Exhibit 10.1
EXECUTION VERSION
ASSET PURCHASE AGREEMENT
DATED AS OF MARCH 9, 2011
BY AND BETWEEN
STATION GVR ACQUISITION, LLC,
AS PURCHASER,
AND
GREEN VALLEY RANCH GAMING, LLC,
AS THE COMPANY
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
1.1
CERTAIN DEFINITIONS
2
1.2
OTHER DEFINITIONAL AND INTERPRETIVE MATTERS
12
ARTICLE II
PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES
2.1
PURCHASE AND SALE OF ASSETS
13
2.2
EXCLUDED ASSETS
14
2.3
ASSUMPTION OF LIABILITIES
15
2.4
EXCLUDED LIABILITIES
16
2.5
DESIGNATION RIGHT PERIOD
17
2.6
PROCEDURES FOR ASSUMPTION OF AGREEMENTS
17
2.7
FURTHER CONVEYANCES AND ASSUMPTIONS
18
2.8
BULK SALES LAW
18
ARTICLE III
CONSIDERATION
3.1
CONSIDERATION
19
3.2
ESCROWED FUNDS; DEPOSIT COMMITMENT
19
3.3
PAYMENT OF PURCHASE PRICE; ASSUMPTION OF ASSUMED LIABILITIES
19
3.4
CURE COSTS
20
ARTICLE IV
CLOSING AND TERMINATION
4.1
CLOSING DATE
20
4.2
DELIVERIES BY THE COMPANY
20
4.3
DELIVERIES BY PURCHASER
21
4.4
LICENSE AGREEMENT
21
4.5
TERMINATION OF AGREEMENT
22
4.6
PROCEDURE UPON TERMINATION
23
4.7
EFFECT OF TERMINATION
24
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
5.1
THE COMPANY'S REPRESENTATIONS AND WARRANTIES
25
5.2
ORGANIZATION AND GOOD STANDING
25
5.3
AUTHORIZATION OF AGREEMENT
25
5.4
CONFLICTS; CONSENTS OF THIRD PARTIES
26
i
5.5
TITLE TO PURCHASED ASSETS
26
5.6
FINANCIAL STATEMENTS
27
5.7
REAL PROPERTY
27
5.8
INTELLECTUAL PROPERTY
27
5.9
AGREEMENTS, CONTRACTS AND COMMITMENTS
28
5.10
LITIGATION; ORDERS
28
5.11
ENVIRONMENTAL MATTERS
28
5.12
LABOR MATTERS
29
5.13
EMPLOYEE BENEFITS
29
5.14
FINANCIAL ADVISORS
30
5.15
PERMITS; COMPLIANCE WITH LAWS
30
5.16
TAXES
31
5.17
BANKRUPTCY NOTICES
31
5.18
SUFFICIENCY OF ASSETS
31
5.19
NO OTHER REPRESENTATIONS OR WARRANTIES; SCHEDULES
31
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER
6.1
PURCHASER'S REPRESENTATIONS AND WARRANTIES
32
6.2
ORGANIZATION AND GOOD STANDING; OWNERSHIP
33
6.3
AUTHORIZATION OF AGREEMENT; NO VOTE REQUIRED
33
6.4
NO KNOWLEDGE OF MISREPRESENTATIONS OR OMISSIONS
33
6.5
CONFLICTS; CONSENTS OF THIRD PARTIES
33
6.6
LITIGATION
34
6.7
FINANCIAL ADVISORS
34
6.8
FINANCIAL CAPABILITY; FINANCING COMMITMENTS
34
6.9
LICENSABILITY OF PURCHASER AND PRINCIPALS
35
6.10
COMPLIANCE WITH GAMING LAWS
35
6.11
PURCHASED ASSETS "AS IS"; PURCHASER'S ACKNOWLEDGMENT AND INVESTIGATION
36
ARTICLE VII
BANKRUPTCY COURT MATTERS
7.1
ACTIONS OF THE COMPANY
37
7.2
PURCHASER ACTIONS
37
7.3
ADEQUATE ASSURANCES
38
7.4
SALE ORDER
38
7.5
SUPPORT OF SALE ORDER
39
7.6
ASSIGNMENT OF CONTRACTS
39
ARTICLE VIII
PRE-CLOSING COVENANTS AND AGREEMENTS
8.1
ACCESS TO INFORMATION
40
8.2
CONDUCT OF THE BUSINESS PENDING THE CLOSING
40
ii
8.3
CERTAIN FINANCING MATTERS
42
8.4
REGULATORY APPROVALS
43
8.5
FURTHER ASSURANCES
45
8.6
CONFIDENTIALITY
45
8.7
PRESERVATION OF RECORDS
45
8.8
PUBLICITY
46
8.9
SUPPLEMENTATION AND AMENDMENT OF SCHEDULES
46
8.10
PAYMENT OF RESTRUCTURING FEE
46
8.11
PAYMENT OF TICKING FEE
46
8.12
PAYMENT OF GAMING DELAY EXTENSION FEE
47
ARTICLE IX
ADDITIONAL AGREEMENTS
9.1
EMPLOYEES
47
9.2
RESERVATIONS; CHIPS; CUSTOMER INFORMATION
49
9.3
CERTAIN TRANSACTIONS
50
9.4
INSURANCE POLICIES
51
9.5
NO CONTROL
51
9.6
EMPLOYEE SOLICITATION
51
ARTICLE X
CONDITIONS TO CLOSING
10.1
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER