EXHIBIT 10.1
AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE
This Agreement made and entered into on this the 30th day of March, 1999, by
and among R. XXXXX XXXXXXX, Stockholders' Agent for Xxxxxx Xxxxx Xxxxxxx, Jr.,
Xxxxx X. Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx (formerly Xxxxxx Xxxxxxx Lively) and
June Xxxxxxx Xxxxxxx, the former Stockholders of Aponaug Development Company,
a Mississippi corporation, pursuant to the authority granted under that
certain Power of Attorney dated August 9, 1989 of record in Book at Page
of the land records of the office of the Chancery Clerk for the Second
Judicial District of Xxxxxxxx County, Mississippi (hereinafter known as
"Xxxxxxx"),
AND
PRESIDENT CASINOS, INC., a Delaware corporation (hereinafter known as
"President").
W I T N E S S E T H:
WHEREAS, the parties to this Agreement hereby agree as follows:
1. Purchase and Sale: Subject to the terms and conditions of this Agreement,
Xxxxxxx hereby agrees to sell and President hereby agrees to pay the
consideration for the purchase of all the real property owned by Xxxxxxx
situated on the island commonly known as Deer Island, said Island being
situated in the Second Judicial District of Xxxxxxxx County, Mississippi,
together with all appurtenances and improvements located thereon, (hereinafter
referred to as the "Property"), and more particularly described in Exhibit
"A"attached hereto, made a part hereof, and incorporated herein by reference.
A summary recital of the title to the Property is attached hereto as Exhibit
"B" and made a part hereof. Without limiting the conditions to Closing set
forth elsewhere in this Agreement, Xxxxxxx acknowledges and agrees that
Xxxxxxx shall cause to be conveyed the Property to the State of Mississippi
(the "State") contemporaneously with the consummation of the transactions
contemplated hereby and that President shall have no obligation to proceed
with Closing hereunder unless and until State agrees to close on the
conveyance of the Property to State. A fully executed copy of the Agreement
between the President and State is attached hereto to as Exhibit "C" and made
a part hereof.
2. Purchase Price: The Purchase Price for the Property shall be payable in
guaranteed funds at Closing as follows:
A. 15,000,000.00 if all conditions precedent are met on or before the
First Anniversary Date of this Agreement, and closing occurs as specified in
paragraph 3 of this Agreement.
B. $15,500.000.00 if all conditions precedent are met on or before the
Second Anniversary Date of this Agreement, and closing occurs as specified in
paragraph 4 of this Agreement.
C. $16,000,000.00 if all conditions precedent are met on or before the
Third Anniversary Date of this Agreement, and closing occurs as specified in
paragraph 5 of this Agreement.
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3. Initial Down Payments and Consideration: As additional consideration for
this Agreement, President shall pay to Xxxxxxx the amount of THREE THOUSAND
AND NO/100 DOLLARS ($3,000.00) (hereinafter "Down Payment") upon execution of
this Agreement, the receipt of which is hereby acknowledged by Xxxxxxx.
Additionally, within five (5) days from the date Xxxxxxx receives written
notice from President and/or State that it has accepted the Property in
accordance with paragraph 11, President shall make an additional down payment
to Xxxxxxx in the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00). Both Down Payments shall be applied and credited to the
Purchase Price due at the Closing, provided that the Closing occurs on or
before the date which is one year after the date first set forth above (the
"First Anniversary Date"). If the Closing does not occur on or before the
First Anniversary Date, and this Agreement is not extended in accordance with
paragraphs 4 and 5 herein, the Down Payments shall be forfeited to Xxxxxxx,
unless the Closing does not occur because of a termination of this Agreement
pursuant to paragraph 14 or an action taken by Xxxxxxx after President and/or
State has given its acceptance in accordance with paragraph 11.E, in which
event the Down Payments shall be returned by Xxxxxxx to President, and the
parties shall be released from any further liability to each other hereunder.
If this Agreement is extended in accordance with paragraphs 4 and 5 herein,
the Down Payments shall be applied to the Purchase Price due at Closing.
Notwithstanding the foregoing, the Down Payments shall not be forfeited and
shall be applied to the Purchase Price if all conditions precedent specified
in paragraph 6 have been complied with on or prior to the First Anniversary
Date and the Closing occurs within one hundred eighty (180) days thereafter.
