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EXHIBIT 10.17
AGREEMENT
AGREEMENT effective as of October 30, 1995, by and between National Gaming
Companies, Inc., a Minnesota corporation ("Gaming"), Xxxxxxxx X. XxXxxxx, Xxxxxx
X. Xxxxxxx, and Xxxxxxx X. Xxxxx.
RECITALS
WHEREAS, Regent Gaming Enterprises, Inc. ("Regent") has identified and
developed an opportunity to purchase the Jubilee Casino located in Cripple
Creek, Colorado (the "Cripple Creek Project"); and
WHEREAS, Messrs. XxXxxxx, Xxxxxxx and Xxxxx (collectively, the
"Transferors") desire to transfer and assign to Gaming, and Gaming desires to
acquire, all of the issued and outstanding common stock of Regent.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, the Transferors and Gaming agree as follows:
1. Property to be Transferred. Effective as of the date hereof (the
"Effective Date"), the Transferors hereby assign and transfer to Gaming
2,000,000 shares of Regent's outstanding and fully-paid shares of common stock
(the "Regent Stock"), which shares shall constitute all the issued and
outstanding capital stock of Regent.
2. No Liabilities Assumed. Gaming does not assume any debts,
liabilities, or contractual or other obligations of Regent of any kind or nature
whatsoever, except as specifically set forth in this Agreement.
3. Consideration. In consideration of the Transferor's assignment and
transfer of the Regent Stock, Gaming hereby agrees as follows:
(a) Gaming hereby agrees to issue to the following people, the
number of shares of its common stock set forth respectively: Xxxxxxxx X.
XxXxxxx (400,000 shares), Xxxxxxx X. Xxxxx (535,000 shares) and Xxxxxx X.
Xxxxxxx (565,000 shares).
(b) Gaming hereby further agrees to pay Xx. Xxxxxxx X. Xxxx $25,000
and to issue to Xx. Xxxx 100,000 shares of Gaming's common stock. The
shares of Gaming's common stock transferred to Messrs. DeRoche, Sherf,
Xxxxxxx and Xxxx hereunder shall be collectively referred to herein as the
"Gaming Stock."
(c) In addition, Gaming hereby agrees to assume and pay in accordance
with their terms Regent's promissory notes in an aggregate amount of
$80,000 to the following persons: Xxxxxxxx X. XxXxxxx ($65,000), Xxxxxxx
Xxxxx ($10,000) and Xxxxx Xxxx ($5,000).
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(d) Gaming hereby agrees to pay accrued, unpaid compensation in the
aggregate amount of $80,000 due to the following people from Regent in the
amounts set forth respectively: Xxxxxx X. Xxxxxxx ($50,000), Xxxxxxxx X.
XxXxxxx ($25,000) and Xxxxxxx Xxxxx ($5,000).
4. Representations, Warranties and Covenants of the Transferors. To
induce Gaming to enter into this Agreement and to consummate the transactions
contemplated by it, the Transferors hereby represent and warrant to Gaming, and
covenant, as follows:
(a) Regent is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Minnesota, and has full
corporate power and authority to conduct its business as now conducted and
to enter into and perform its obligations under this Agreement.
(b) The shares of Regent Stock are validly issued, fully-paid and
nonassessable.
(c) The shares of Regent Stock constitute all the issued and
outstanding capital stock of Regent and are assigned and transferred to
Gaming free and clear of any restrictions or encumbrances.
(d) The transactions contemplated by this Agreement will not result
in the violation or breach of any contract, commitment, or understanding to
which Regent or the Transferors, or any of them, is a party.
(e) Messrs. DeRoche, Sherf, Xxxxxxx and Xxxx acknowledge that: (1)
the Gaming Stock has not been registered under the Securities Act of 1933,
as amended (the "Act") or the securities or blue sky laws of any state or
jurisdiction; (2) they are acquiring the Gaming Stock for investment and
not with a view to distribution; and (3) Gaming has no obligation to
register the Gaming Stock under the Act, except that Gaming agrees to grant
to the Transferors, with respect to the Gaming Stock, the same registration
rights that Gaming grants to underwriters of an initial public offering of
Gaming's Common Stock, with respect to Gaming Shares they may acquire upon
the exercise of warrants, subordinate, however, to the prior rights of such
underwriters to sell their shares of Gaming common in any offering as to
which registration rights have been exercised.
(f) The Transferors agree, jointly and severally, to indemnify and
hold Gaming, its officers, directors and shareholders harmless for all
liabilities, obligations, losses, damages, penalties, fees, charges and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) that Gaming or its officers, directors and shareholders may
suffer or incur which arise out of or relate to: (i) acts or omissions of
Regent prior to the date hereof, whether or not related to the Cripple
Creek Project, except for the obligations specified in Sections 3(b), 3(c)
and 3(d) hereof, or (ii) any breach of the representations, warranties,
covenants and agreements of the Transferors made in this Agreement and any
related documents or instruments.
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The foregoing representations, warranties and covenants shall survive the
closing of the transactions contemplated by this Agreement.
5. Representations, Warranties and Covenants of Gaming. Gaming hereby
represents and warrants to the Transferors, and covenants, as follows:
(a) Gaming is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Minnesota and has full
corporate power and authority to enter into, and perform its obligations
under, this Agreement.
(b) This Agreement constitutes a valid and binding obligation of
Gaming, enforceable in accordance with its terms, except as may be limited
by bankruptcy, moratorium or other laws affecting the rights of creditors
generally, and the execution of this Agreement by Gaming and the
performance by Gaming of its obligations hereunder have been duly
authorized by all necessary corporate action.
(c) The shares of Gaming Stock, when issued to Messrs. DeRoche,
Sherf, Xxxxxxx and Xxxx pursuant hereto, shall be validly issued,
fully-paid and nonassessable.
(d) Gaming agrees to indemnify and hold the Transferors harmless for
all liabilities, obligations, losses, damages, penalties, fees, charges and
expenses (including, without limitation, reasonable attorney fees and
expenses) that the Transferors may suffer or incur which arise out of or
relate to: any breach of the representations, warranties, covenants, and
agreements of Gaming made in this Agreement and any related documents or
instruments.
The foregoing representations, warranties and covenants shall survive the
closing of the transactions contemplated by this Agreement.
6. Governing Law. This Agreement shall be governed by the laws of the
State of Minnesota and shall be enforceable by, and binding upon, the parties
hereto and their respective legal representatives, successors, and assigns. The
rights and obligations of the parties under this Agreement may not be assigned
except as permitted in a writing signed by all parties.
7. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter described in this Agreement and
shall supersede all previous negotiations, commitments, or writings with respect
to such subject matter. This Agreement may not be modified and no party shall
be deemed to have waived any provision hereof, except as set forth in a writing
signed by the party to be charged thereby. There are no representations or
warranties among the parties in connection with this Agreement except as set
forth or referred to herein.
8. Notices. All notices or other communications required by or permitted
under this Agreement shall be in writing and shall be personally delivered or
sent by certified mail, postage prepaid, or by overnight national courier (e.g.,
UPS and Federal Express), to
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Gaming or the Transferors at its or their addresses listed below. Either Gaming
or the Transferors may designate an additional or another address upon giving
notice to the other party pursuant to this Section. Notice given in any manner
other than as stated herein shall be deemed effective only upon receipt by the
party to whom such notice is given.
Notice to the Transferors: c/o Regent Gaming Enterprises, Inc.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Notice to Gaming: National Gaming Companies, Inc.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Chief
Executive Officer
9. Miscellaneous.
(a) Additional Documents. Each of the parties, without further
consideration, agrees to execute such additional documents as may be
reasonably necessary to carry out the purposes and intent of this Agreement
and to fulfill the obligations of the respective parties hereunder.
(b) Waiver. No waiver by any party of any condition, or of any
breach of any term, covenant, representation, or warranty contained in this
Agreement shall be deemed or construed as a further or continuing waiver of
any such condition or breach or waiver of any other condition or of the
breach of any other term, covenant, representation or warranty of this
Agreement.
(c) Counterparts. For the convenience of the parties any number of
counterparts hereof may be executed and each such executed counterpart
shall be deemed an original, but all such counterparts together shall
constitute one and the same instrument.
(d) Headings. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
NATIONAL GAMING COMPANIES, INC.
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
/s/ Xxxxxxxx X. XxXxxxx
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Xxxxxxxx X. XxXxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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