EXHIBIT 10.142
LETTER OF INTENT DATED SEPTEMBER 24, 1996 BETWEEN
THE REGISTRANT AND GRAND HOTEL KRASNAPOLSKY N.V.
NuOasis International Inc.
00 Xxxxxxxxx Xxxxxx x Xxxxxx, Xxxxxxx
Telephone (000) 00-000-000-0000 o Facsimile (000) 00-000-000-0000
October 7, 1996
Board of Directors
Grand Hotel Krasnopolsky X.X.
Xxx 0 - 0000 XX
Xxxxxxxxx, Xxx Xxxxxxxxxxx
RE: Formation and capitalization of a joint enterprise, to be
incorporated under the laws of the Netherlands Antilles (the
"NV Company") and jointly owned in equal proportions by
NuOasis International Inc., a corporation organized under the
laws of the Commonwealth of the Bahamas ("NuOasis") and Grand
Hotel Krasnopolsky N.V., a corporation organized under the
laws of The Netherlands ("GHK")
Gentlemen:
This letter agreement, when countersigned as indicated below ("Agreement"), will
confirm and memorialize the agreement by and among, on the one hand, Xxxx
Xxxxxxx'x XX Inc., a corporation organized under the laws of the United States
("Xxxx") and its wholly-owned subsidiary, NuOasis, and on the other hand, Grand
Hotel Krasnopolsky N.V., a corporation organized under the laws of The
Netherlands ("GHK"), to enter into the within-described series of transactions
(the "Transaction") whereby GHK (or its designee) and NuOasis will cause the
formation of the NV Company (as defined herein) and capitalize such enterprise
with cash, securities and assets, all upon and subject to the following terms
and conditions.
This Agreement is made and entered into by NuOasis based upon the following
facts:
A. NuOasis has the right to acquire seventy percent (70%) of the
share capital of Cleopatra Palace Limited, an Irish corporation
("Cleopatra") and NuOasis Resort & Casino, Xxxxxxxxx A.V.V., an
Aruba corporation in organization ("NuOasis Xxxxxxxxx"); and,
B. Cleopatra is the owner of all of the issued and outstanding share
capital of Cleopatra Cap Gammarth Limited ("Cleopatra Gammarth"),
Cleopatra Hammamet Limited ("Cleopatra Hammamet"), and Cleopatra
Palace Monastir Limited, a corporation in organization
("Cleopatra Monastir"), corporations serving as subsidiaries of
Cleopatra and organized under the laws of Tunisia; and,
C. Cleopatra Hammamet has the right to conduct casino gaming in the
province of Hammamet, Tunisia pursuant to an order issued by the
government of Tunisia (the "Hammamet License") at a casino gaming
facility located in Hammamet (the "Hammamet Casino"), designed
and built to suit Cleopatra pursuant to the Casino Lease and
Management Operating contract with Societe Loisirs Club Hammamet
(the "Hammamet Lease") which conveys to Cleopatra Hammamet
certain use and operating rights to the Hammamet Casino; and,
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
D. Cleopatra Gammarth has the right to conduct casino gaming in the
province of Cap Gammarth, Tunisia pursuant to an order issued by
the government of Tunisia (the "Cap Gammarth License") at a
casino gaming facility (the "Cap Gammarth Casino"), located on
the premises of the Le Palace Hotel, itself a part of the hotel
and commercial park known as Cleopatra Palace Resort at Cap
Gammarth, designed and built to suit Cleopatra pursuant to the
Casino Lease and Management Operating contract with Societe
Loisirs Club Cap Gammarth (the "Cap Gammarth Lease") which
conveys to Cleopatra Gammarth certain use and operating rights to
the Cap Gammarth Casino; and,
E. Cleopatra World has the rights to manage the Le Palace Hotel and
adjoining commercial establishments, including eight (8)
third-party operated restaurants and fifty-four (54) clothing and
consumer goods retail shops, an independent health club, a
stand-alone beach club and forty (40) deluxe apartments
(collectively, the "Gammarth Hotel"); and,
F. Cleopatra Monastir, a corporation in organization, has the right
to manage and option to purchase the 1,000-room hotel and
entertainment complex known presently as the "Jockey Club" (the
"Monastir Hotel"), in the town of Monastir, Tunisia, and to
conduct casino gaming in a 50,000 square foot casino facility
(the "Monastir Casino"), to be built to suit for Cleopatra
pursuant to the Agreement with (the "Monastir Lease"), which
conveys to Cleopatra certain use, operating and management rights
to the existing hotel and entertainment complex and to the
proposed casino; and,
G. NuOasis Xxxxxxxxx, a corporation in organization, has an
agreement in principle to acquire, develop and own in perpetuity
a 418-room deluxe hotel and 50,000 square foot gaming casino
currently known as the "Curacao Beach Hotel", presently under
construction on the Island of Xxxxxxxxx, in the southern
Caribbean, which NuOasis intends to complete, open and operate as
the "NuOasis Resort & Casino - Xxxxxxxxx Isle (the "Xxxxxxxxx
Resort").
H. As soon as practicable after the execution hereof, GHK and
NuOasis wish to enter into a joint business enterprise in the
form of a new limited liability company under the laws of the
Netherlands Antilles (the "NV Company") for the purpose of
acquiring, constructing, developing, operating and/or managing
real and leasehold interests in hotels, food services and casino
gaming and non-gaming-related activities (generally referred to
herein as "Properties"); and,
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
I. The initial Properties to be acquired, developed, operated and
managed by the NV Company will be the Hammamet Casino, the
Gammarth Casino and the Le Palace Hotel. Subject to the initial
level of capitalization of the NV Company, as set forth herein,
it may also acquire, develop, operate and manage the Monastir
Casino, the Monastir Hotel, the Xxxxxxxxx Resort, and purchase a
controlling ownership interest in the Le Palace Hotel.
Based upon these facts, and the representations and warranties contained herein,
our agreement is as follows:
1. Formation and Capitalization of NV Company
Subject to the satisfaction (or waiver) of the terms and conditions
contained herein, at the Closing (as herein defined), NuOasis and GHK
shall cause the formation of NV Company with authorized share capital
of the equivalent of Forty Million Dollars (USD40,000,000), comprised
of Forty Thousand (40,000) shares with nominal value of the equivalent
of One Hundred Dollars (USD100) per share. Immediately following the
formation of NV Company, GHK and NuOasis shall each subscribe for share
capital of the NV Company as follows:
A. Subscription by NuOasis. NuOasis will transfer, or cause
Cleopatra to transfer to the NV Company, in consideration for a
fifty percent (50%) interest in the NV Company, its rights to
seventy percent (70%) interest in Cleopatra Hammamet, Cleopatra
Gammarth, Cleopatra Monastir and Cleopatra World, and its rights
to fifty percent (50%) interest in NuOasis Xxxxxxxxx (as defined
herein and collectively referred to herein as the "NuOasis
Subsidiaries"); and,
B. Subscription by GHK. GHK will initially transfer, or cause to be
transferred to the NV Company the sum of Twenty Million Dollars
(USD20,000,000), less the "Pre- Closing Contributions" (as
defined herein), for use by the NV Company to complete the
construction, development and opening of the two (2) casinos
comprising the principal assets of Cleopatra Hammamet and
Cleopatra Gammarth, to manage and acquire the rights and
ownership interest of Cleopatra World. Subscription payments by
GHK shall be made as follows:
(i) USD3,500,000 upon formation of the NV Company and Closing
hereunder;
(ii) USD12,000,000 payable in two (2) equal installments of
USD6,000,000 due thirty (30) days and again sixty (60) days
following Closing herein;
(iii)USD4,500,000 payable upon execution of the Hotel Management
Agreement (as defined herein) with respect to the Le Palace
Hotel.
GHK may elect, at its discretion, to make further
contributions to fund the development of the Monastir Hotel,
Monastir Casino and Xxxxxxxxx Resort ("Secondary
Contribution").
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
2. Advances by GHK
During the period immediately following the execution hereof and ending
the Closing Date (the "Pre-Closing Period"), GHK agrees to provide an
amount of cash (the "Pre-Closing Contributions") up to the lesser of
USD2,000,000, or such amount as may be required to pay the costs and
expenses incurred or becoming due during the Pre-Closing Period
(whether before or after the formation of the NV Company), for the
operation of the Le Palace Hotel, the Hammamet Casino and the Gammarth
Casino in accordance with the budgets for the respective facilities
(the "Pre-Opening Budget"), attached hereto and incorporated by
reference as Schedule "1".
Such Pre-Closing Contributions (if any) will be collateralized by
NuOasis by the pledge and delivery to a mutually acceptable
escrowholder of shares of Xxxx common stock equal in value to 120% of
the aggregate Pre-Closing Contributions.
3. Use of Capital by NV Company
A. Completion of Development, Construction and Opening of NV Company
Properties. Upon Closing the NV Company will acquire majority
ownership rights and the obligations to complete, open for
business and manage or supervise the management of the initial
Properties. It is mutually agreed that the GHK Capitalization,
consisting of up to USD20,000,000 will be utilized by the NV
Company, unless otherwise agreed by the Operating Committee (as
defined below), as follows:
(i) USD6,500,000 will be utilized to finance the remaining
Pre-Opening Budget costs and expenses related to the
Hammamet Casino; and,
(ii) USD7,000,000 will be utilized to finance the remaining
Pre-Opening Budget costs and expenses related to the
Gammarth Casino; and,
(iii)USD4,500,000 will be utilized to finance and retire debt of
Cleopatra World related to the opening and working capital
requirements of the Le Palace Hotel.
B. Reimbursement of Costs Paid by NuOasis Pending Closing. Up to
USD5,000,000 - USD1,000,000 out of Pre-Opening Contributions (if
any) may be utilized to reimburse NuOasis or Cleopatra for costs
and expenses incurred during the Pre-closing Period in the
furtherance of the development, completion and opening of the
subject Properties and contained in the Pre-Opening Budget which,
as of the date hereof, have been or will be incurred or accrued
directly by NuOasis or Xxxx on behalf of the subject facilities.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
4. Closing
The closing of this Transaction (the "Closing") shall occur within five
(5) business days following the formation of the NV Company, at the
office of GHK or such other place or time as the parties hereafter may
mutually agree following the execution hereof.
At Closing NuOasis shall cause the transfer to the NV Company of
seventy percent (70%) of the share capital of (a) Cleopatra Hammamet;
(b) Cleopatra Cap Gammarth; and (c) Cleopatra World.
5. Non-Disclosure; Non-Circumvention
NuOasis and GHK, for themselves and on behalf of their Affiliates (as
defined below), agree that, for a period of two (2) years immediately
following the termination of this Agreement, they will not:
A. Disclose. Disclose or make known to any person, firm or
corporation not already in the public domain, including but not
limited to the names or nature of the business opportunities,
businesses, or addresses of any of the projects, Properties or
customers of the other party or its Affiliates, any information
pertaining to them; or,
B. Circumvent. Call on, solicit, or take away, attempt to call on,
solicit, or attempt to take away any of the Properties, projects,
business opportunities, properties (owned or in the negotiating
stage), or customers of the other parties or their Affiliates, on
whom the parties hereof called or became acquainted with during
the process of investigating the feasibility of the transaction
contemplated by this Agreement, either for itself or for any
other person, firm or corporation.
For the purposes of this Agreement, an "Affiliate" of, or person
affiliated with, a specified person is a person that directly or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified.
The term associate means (I) a corporation or organization (other than
the NV Company) of which such person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent (10%) or
more of any class of equity securities; (ii) any trust or other estate
in which such a person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar capacity; and,
(iii) any relative or spouse of such person, or any relative or such
spouse, who has the same home as such person or is director or officer
of the parties hereto.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
6. Representations and Warranties of NuOasis
In connection herewith, and as an inducement to GHK to enter into this
Agreement, NuOasis confirms that:
A. The NuOasis Subsidiaries. The shares of the NuOasis Subsidiaries,
when delivered, will be free and clear of liens, claims and
encumbrances; NuOasis has all necessary right and power to enter
into this Agreement and to cause the transfer to NV Company
NuOasis' seventy percent (70%) of the equity of Cleopatra
Hammamet, Cleopatra Gammarth, Cleopatra World, Cleopatra Monastir
and fifty percent (50%) of NuOasis Xxxxxxxxx, Xxxx Aruba, to NV
Company as contemplated herein; and, that any necessary approval
by regulatory authorities, shareholders of NuOasis or third
parties will be obtained prior to Closing.
B. Status of the NuOasis Subsidiaries. The NuOasis Subsidiaries with
the exception of NuOasis Xxxxxxxxx and Cleopatra World, which are
incorporated under the laws of the Netherlands Antilles and
British Virgin Islands, respectively, are duly organized, validly
existing, and in good standing under the laws of their
jurisdiction.