4. First Extension: Upon expiration of the First Anniversary Date, President
shall then have until thirty (30) days after said First Anniversary Date to
make an additional payment to Xxxxxxx in the amount of ONE HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($150,000.00), which payment (the "First Extension
Payment") shall extend the Agreement for one additional year, until the date
which is two (2) years after the date first set forth above (the "Second
Anniversary Date"). If President does not make the First Extension Payment
within thirty (30) days after the First Anniversary Date of this Agreement,
then this Agreement shall terminate and Xxxxxxx shall keep the Down Payments
as its sole remedy, in which event the parties shall be released from any
further liability to each other hereunder. The Down Payments and the First
Extension Payment shall be applied and credited to the Purchase Price due at
the Closing, provided that the Closing occurs on or before the Second
Anniversary Date. If the Closing does not occur on or before the Second
Anniversary Date, and this Agreement is not extended in accordance with
paragraph 5 herein, the Down Payments and the First Extension Payment shall be
forfeited to Xxxxxxx, unless the Closing does not occur because of a
termination of this Agreement pursuant to paragraph 14 or an action taken by
Xxxxxxx after President and/or State has given its acceptance in accordance
with paragraph 11.E, in which event the Down Payments and the First Extension
Payment shall be returned by Xxxxxxx to President, and the parties shall be
released from any further liability to each other hereunder. If this
Agreement is extended in accordance with paragraph 5 herein, the Down Payments
and the First Extension Payment shall be applied to the Purchase Price due at
Closing. Notwithstanding the foregoing, the Down Payments and the First
Extension Payment shall not be forfeited and shall be applied to the Purchase
Price if all conditions precedent specified in paragraph 6 have been complied
with on or prior to the Second Anniversary Date and the Closing occurs within
one hundred eighty (180) days thereafter.
5. Second Extension: Upon expiration of the Second Anniversary Date,
President shall then have until thirty (30) days after the Second Anniversary
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Date to make an additional payment to Xxxxxxx in the amount of TWO HUNDRED
THOUSAND AND NO/100 DOLLARS ($200,000.00), which payment (the "Second
Extension Payment") shall extend the Agreement for one (1) additional year,
until the date which is three (3) years after the date first set forth above
(the "Third Anniversary Date"). If President does not make the Second
Extension Payment within thirty (30) days after the Second Anniversary Date,
then this Agreement shall terminate and Xxxxxxx shall keep the Down Payments
and the First Extension Payment as its sole remedy, in which event the parties
shall be released from any further liability to each other hereunder. The
Down Payments, the First Extension Payment, and the Second Extension Payment
shall be applied and credited to the Purchase Price due at the Closing,
provided that the Closing occurs on or before the Third Anniversary Date.
Notwithstanding the foregoing, the Down Payments, the First Extension Payment
and the Second Extension Payment shall not be forfeited and shall be applied
to the Purchase Price if all conditions precedent specified in paragraph 6
have been complied with on or prior to the Third Anniversary Date and the
Closing occurs within one hundred eighty (180) days thereafter. If the
conditions precedent specified in paragraph 6 have not been complied with by
the Third Anniversary Date, this Agreement shall terminate and shall result in
the forfeiture of all Down Payments, the First Extension Payment and the
Second Extension Payment.
6. Requirements for Closing: (i) Subject to paragraph 6(ii) and paragraph 7,
Closing shall occur within one hundred eighty (180) days after the following
listed permits, certifications, and licenses have been issued to President,
its affiliate or its assignee, for its Destination Xxxxxxxxxx Project located
in Biloxi, Mississippi Mississippi Permit Permit and Coastal Zone
consistency certification from the Department of Marine Resources;
A. Mississippi Permit Water Quality Certification from Department of
Environmental Quality, Office of Pollution Control;
B. Mississippi Department of Transportation Air Rights License for
clearance over and under Highway 90;
C. Mississippi Department of Transportation Right of Way Approval;
D. Building Permit from Biloxi Site Plan Review Board;
E. Master Plan Amendment Approval from Biloxi City Council;
F. Federal Permit Section 10 Rivers and Harbors Act (fill in navigable
waters);
G. Federal Permit Section 404 Clean Water Act;
H. Federal Permit Conditional Letter of Map Revision from the Federal
Emergency Management Agency; and
I. All other mandated federal, state and local authorizations,
documentations, permits, certifications and licenses required or necessary for
President Casino to receive funding for the Destination Xxxxxxxxxx Project.
