ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 11th day of
July, 1995, by and among CROWN CASINO CORPORATION, a Texas corporation ("Crown"), and
CROWN CASINO NEVADA, INC., a Nevada corporation ("Buyer"), SLT REALTY LIMITED
PARTNERSHIP, a Delaware Limited Partnership (the "Partnership"), and HOTEL INVESTORS
CORPORATION OF NEVADA, INC., a Nevada corporation ("HICN," and together with the Partnership,
"Sellers"), with reference to the following facts:
A. The Partnership owns that certain hotel, restaurant, bar and casino commonly known as the Bourbon Street
Hotel & Casino located at 120 E. Flamingo Road, Las Vegas, Nevada 89109 (the "Hotel/Casino"), as well as
the real and personal property comprising a 24 unit apartment building located at 135 Albert, Las Vegas,
Nevada 89109 (the "Apartment Building").
B. The Hotel/Casino is currently leased by the Partnership to, and the Hotel/Casino is currently operated by,
HICN pursuant to that certain amended and restated lease dated January 1, 1993 "Partnership/HICN Lease").
The Apartment Building is operated by the Partnership. HICN owns or otherwise has the right to use all coin-
operated gaming devices, gaming equipment and all food and beverage inventories and gift shop inventories
located at the Hotel/Casino.
C. Buyer is the wholly-owned subsidiary of Crown.
D. Buyer and Sellers heretofore have entered into negotiations pursuant to which Buyer offered to purchase and
acquire from Sellers, upon the terms and subject to the conditions set forth herein, the assets hereinafter
NOW, THEREFORE, in consideration of the covenants, agreements, representations and warranties herein
contained, Crown, Buyer and Sellers agree as follows:
Article 1. Sale and Purchase of Assets.
1.1 Upon the terms and subject to the conditions hereinafter set forth:
1.1.1 At the "First Closing" (as defined in Section 4.1 hereof), Sellers shall sell, assign, convey, transfer and