C. Capitalization of the NuOasis Subsidiaries. The capitalization of
the NuOasis Subsidiaries is, as of the date hereof is comprised
of the following: (I) 1,000 shares of authorized capital stock,
TD1,000 par value, of which all 1,000 shares are issued and
outstanding as to Cleopatra Hammamet; (ii) 1,000 shares of
authorized capital stock, TD1,000 par value, of which all 1,000
shares are issued and outstanding as to Cleopatra Gammarth; (iii)
50,000 shares of authorized capital stock, USD1.00 par value, of
which all 50,000 shares are subscribed but not yet issued and
outstanding as to Cleopatra World; (iv) 1,000 shares of
authorized capital stock, TD1,000 par value, of which all 1,000
shares are subscribed but not yet issued and outstanding as to
Cleopatra Monastir; and (v) 100,000 shares of authorized capital
stock, NAD1.00 par value, of which all 100,000 shares are
subscribed but not yet issued and outstanding as to NuOasis
Xxxxxxxxx.
D. Compliance with Laws, Rules and Regulations. The NuOasis
Subsidiaries are in compliance with all applicable laws, rules
and regulations, relating to their business, except to the extent
that non-compliance would not materially and adversely affect
their respective business, operations, or value of their assets.
E. Value of the Principal Assets of the NuOasis Subsidiaries.
NuOasis' investment in the NuOasis Subsidiaries, directly and
indirectly through Cleopatra and by way of costs and expenses
incurred by NuOasis and Xxxx for the benefit of such
subsidiaries, as of the date hereof, is approximately
USD17,100,000 represented by USD16,000,000 invested by NuOasis
which NuOasis or Cleopatra have or are in the process of
utilizing to provide working capital to and guarantees for the
use of Cleopatra Hammamet, Cleopatra Gammarth, Cleopatra World
and Cleopatra Monastir, and approximately USD1,100,000 in costs
and expenses incurred by Xxxx for which NuOasis and/or Cleopatra
have assumed responsibility for reimbursement. The allocation of
such investments by NuOasis are identified in Schedule "2"
attached hereto (the "Investments").
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
In addition, pursuant to the agreement in principle with the
present owners of the Xxxxxxxxx Resort, NuOasis has agreed to
purchase the property for USD12,500,000 and a commitment to
complete the construction and furnishing of the property, and
contribute the facility to NuOasis Xxxxxxxxx in exchange for its
50% interest in NuOasis Xxxxxxxxx.
Also, pursuant to the agreement in principle with the present
owners of Le Palace Hotel, Cleopatra World has agreed to purchase
the majority interest, being 55%, in the Tunisian corporation
which owns the Le Palace Hotel for USD18,500,000, payable
USD6,500,000 in cash at closing and USD12,000,000 in the form of
a promissory note, the terms of which have not yet been
finalized.
F. Changes in Valuation of NuOasis Subsidiaries. Since September 30,
1996 except as set forth in Schedule "A" attached hereto (the
"Valuations"), as may be amended from time to time prior to
Closing, the value of the principal assets of the NuOasis
Subsidiaries, net to the interest of being transferred to the NV
Company pursuant hereto is USD as set forth in Schedule "8" have
not (I) discharged or satisfied any liens other than those
securing, or paid any obligation or liability which materially
change the values shown on the Valuations.
7. NuOasis Subsidiaries; Conduct of Business
Between the date hereof and the date of Closing or termination hereof,
except with the prior written notice to GHK, NuOasis shall cause the
NuOasis Subsidiaries to:
A. Conduct Business as Usual: Conduct their business only in the
usual and ordinary course and the character of such business
shall not be changed nor any different business be undertaken;
B. Maintain Current Capital Structure: Refrain from making any
changes in their authorized or issued capital stock;
C. Avoid Special Settlements: Not discharge or satisfy any lien or
encumbrance or obligation or liability, other than current
liabilities shown on their respective financial statements
contained in the Valuations, and current liabilities incurred
since that date in their respective course of business;
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
D. Avoid Distributions: Not make any payment or distribution to
their respective stockholders, or purchase for cash or redeem any
of their respective share capital;
E. Avoid Encumbrance or Cancellation of Debt: Not mortgage, pledge,
or subject to lien or encumbrance any of their respective assets,
tangible or intangible not in the ordinary course of business;
F. Provide Additional Information: Furnish GHK with such
documentation and information regarding the NuOasis Subsidiaries
as is reasonably requested.
8. Agreement to Cause NV Company to Retain GHK for Management of Hotel
Properties
Upon Closing the NV Company will cause Cleopatra World to enter into a
Management and Food Service Agreement in form and content to the
agreement attached hereto as Schedule "5" with GHK (the "Hotel
Properties Manager"), as to the Le Palace Hotel, and as to other
hotels acquired by the NV Company. The Hotel Properties Manager shall
supervise all hotel and food service aspects of the Le Palace Hotel
and other hotel properties acquired by NV Company, and shall authorize
the disbursement of funds by the NV Company for such development and
management in accordance with the Pre-Opening Budget for Le Palace
Hotel as set forth herein or, as to all such future hotel properties
with the approval of the Operating Committee.