(ii) Mississippi Secretary of State, Xxxx Xxxxx, issued a letter, dated April
6, 1998, to Xxxx X. Xxxxxxxxx, president of President, listing eleven (11)
conditions that must be satisfied prior to the granting of a Tidelands lease
for President's Destination Xxxxxxxxxx Project. A true copy of said letter is
attached hereto as Exhibit "D" and made a part of this Agreement the same as
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though fully copied herein. Also, attached as Exhibit "E" hereto is a true
copy of Mississippi Secretary of State, Xxxx Xxxxx'x letter, dated December 9,
1998, to Xxxxx Xxxx of the Mississippi Department of Marine Resources, which
more particularly defines the conditions set forth in the April 6, 1998
letter. Closing shall not occur until all conditions specified in both
letters have been met to the satisfaction of the Secretary of State and until
other regulatory agencies issue the necessary permits recited above.
7. Tidelands and Casino Lease: It is agreed by the parties that the Closing
provided for herein is further conditioned upon President or its assignee and
State executing a mutually acceptable Tidelands and Casino Lease for
President's Destination Xxxxxxxxxx Project.
8. Closing Costs: Xxxxxxx will pay for the costs of a title search, title
opinion, title insurance commitment, title insurance premium and all document
preparation fees. Xxxxxxx will also pay the funds necessary to satisfy all
mortgages, liens, encumbrances or special assessments levied against the
Property. The title opinion will be signed by an attorney on the approved
attorneys list of one or more major title insurance companies licensed to do
business in the State of Mississippi. Xxxxxxx shall pay all brokerage fees
due its brokers. President will pay all reasonable costs for any survey,
inspections and tests and all other due diligence investigations pursuant to
paragraph 11 hereof. President will further pay all of its fees and costs
arising out of any financing that it requires to complete this transaction.
9. Term: Should the Agreement terminate because President fails to satisfy
the conditions precedent specified in paragraph 6 of this Agreement within the
time allowed herein, Xxxxxxx shall retain the Down Payments and Extension
Payments made or due and any other moneys paid to Xxxxxxx by President as its
sole remedy, provided that Xxxxxxx is not in default under this Agreement. If
Xxxxxxx is in default under this Agreement and after twenty (20) days written
notice to Xxxxxxx such default is not cured, or if termination is made
pursuant to paragraph 14 of this Agreement for an action taken by or against
Xxxxxxx after President and/or State has given its acceptance in accordance
with paragraph 11.E, the Down Payments, the First Extension Payment, the
Second Extension Payment and all other moneys paid to Xxxxxxx shall be
promptly repaid to President, and Xxxxxxx shall release President from any
liability under this Agreement.
10. Risk of Loss and Insurance: At all times prior to Closing, the risk of
loss shall be borne by Xxxxxxx. Xxxxxxx shall maintain, in addition to any
insurance it currently maintains, comprehensive general liability insurance
covering the Property at all times prior to closing in an amount not less than
$1,000,000.00, which insurance policy shall name State and President as
additional insureds as their interests may appear.
11. Condition of Property and Due Diligence Inspections:
A. "As Is, Where Is": If all conditions of this Agreement are met and
the State agrees to accept the property, President agrees to pay the
consideration for the purchase of the Property in its "as is, where is"
condition as at the time of the time of the surveys, test, inspection,
investigations, audits and assessments provided for in paragraph 11.B and 11.C
below. Xxxxxxx makes no representations of any kind or nature as to the
physical condition of the Property.
B. Due Diligence Inspections: Xxxxxxx hereby grants to President and
State for a period of one hundred twenty (120) days commencing with the full
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execution of this Agreement and during any extension of said one hundred
twenty (120) day period, the right of complete access to the Property for
inspection thereof by agents and experts including, but not limited to,
engineers, inspectors, contractors, and architects, to inspect the Property
for any conditions as to matters concerning, but not limited to, survey,
topography, geology, mineral rights, environmental hazards, toxic substances
and all other conditions. Xxxxxxx shall not be responsible for the cost and
expense of such experts. President agrees with Xxxxxxx to require each of its
foregoing "inspectors" to maintain and provide evidence of general liability
insurance in an amount of $1,000,000, if possible, covering claims for injury,
damages or losses arising out of their entry onto and inspection of the
Property.
C. Due Diligence Environmental Assessments: Xxxxxxx agrees that experts
and inspectors selected under paragraph 11.B above may perform a Phase I
environmental assessment covering RCRA and CERCLA regulations as well as
Mississippi Department of Environmental Quality regulations, and all other
necessary environmental testing. If a Phase II assessment covering RCRA,
CERCLA, Mississippi Department of Environmental Quality Regulations, or other
hazardous regulations is also required by State, President and State shall
also have the right to perform such Phase II testing by experts and
inspectors. Such environmental assessments and audits shall be performed
within one hundred twenty (120) days after full execution of this Agreement.
