September 26, 1996
Emerald Gaming, Inc.
Bayport One, Suite 000
Xxxxx Xxxx Xxxxx
Xxxx Xxxxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
Re: Sale of the Harold's Club Casino
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Gentlemen:
Shamrock Holdings Group, Inc. ("Shamrock") is attempting to sell the
Xxxxxx's Club Casino (the "Club") in Reno, Nevada. In connection with such sale
(the "Sale"), the parties agree as follows:
1. Emerald Gaming, Inc. ("Emerald Gaming") hereby agrees that it will
cooperate with Xxxxxxxx in consummating the Sale. Except as set forth in
paragraph 2 below, all net proceeds from the Sale shall be paid to
Shamrock.
2. At the closing, Shamrock shall use a portion of the purchase price
to pay all of the following costs and expenses:
(a) all amounts outstanding under the ground leases relating to the
Club (the "Ground Leases") on the closing date, including without
limitation, all unpaid rent, late charges, interest, attorneys' fees and
real estate taxes payable thereunder;
(b) all of the costs and expenses incurred by Emerald Gaming and
American Gaming & Entertainment, Ltd. ("American Gaming") in connection
with the Sale, including without limitation, all attorneys fees relating to
the Sale, provided however that such costs and expenses shall in no event
exceed $15,000;
(c) all reasonable attorneys' fees incurred by Xxxxxxx Xxxxxx and
American Gaming in connection with certain litigation commenced by the
lessors under the Ground Leases against Emerald Gaming and American Gaming;
(d) all reasonable costs and expenses hereafter incurred by Emerald
Gaming and/or American Gaming in connection with the operation and
maintenance of the Club; and
(e) the accounts payable and other costs set forth on Schedule A
attached hereto.
3. Shamrock will use good faith efforts to obtain releases of Emerald
Gaming and American Gaming from various indemnification agreements and
guaranties in favor of Xxxxxxxxxx'x Xxxx, Inc.
4. Shamrock will use good faith efforts to obtain releases of Emerald
Gaming from continuing liability under the Ground Leases.
5. Shamrock acknowledges that certain Ground Leases require the
lessor's consent to any assignment of such Ground Leases. American Gaming and
Emerald Gaming will use good faith efforts to obtain such consents, provided,
however, that American Gaming and Emerald Gaming do not represent or warrant
that they will be able to obtain such consents. The parties acknowledge that the
Sale might not occur if one or more of the Ground Leases is terminated as a
result of the lessee's default thereunder.
Please acknowledge your agreement to the foregoing by signing in the
space indicated below.
Very Truly Yours,
SHAMROCK HOLDINGS GROUP, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx
Xxxxxx and Accepted to this 10th
day of October, 1996
EMERALD GAMING, INC.
By:/s/ X. Xxxxxxx Xxxxxxxxxx
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X. Xxxxxxx Xxxxxxxxxx
AMERICAN GAMING & ENTERTAINMENT, LTD.
By:/s/ X. Xxxxxxx Xxxxxxxxxx
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X. Xxxxxxx Xxxxxxxxxx
Harolds Club Expenses (paid by AGEL)
January 1, 1996 through September 17, 1996
SCHEDULE A
HC
Vendor Description Related Expenses
---------------------------------- --------------------- --------------
Nevada Xxxx XX phone bill $ 4,915.15
Carchman, Xxxxxx & Xxxxxxxx Legal services $ 5,170.00
Federal Express Postage $ 10.75
Desert Security Security service $ 42,238.73
State Industrial Insurance Systems Tax $ 30.00
Xxxxxx Xxxxxxx Insurance $ 157,500.00
Black & Gemgross Legal $ 7,000.50
Xxxxx & Xxxxx Legal $ 5,000.00
Sierra Power Utilities $ 108,414.93
Easy Footer Plumbing $ 337.50
Xxxxxx Business Wire Human Resource Exps. $ 288.90
Xxxxxx Mechanical Pump $ 68.50
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Total $ 331,962.96