9. Agreement to Cause NV Company to Retain NuOasis for Management of
Casino Gaming Properties
Upon Closing the NV Company will cause the Properties to enter into a
Gaming Management Agreement identical in form and content to the
agreement attached hereto as Schedule "6" (the "Casino Management
Agreement") with NuOasis ("Casino Properties Manager") who will
configure the operational design of the respective casinos and manage
the day-to-day operations of all casinos acquired or to be managed by
the NV Company.
10. Adoption of By-Laws of NV Company
The NV Company shall approve and adopt By-Laws identical in form and
content to the agreement attached hereto as Schedule "7" (the "NV
By-Laws") which shall call for the formation of an Operating
Committee, which shall have four (4) members, two (2) of which shall
be selected by NuOasis and two (2) of which shall be selected by GHK
(the "Operating Committee"). The Operating Committee shall make all
determinations by majority vote; provided that (i) a unanimous vote
shall be required to approve the sale of all or substantially all of
the NV Company's assets or equity interest, and (ii) in the event of
an impasse with respect to any determination to be made by majority
vote, the membership of the Operating Committee shall be temporarily
increased to five (5) members, with the fifth member to be selected by
mutual agreement between GHK and NuOasis, in order to resolve such
impasse by majority vote.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
11. Conditions Precedent to Consummate Transaction
The obligation of GHK or NuOasis to effect the Transaction
contemplated by this Agreement is subject to:
A. Formation of NV Company; Adoption of By-Laws. The NV Company
shall be duly formed as contemplated herein, and the NV By-Laws
shall be approved by GHK and NuOasis.
B. Appointment of NV Company Directors. As soon as reasonably
practicable after the formation of the NV Company, but in any
event on or before the Closing Date, NuOasis and GHK shall each
appoint two (2) directors who shall be elected as Directors of
the NV Company.
C. Acceptance of the Value of the NuOasis Subsidiaries. GHK shall be
satisfied with the results of its due diligence review of the
NuOasis Subsidiaries, including without limitation its review of
(a) the Valuations, (b) matters related to governmental
permitting and approvals, (c) legal aspects of the respective
Leases, (d) physical aspects of the respective Properties, (e)
revenues expected to be generated by gaming devices and tables at
the respective casinos, (f) projected income and expenses for the
respective hotels, (g) all documentation evidencing the
transactions described in this Agreement to be signed on or
before the Closing, and (h) all other matters related to the
feasibility of the Transaction.
D. Capitalization of NV Company by GHK. GHK shall tender the GHK
Capitalization, less the aggregate amount of its Pre-Closing
Contributions (the GHK Capitalization after subtracting out the
Pre-Closing Contributions shall hereinafter be referred to as the
"Pre-Closing Capital"), for development, construction and
continuing working capital purposes, in accordance with the
respective budgets, or amended budget adopted by the parties
hereto, or for purposes as otherwise required by the terms of any
of the respective Leases.
E. Activities Covered. The respective management agreements to be
entered into by the NV Company, NuOasis and GHK on the Closing
Date shall be executed by all parties.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
12. Additional Documents
NuOasis and GHK each agree to execute such additional instruments and
take such action as may be reasonably requested by the other party to
effect the formation and capitalization of the NV Company or otherwise
to carry out the intent and purposes of this Agreement.
13. Notices
All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the
following addresses, as amended by the parties with written notice to
the other:
To NuOasis: NuOasis International Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
Telephone: x00-000-000-0000
Facsimile: x00-000-000-0000
With copy to: Xxxxx Xxxxxxxx
Xxxxxxxxx Hunziker Xxxx
Xxxxxxxxxxx 00, XX-0000
Xxxx 00, Xxxxxxxxxxx
Telephone: x00 (0) 00 000 0000
Facsimile: x00 (0) 00 000 0000
To GHK: Grand Hotel Krasnopolsky X.X.
XXX 0 - 0000 XX
Xxxxxxxxx, Xxx Xxxxxxxxxxx
Telephone: + (00) 00 000 0000
Facsimile: + (00) 00 000 0000
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14. Applicable Law
This Agreement was negotiated and shall be constructed under and
governed by the laws of The Netherlands, notwithstanding any
conflict-of-law provision to the contrary.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
15. Remedies on Disclosure or Circumvention
The parties hereto mutually acknowledge and agree that the damage
caused by breach or violation of the non-disclosure and
non-circumvention terms and covenants contained herein are difficult to
measure and, given such [LIQUIDATED DAMAGE CLAUSE]
16. Authority
The persons executing this Agreement are duly authorized to do so.
Further, the parties hereto each represent, through such executors,
that each has taken all action required by law or otherwise to properly
and legally execute and carry out the terms of this Agreement.
17. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall
be recognized or enforced.
18. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal, or unenforceable, the
other clauses and provisions of the Agreement shall remain in full
force and effect and the clauses and provisions which determined to be
void, illegal, or unenforceable shall be limited so that they shall
remain in effect to the extent permissible by law.
19. Assignment
Neither party may assign this Agreement without the express written
consent of the other party. And, in the event of any approved
arrangement, such assignment shall be binding on and inure to the
benefit of such successor, or, in the event of death or incapacity, on
their heirs, executors, administrators and successors of any party.
20. Waiver
No waiver by any party of the performance of any obligation by the
other shall be construed as a waiver of the same or any other default,
then, theretofore, or thereafter occurring or existing. This Agreement
may only be amended by a writing signed by all parties hereto.
21. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
[NUOINLTD\AGR:GHKJVCO.LOI]-5
Grand Hotel Krasnopolsky N.V.
October 7, 1996
22. Facsimile Counterparts
If a party signs this Agreement and then transmits an electronic
facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a
signed original of this Agreement.
Sincerely,
NuOasis International Inc.
ACCEPTED AND AGREED
THIS ----- DAY OF ----------, 1996
Grand Hotel Krasnopolsky N.V.
By:-------------------------------
Name:
[NUOINLTD\AGR:GHKJVCO.LOI]-5
SCHEDULE "1"
to the
Agreement
Dated October 7, 1996
PRE-OPENING BUDGET
Cleopatra Cleopatra Le Palace Cleopatra Purchase of NuOasis
Hammamet Gammarth Hotel Monastir Interest in Xxxxxxxxx
Expenditure Casino Casino Mngmnt Casino Le Palace Hotel Resort
---------------------------------------- ------------- ---------- ----------- --------- --------------- ---------
Security Deposit $ 1,000 $ 1,000 $ 3,000
Advance Rent * - -
Gaming devices and related supplies 2,286 2,286
Table games and related xxxxxxx
Furniture, fixtures and equipment
(non-gaming) 1,285 1,325
Pre-Opening working capital 500 500
Pre-Opening advertising 400 400
Bankroll 2,000 2,000
Contingency 500 500
TOTAL
SCHEDULE "2"
to the
Agreement
Dated October 7, 1996
THE INVESTMENTS
SCHEDULE "3"
to the
Agreement
Dated October 7, 1996
THE HOTEL PROPERTIES MANAGER
SCHEDULE "4"
to the
Agreement
Dated October 7, 1996
THE CASINO MANAGEMENT AGREEMENT
SCHEDULE "5"
to the
Agreement
Dated October 7, 1996
THE NV BY-LAWS
SCHEDULE "6"
to the
Agreement
Dated October 7, 1996
NET INTEREST BEING TRANSFERRED TO THE NV COMPANY
SCHEDULE "A"
to the
Letter Agreement
Dated October 7, 1996
THE VALUATIONS
SCHEDULE OF USE OF CAPITAL BY NV COMPANY
Cleopatra Cleopatra Le Palace Cleopatra Purchase of NuOasis
Hammamet Gammarth Hotel Monastir Interest in Xxxxxxxxx
Expenditure Casino Casino Mngmnt Casino Le Palace Resort Hotel
---------------------------------------- ----------- ----------- ------------ --------- ----------- ------------
Security Deposit $ $ 1,000,000 $ 3,000,000 $ $ - $ -
Advance Rent 1,600,000 - - - -
Gaming devices and related supplies 2,400,000 2,500,000 - - 2,500,000
Furniture, fixtures and equipment
(non-gaming) 1,285,000 2,375,000 - - 11,000,000
Pre-Opening working capital 210,000 300,000 1,450,000 5,000,000(1) 12,000,000
Bankroll 2,000,000 2,000,000 - - 2,000,000
TOTAL $ 7,495,000 $ 8,275,000 $ 4,450,000 $ $ 5,000,000 $ 16,500,000
=========== =========== ============ =========== ============= ============
[NUOINLTD\AGR:GHKJVCO.LOI]-5