The parties may by mutual agreement extend the time for such inspections for
an additional period.
X. Xxxxxxx shall provide to President for delivery to State a title
opinion signed by an attorney listed on the approved attorney's list of one or
more major title insurance companies licensed to do business in the State of
Mississippi and a commitment for title insurance within thirty (30) days of
full execution of this Agreement in accordance with the provisions of
paragraph 14 of this Agreement.
E. Within sixty (60) days after President furnishes written results and
reports of the surveys, test, inspections, investigations, audits and
assessments preformed pursuant to paragraphs 11.B and 11.C above, President
shall provide written notice to Xxxxxxx as to whether State will accept the
Property "as is, where is," or whether State rejects the Property. If State
rejects the Property, Xxxxxxx shall have sixty (60) days after receipt of
notice of rejection to cure to State's satisfaction (or commence to cure,
provided that Xxxxxxx thereafter proceeds to complete such cure with due
diligence) such conditions as are specified in State's rejection notice. If
Xxxxxxx fails to cure such conditions or to proceed with due diligence to
complete such cure, and State does not agree to accept the Property, this
Agreement shall immediately terminate and the parties shall have no further
liability to one another in regard to any matter covered by this Agreement.
12. Disclosure:
A. Historical Data Disclosure: Within ten (10) days after request in
writing by State or President, Xxxxxxx shall disclose to President and State
any information about the Property within the knowledge of Xxxxxxx, its
employees, agents and representatives. Xxxxxxx, its employees, agents and
representatives hereby represent that, to the best of their personal
knowledge, the Property does not contain and there has been no application,
use, treatment, production, generation, discharge, disposal or storage on,
from or onto the Property of any "hazardous waste" as that term is defined in
the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive
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Environmental Resources, Compensation and Liability Act ("CERCLA"), the
regulations issued pursuant thereto by the Environmental Protection Agency
("EPA") and/or superlien statute(s) or other environmental protection
statute(s), if any, of the State of Mississippi, or any toxic substance or any
activity which could have toxic results, and, to the best of Xxxxxxx', its
employees', agents' and representatives' knowledge, there is no proceeding or
inquiry threatened or pending by any governmental body with respect thereto.
B. Third Party Non-Disclosure: Any party hereto shall be permitted to
disclose the terms of this transaction, documentary evidence supporting
satisfaction of conditions noted in paragraph 6, the results of any
investigations, or inspections or any information pertaining to the Property
or this Agreement, without further notice to the State and/or to any party as
may be required by the Securities and Exchange Commission, in addition to such
disclosures that may be required by President's investment bankers, potential
investors, auditors and accountants. Otherwise, President and Xxxxxxx shall
not disclose to any third party the terms and conditions of this Agreement, or
the results of any investigations, inspections or data gathered therein,
except as may be required by law or by court order.
13. Liens: Xxxxxxx represents that there are no mortgages, liens,
encumbrances or special assessments filed against the Property except as
disclosed in writing attached hereto as Exhibit "F", and that all mortgages,
liens, encumbrances or special assessments, if any, shall be paid in full by
Xxxxxxx or otherwise caused to be released at or prior to Closing by Xxxxxxx.
Xxxxxxx further represents that neither he nor his employees, agents and
representatives know of any mortgages, liens, encumbrances or special
assessments proposed or threatened to be placed against the Property, except
as disclosed in writing attached hereto as Exhibit "G", which mortgages,
liens, encumbrances or special assessments shall also be paid in full or
otherwise caused to be completely released by Xxxxxxx at or prior to Closing.
14. Title:
A. At Closing, Xxxxxxx shall convey good and marketable title to State or
President's nominee free and clear of all mortgages, liens, encumbrances or
special assessments.
