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on this 10th day of
September, 1997.
WITNESSES: HOLLYWOOD PARK, INC.
/s/ Anita N. Doran (Buyer)
/s/ Alvin G. Segel
BY: G. Michael Finnigan
TITLE: CFO
EXHIBIT A
OFFICIAL NUMBER GROSS HAILING
NAME TONNAGE PORT
Crescent City Queen 1028319 10507 New Orleans, Louisiana