Exhibit 2.3
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT is dated as of June __, 1998, between Empress
Entertainment, Inc., a Delaware corporation ("Purchaser"), and Empress Casino
Joliet Corporation, an Illinois corporation ("Seller").
WHEREAS, Seller is the owner of Sixty (60) shares (the "Securities") of the
common stock of Empress River Casino Finance Corporation (the "Company");
WHEREAS, the Seller purchased the Securities for a $1.00 per share and the
financial statements of the Company reflect the fair market value of the
Securities to be $1.00 per share, and in the judgment of the Board of Directors
of the Company the fair market value of the Securities remains equal to the
original capital contribution of $1.00 per share;
WHEREAS, Purchaser wishes to purchase and Seller wishes to sell the
Securities on the terms and conditions set forth below.
In consideration of the following mutual covenants and conditions and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Sale of Securities to the Purchaser. On the terms and subject to the
conditions of this Agreement, Seller hereby sells, and Purchaser hereby
purchases, the Securities. The purchase price for the Securities is $60.00
("Purchase Price").
2. Closing Deliveries. Concurrently herewith, Purchaser shall deliver to
Seller the Purchase Price by cash or check and Seller shall deliver stock
certificate(s) representing the Securities, together with stock powers duly
endorsed for transfer to Purchaser.
3. Representations and Warranties of Seller. Seller represents and warrants
to Purchaser as follows:
a. Organization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois.
b. Authorization: Enforceability. Seller has full power and authority to
enter into this Agreement and to consummate the transactions
contemplated hereby. All necessary actions required to authorize
Seller's execution and delivery of this Agreement have been duly
taken, made or obtained. This Agreement constitutes
the valid and legally binding obligation of Seller, enforceable
against Seller in accordance with its terms.
c. No Breach. The execution and delivery of this Agreement by Seller,
and the sale and delivery of the Securities to Purchaser pursuant
hereto, do not and will not violate the Seller's articles of
incorporation or by-laws, and do not and will not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii)
constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon the Securities pursuant
to, (iv) result in the violation of, or (v) require any authorization,
consent approval, exemption or other action by or notice to any court
or administrative or governmental body pursuant to, any law, statute,
rule or regulation to which Seller is subject (other than the federal
and state securities law, as to which no representation or warranty is
made by Seller), or any order, judgment or decree to which Seller or
any of its assets are subject.
d. Ownership of Securities. Seller is the record and beneficial owner of
the Securities and has good and valid title thereto, free and clear of
any liens, claims, charges or encumbrances. Upon the purchase of the
Securities by Purchaser at the Closing, Purchaser will acquire good
title thereto, free and clear of any lien, claim, charge or
encumbrance whatsoever.
4. Representations and Warranties of the Purchaser. Purchaser represents and
warrants to Seller that:
a. Organization of Buyer. Purchaser is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Delaware.
b. Authorization: Enforceability. Purchaser has full power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. All necessary actions and proceedings required to
authorize Purchaser's execution, delivery and performance of this
Agreement have been duly taken, made or obtained. This Agreement
constitutes the valid and legally binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.
c. No Breach. The execution and delivery of this Agreement by Purchaser,
and the acquisition of the Securities by Purchaser pursuant hereto, do
not and will not violate the Purchaser's certificate of incorporation
or by-laws, and do not and will not (i) conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security
interest, charge or encumbrance upon the assets of Purchaser pursuant
to, (iv) result in the violation of, or (v) require any authorization,
consent, approval,
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exemption or other action by notice to any court or administrative or
governmental body pursuant to, any law, statute, rule or regulation to
which Purchaser is subject, any agreement or other instrument to which
Purchaser is a party or by which Purchaser is bound, or any order,
judgment or decree to which Purchaser or any of his assets are
subject.
d. Investment Intent. The Securities acquired by Purchaser hereunder are
being acquired for its own account and are not acquired with a view
to, or in connection with, any distribution thereof in violation of
any securities laws. The Securities will not be resold by Purchaser
unless they are subsequently registered under the Securities Act of
1933, or an exemption from such registration is available.
6. Further Assurances. Each party shall, at any time after the date hereof,
execute and deliver to the other party such additional documents and
instruments, and take such other actions, as such other party may
reasonably request in order to completely effectuate this Agreement.
7. Remedies. Any person having rights under any provision of this Agreement
will be entitled to enforce such rights specifically, to recover damages
caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
8. Amendments and Waivers. No modifications, amendment or waiver of any
provision of this Agreement will be effective against any party to this
Agreement unless such modification, amendment or waiver is approved in
writing by such party. The failure of any party to enforce any of the
provisions of this Agreement will in no way be construed as a waiver of
such provision and will not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its
terms.
10. Successors and Assigns. All covenants and agreements in this Agreement by
or on behalf of any of the parties hereto will bind and inure to the
benefit of the respective successors and assigns of the parties hereto
whether so expressed or not; provided that Seller may not assign or
delegate its rights or obligations under this Agreement without the prior
written consent of Purchaser.
11. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
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12. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together will constitute one and
the same agreement.
15. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will be governed
by the internal law, and not the law of conflicts, of the State of
Illinois.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SELLER:
EMPRESS CASINO JOLIET CORPORATION
By:
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Peter A. Ferro, Jr., Chief Executive Officer
PURCHASER:
EMPRESS ENTERTAINMENT, INC.
By:
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Peter A. Ferro, Jr., Chief Executive Officer
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