X. Xxxxxxx shall provide to President for delivery to State a title
opinion signed by an attorney listed on the approved attorney's list of one or
more title companies licensed to do business in the State of Mississippi and a
commitment for title insurance within thirty (30) days after the full
execution of this Agreement. Xxxxxxx shall further provide a supplemental
title opinion and a supplemental commitment for title insurance at Closing
covering the period from the date of the original title commitment and opinion
to the date of Closing. Said title commitment shall contain no exceptions to
the title to the Property except the following:
(i) ad valorem taxes for the year of Closing, which taxes shall be
paid in full by Xxxxxxx at Closing;
(ii) unpaid ad valorem taxes for any previous years, if any, which
Xxxxxxx shall pay in full at Closing;
(iii) reservations or conveyances of minerals by prior owners. It is
understood and agreed that any oil, gas or other minerals of
any kind and in any form, whether of like or unlike nature
owned by Grantor shall be conveyed to President or President's
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nominee;
(iv) deeds of trust or any other encumbrances, which shall be paid
in full or otherwise fully released at Closing;
(v) recorded rights-of-way for utilities, which do not materially
affect the title or surface rights to the Property;
(vi) easements of record which do not materially affect the title or
surface rights to the Property;
(vii) special assessments, if any, which Xxxxxxx shall pay in full at
Closing; and
(viii) Tidelands Title Exception Subject to the rights of the State
in and to all properties as may be owned by it under the Public
Trust Doctrine within the Property.
C. In the event that said title insurance commitment shows defects in
title other than those listed above which are not acceptable to State, in its
sole discretion, within thirty (30) days after receipt of such commitment,
President and/or State shall identify such defects by notice in writing to
Xxxxxxx. Xxxxxxx shall then have sixty (60) days after the receipt of such
notice to cure such defects. If Xxxxxxx fails or is unable to cure such
defects within such sixty (60) day period, the State may nevertheless elect to
take conveyance of title as it then exists, or, if the State does not agree to
take title, President may terminate this Agreement without any further
liability or obligation to Xxxxxxx under this Agreement.
15. Closing: Subject to the satisfaction of all of the terms and conditions
of this Agreement, Closing shall take place at a time, date and location
mutually agreeable to Xxxxxxx, President and State, subject to the time limits
otherwise set by this Agreement. At Closing, the fully executed deed
conveying title to the State, the fully executed tidelands and casino lease
and the purchase price of the property, as provided for in paragraph 2, shall
be delivered to an Escrow Agent selected by mutual agreement of State, Xxxxxxx
and President. Upon notification by State that it is satisfied with title to
all property, the Escrow Agent will deliver the Lease to President, the moneys
to Xxxxxxx and deeds to State. State will notify Escrow Agent of satisfaction
with title within five (5) working days after Closing. State shall have
possession of all parcels acquired for State upon delivery of deeds.
16. Form of Deed: The Property shall be conveyed by Warranty Deed to the
State. The Grantee shall be the Secretary of State and the Department of
Marine Resources for the State of Mississippi.
17. Breach of Contract: In the event of a breach of this Agreement by any
party, no party shall be liable to any other party for lost profits,
consequential damages, or punitive damages. Without limiting its remedies
under this Agreement or at law or otherwise, President shall have the remedy
of specific performance in the event of a breach of this Agreement by Xxxxxxx.
18. Possession: Possession of the Property shall be delivered, at Closing, to
the Escrow Agent who shall deliver same to the State in accordance with
paragraph 15 above.
19. Condemnation: Xxxxxxx hereby represents and warrants to President that no
notice of condemnation has been filed or threat of condemnation has been made
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by any governmental subdivision or any agency or delegatee thereof regarding
the Property. Xxxxxxx shall bear all risk of condemnation of the Property and
shall receive all rewards thereof pending the Closing of the transaction
contemplated herein. If President chooses not to close due to a condemnation
or a threat thereof, then this Agreement shall terminate and Xxxxxxx shall
keep the Down Payments and any Extension Payments as its sole remedy, in which
event President shall be released from any further liability to Xxxxxxx
hereunder.
20. Maintenance: Until the Closing is completed and possession is delivered
to the State, Xxxxxxx agrees to maintain the Property in its present
condition, subject to the consequences of erosion, avulsion, reliction or
Property inspection activities. In the event of catastrophic destruction of
the Property, President may terminate this Agreement by giving written notice
to Xxxxxxx, in which event the parties shall have no further liability to one
another under or by virtue of this Agreement.
21. Violation Notices: Xxxxxxx warrants that it has no notice, either actual
or implied, of any violations whatsoever relating to the Property from City,
County, State or Federal agencies or any other governmental agency, and that
if Xxxxxxx receives any such notice after the execution of this Agreement,
Xxxxxxx shall promptly deliver a copy of such notice to President and shall
use its best efforts to cure such violation. Xxxxxxx shall bear all risk of
any such violation pending the closing of the transaction contemplated herein.
If President chooses not to close due to any such violation, then this
Agreement shall terminate and Xxxxxxx shall refund the Down Payments, the
First Extension Payment and the Second Extension Payment to President.
22. Special Use of Property: The deed conveying title to the State shall
contain a covenant in substantially the following form: "The Property conveyed
by this deed shall become a part of the public trust. The Property shall be
used for the conservation and preservation of its natural features, in
recognition of the public benefits in protecting it as a coastal area in the
interest of present and future generations. The Property shall be used and
maintained forever as a State public natural area for the preservation,
protection, restoration and sustenance of its natural characteristics and
features, and of its ecological integrity and associated habitats. Grantee
acknowledges that the Property is being acquired for preservation and public
use purposes only. Grantee shall not directly or indirectly convey the
Property to any person or entity for use as a casino, hotel or other
commercial enterprise or non-public use. Grantee make no use of the Property
that is inconsistent with the restrictions and uses contemplated by this
covenant. The Property shall be managed and maintained in its natural state,
except for public outdoor recreational purposes consistent with the
preservation of the Property in its natural state, including, but not
necessarily limited to, the undertaking of scientific and educational
research, education and nature study, aesthetic enjoyment, ecological
management, boat landings, piers, foot bridges, foot trails, utilities and
concessions appropriate to effectuate the foregoing purposes without impairing
the essential natural character of the Property. These conditions shall run
with the land in perpetuity and the Grantor or any citizen of the State of
Mississippi shall have standing to enforce these conditions and covenants
using all remedies available at law or equity, including injunctive relief."
23. Time: Time is of the essence with respect to all aspects of this
Agreement.
24. Brokers: Each party shall be solely responsible for the payment of any
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fees or commissions to any brokers or agents with whom such party has
contracted, and each party agrees to hold the other harmless from and against
any claims by such brokers or agents for payment of any fees or commissions.
25. Cooperation: Each party agrees to fully cooperate with and assist each
other during the term of this Agreement in order to implement any provision of
this Agreement relating to the conveyance of the State.
26. Assignment: President shall have the right to assign this Agreement at
any time upon giving written notice to Xxxxxxx.
27. Entire Agreement and Interpretation: This document constitutes the final
and entire agreement between the parties hereto and incorporates all prior
agreements, representations, warranties and covenants between the parties and
cannot be changed except by writing, signed by all parties hereto. No party
shall be bound by any terms, conditions, oral statements, warranties or
representations not set forth herein. Each party acknowledges that it has
read and understands this Agreement. The provisions of this Agreement shall
apply to and bind the heirs, executors, administrators, successors and assigns
of the respective parties hereto. When used herein, the singular includes the
plural and the masculine includes the feminine, as the context may require.
The laws of the State of Mississippi shall control all interpretations of this
Agreement and the respective rights of the parties hereto.
28. Notices: All notices and other correspondence required or permitted to be
given hereunder shall be validly given, made or served if in writing and
delivered personally or sent by certified mail, return receipt requested, or
by overnight courier delivery (e.g. Federal Express). Notice shall be deemed
given when received or refused. Notice shall be addressed as follows:
If to Xxxxxxx: R. Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone No. (000) 000-0000
with copy to: Crane X. Xxxx
Shell, Buford, Bufkin, Xxxxxxxxx & Perry
000 Xxxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Telephone No. (000) 000-0000
If to President: Xxxx Xxxxxxxxx,
President and Chief Operating Officer
President Casinos, Inc.
000 X. Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Telephone No. (000) 000-0000
with copy to: Xxxxx Xxxxxxxx, Vice President
President Casinos, Inc.
0 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Telephone No. (000) 000-0000
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and copy to: Xxxxx Xxxxx, Esquire
Xxxxxxxx & Xxxxx, L.L.P.
0000 Xxxxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Telephone No. (000) 000-0000
29. Headings: The headings of the paragraphs of this Agreement are for the
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meaning of the parties hereto.
30. Counterpart Execution: This Agreement may be executed simultaneously in
any number of counterparts, each of which when executed and delivered shall be
deemed an original, but all of such counterparts shall constitute one and the
same instrument.
31. Enforceability: In the event that any provision of this Agreement is
determined by a court of competent jurisdiction to be illegal, invalid or
unenforceable under any laws or regulations, such provision shall be severed
from this Agreement and the remaining provisions of this Agreement shall be
unaffected thereby.
WITNESS OUR SIGNATURES, as of the date first set forth above.
/s/ R. Xxxxx Xxxxxxx
------------------------------------
R. XXXXX XXXXXXX, Stockholders Agent
Executed on March 30, 1999 at 3:30 p.m.
PRESIDENT CASINOS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx, President
Executed on March 30, 1999 at 3:31 p.m.
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