LOAN AGREEMENT
This LOAN AGREEMENT ("AGREEMENT") is made and entered into as of this 27th
day of October, 1997, by and between Value Partners, Ltd., a Texas Limited
Partnership ("LENDER") and Trans World Gaming Corp., a Nevada Corporation (the
"BORROWER").
R E C I T A L S
Borrower has requested that Lender loan to Borrower and Lender is willing
to loan to Borrower up to the sum of $2,625,000 (the "Loan Amount') upon the
terms and subject to conditions hereinafter set forth. To further induce this
loan, Borrower has offered to issue to Lender warrants to purchase .1714 shares
of Common Stock of the Borrower for each dollar loaned Borrower, as set forth
hereinafter (the "Warrant(s)"). To evidence this loan, Borrower shall execute
that certain Senior Secured Promissory Note (the "Note") in the form attached
hereto as Exhibit A, that certain Certificate of No Oral Agreements in the form
attached hereto as Exhibit "B" (the "Certificate") and all other documents as
set forth on the Certificate and such other documents as are necessary to this
loan transaction or otherwise required pursuant to the terms hereof (the
"Related Documents") (this Agreement, the Warrants, in the form attached hereto
as Exhibit C, the Note, the Certificate and the Related Documents shall be
referred to collectively as the "Loan Documents"). For purposes of this
Agreement all exhibits attached hereto are by this reference incorporated
herein. The term "Holder", as used herein, refers to the Lender and each
successive owner and holder of the Note.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Lender and Borrower agree:
1. REFERENCES IN LOAN DOCUMENTS. All references in the Loan Documents to
the Note shall henceforth include references to the Note, as such Note may, from
time to time, be amended, modified, extended, renewed, decreased, and/or
increased.
2. EXECUTION OF DOCUMENTS. Subject to the terms and conditions set forth
herein, Borrower will execute in favor of Lender the Loan Documents.
3. PURPOSE OF LOAN. Borrower represents that it is negotiating an agreement
to acquire two casinos and related assets and permission to license a third
casino in the Czech Republic (the "Czech Transaction"), is negotiating to
acquire a casino in Zaragoza, Spain and a new license for a downtown casino (the
"Zaragoza Transaction") and is about to enter into a management agreement to
operate the gambling operation of an ocean going vessel off of the Florida Coast
(the "Florida Transaction"). The Czech Transaction, the Zaragoza Transaction
and the Florida Transaction are referred to herein collectively as the
"Transaction(s)". All agreements related to such Transactions must be approved
in writing by Lender as to form and content. Copies of agreements or term
sheets related thereto are attached hereto as Exhibits D, E, and F respectively.
Attachment hereto shall not constitute approval by the Lender of these
documents. Subject to this Agreement, proceeds of this loan are to be used (a)
to fund an escrow account
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established pursuant to agreements executed with respect to the Czech
Transaction ($525,000), (b) the purchase price and certain operating expenses
pursuant to agreements executed with respect to the Zaragoza Transaction
($1,222,000), and (c) the purchase price, operating expenses and cage funds
pursuant to agreements executed with respect to the Florida Transaction
($450,000). The balance of the Loan Amount shall be used to repay to Lender all
sums due under that certain $350,000 Senior Promissory Note executed by Borrower
in favor of Lender as of June 11, 1997 within one (1) business day of receipt of
such advance, as referenced in paragraph 5(h) below, and for general operating
needs of Borrower.
4. CONVERSION RIGHTS. The Borrower represents to Lender that it intends to
issue debt and equity instruments, in form and substance acceptable to Lender if
Lender is a member of the investor group (including through conversion as set
forth herein), in the approximate total sum of up to $20,000,000, the proceeds
of which are contemplated to be used to complete the Czech Transaction, to
acquire an existing casino and a license for a new casino in xxxxxxxx Xxxxxxxx,
Xxxxx and for other needs of Borrower, as set forth in Exhibit "G" (the "New
Issue"). Attachment hereto does not constitute approval by Lender of the
business plan. At the option of Lender, Lender may (i) require immediate
repayment of all or a portion of sums due under the Note and Loan Documents
pursuant to the terms thereof from the first dollars received by Borrower from
the New Issue, and/or (ii) convert all or a portion of the unpaid principal sum
due Lender under the Note to indebtedness and equity, on a dollar for dollar
basis, issued pursuant to the New Issue. In the event of such conversion,
Lender shall be entitled to all benefits of the New Issue, on a pari passu basis
with the other investors in the New Issue. In the event of such a conversion,
the Warrants shall be converted to the terms of the warrants, in form and
substance acceptable to Lender included within the New Issue. The number of
shares of New Issue warrants issued in the event of conversion shall be the
greater of (a) Warrants issued to Lender pursuant to the terms of this Agreement
as to such sums converted, or (b) warrants convertible into shares of Common
Stock which an investor in the New Issue who invests the converted sum would
receive. Should the New Issue occur, Borrower shall provide written notice
thereof and Holder shall, not less than (20) twenty days prior to the date the
New Issue must be closed, be provided notice and all relevant documents
comprising the New Issue. Holder shall, not less than five days prior to the
New Issue closing date notify the Borrower if it desires to convert the Note or
require repayment of the Note from the proceeds of the New Issue. In the event
Holder makes no election, the Loan Documents shall continue in full force and
effect. In the event of conversion, all unpaid interest and other sums due
under the Note, other than unpaid converted principal, shall be paid in full in
cash on the date conversion occurs. The right to convert shall expire when all
principal due pursuant to the Note is paid in full in conformance with the Loan
Documents. Borrower may not prepay the principal obligation arising under the
Note without the written consent of Holder. There shall be no penalty for
authorized prepayment of the Note. Nothing herein shall excuse the Borrower
from any payment or other obligations required under the terms of the Note or be
deemed a waiver of any right or remedy granted Lender in the Loan Documents,
including acceleration. A "Business Day" is any day that commercial banks are
permitted to be open for business in New York City, New York, U.S.A.
5. AGREEMENT TO ADVANCE. Upon Borrower's compliance with the requirements
of Lender set forth in this Agreement and subject by the terms and conditions
hereof, Lender shall advance to Borrower a total amount not to exceed two
million six hundred twenty-five thousand dollars and no cents ($2,625,000) in
increments as set forth below. Borrower agrees that advances of
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the Loan Amount shall be made only for the following purposes, in the following
increments, in compliance with the terms hereof:
a. Purchase Price - ninety percent of authorized,
issued Common Stock of Casino xx Xxxxxxxx
from the owner of Casino xx Xxxxxxxx $800,000
b. Recapitalization of Casino xx Xxxxxxxx $250,000
c. Recapture of costs incurred by Borrower
associated with Casino xx Xxxxxxxx $172,000
d. Acquisition fee - Florida Transaction $250,000
e. Funds to operate Florida Casino - Florida
Transaction $100,000
f. Money to fund the "cage" - Florida Transaction $100,000
g. Escrow Deposit with Sellers of Czech Casinos $525,000
h. General operations of Borrower and repayment
of $350,000 Senior Promissory Note $428,000
--------
6. CONDITIONS PRECEDENT FOR ADVANCES. Prior to any advance of a portion of
the Loan Amount, other than that sum designated for general requirements and
repayment of the $350,000 Senior Promissory Note (section 5(h)), the following
conditions shall be met:
a. A Certificate of the President of Borrower ("Certificate of
Borrower") in a form acceptable to Lender shall be delivered to
Lender wherein Borrower certifies as follows:
(i) That all documents and agreements requisite to such an
advance, including as to the Transaction for which such
advance is to be made, have been executed (or are ready
for execution) and that such sum is payable by Borrower.
(ii) That Borrower and any present or future, wholly or
partially owned subsidiary, direct or indirect, and/or
affiliate (collectively the "Affiliate" or the
"Affiliates") have complied with all documents and
agreements related to such an advance, including the Loan
Documents and documents related to such Transaction.
Affiliate shall not be construed to create personal
liability for individual officers, directors and/or
employees of the Borrower or any Affiliate.
Page 3
(iii) That there are no liens or encumbrances against assets
acquired by Borrower or Affiliates with the proceeds of
such advance, other than as granted to Lender in
connection herewith or consented to in writing by Lender.
(iv) That no default exists under the Loan Documents and that
no event has occurred as of such date that with the
giving of notice or otherwise would constitute an event
of default of the Loan Documents.
(v) That, to the actual knowledge of Borrower, Borrower
and/or Affiliates can perform all terms and conditions of
the Transaction as to which the advance is requested,
including those unrelated to the advance.
(vi) That all representations and warranties of Borrower in
the Loan Documents are true and correct at the time of
such request.
(vii) Borrower knows of no event or circumstance which makes it
unlikely that the Transaction can be successfully
completed and its business purpose achieved, as that
purpose is described in Exhibit "G" hereto.
b. All statements set forth in such Certificate of Borrower are true
and correct.
c. Any consents, certificates, approvals, permits, licenses, bonds,
agreements, releases, lien waivers, evidence of partial or final
completion, bills, invoices, receipts, subordinations,
affidavits, or such other documents as required by applicable law
or by the Loan Documents or as Lender may otherwise reasonably
require have been obtained.
d. In addition, as to the Zaragoza Transaction, the following shall
be delivered to Lender:
(i) By Borrower, documents evidencing that the bank guarantee
required to be provided in favor of the Provincial
Government of Aragon, Spain (the "DGA") in the sum of
approximately $7,000,000 as well as similar guarantees as
may be necessary with respect of other preferred
creditors, has been obtained on terms and conditions
acceptable to Lender, in Lender's sole and absolute
discretion.
(ii) An opinion from counsel to Lender domiciled in Spain in a
form acceptable to Lender that the Zaragoza Transaction
complies with all applicable laws, including those of the
province of Xxxxxxxx and the federal government of Spain
and the European Economic Community. This is for the
benefit of the Lender and may not be
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relied upon or required by Borrower. Lender may waive
such requirement at its sole discretion or may postpone
requesting such opinion to permit Lender to utilize
rights granted it in paragraph 9 hereto.
7. ADDITIONAL OBLIGATIONS. As soon as is reasonably possible following an
advance, Borrower shall, where permissible under applicable law, cause the
following to occur:
a. Delivery by Borrower to Lender of a guaranty of the Borrower's
obligations under the Loan Documents in a form reasonably
acceptable to Lender by every Affiliate involved in any manner in
any of the Transactions or by any entity created or acquired by
Borrower to facilitate any of the Transactions.
b. Delivery by Borrower to Lender in form and substance acceptable
to Lender of documents granting to Lender a perfected security
interest in all property of any kind or nature acquired with the
advances. Borrower shall cause any Affiliate which acquires
property with such advance to execute documents in a form and
substance acceptable to Lender which grant to Lender a first lien
and security interest in such property. Borrower shall execute
documents necessary to grant to Lender a first lien and security
interest in the capital stock of each Affiliate which benefits,
either directly or indirectly, from such an advance and shall
cause each Affiliate which benefits directly or indirectly, to
execute a security interest in each of their Affiliates and/or
assets acquired with such advances. This shall be construed as
broadly as possible in favor of Lender and shall include any
parent of any Affiliate that owns acquired property, any parent
of such parent, such that all direct or indirect subsidiaries of
Borrower involved in the Transaction are pledged to Lender. Such
entities shall also execute a guaranty of such indebtedness as a
component of such transaction. Borrower and such Affiliates
shall also take all steps necessary to perfect such security
interests in favor of Lender. Borrower acknowledges that this
includes, but is not limited to a security interest in the
following property if the advance related to such Transaction is
made:
(i) Promissory Note in the sum of $250,000 executed in favor
of Borrower by Boca Casino Cruises, Xxx.xx the Florida
Transaction.
(ii) The Casino Management Contract and Consulting Agreement
and cash flow resulting therefrom (Florida Transaction).
(iii) Sums escrowed by Borrower with sellers of property to
Borrower or Affiliate (Czech Transaction and Zaragoza
Transaction). Such escrow agreement shall also include
irrevocable provisions providing that such sums shall be
wire transferred to Lender in lieu of being returned to
Borrower or an Affiliate or agent of Borrower
Page 5
or Affiliate. Such sums shall be deemed a payment by
Borrower on the Note.
(iv) $100,000 cage cash - Florida Transaction
(v) Stock of Art Marketing, Ltd., a British Corporation, and
each Affiliate which holds assets, directly, or
indirectly, acquired pursuant to the Zaragoza
Transaction.
(vi) All real and personal property comprising Casino xx
Xxxxxxxx.
(vii) Bank Accounts of Borrower in Czech Republic.
8. ADVANCES.
a. Lender shall advance proceeds in compliance with the terms
hereof. All such advances shall be charged against the Note.
b. At least five (5) Business Days prior to the date on which each
advance is to be made, all documents, instruments, and writings
that may then be required by Lender shall be delivered to Lender.
The proceeds of each advance shall be applied solely to the
payment of those items set forth in such requisition and approved
by Lender. Any advances made by Lender prior to the fulfillment
by Borrower of any requirements of Lender or any condition
precedent set forth in this Agreement shall not be deemed a
waiver of Lender's right to have such requirement or condition
precedent fulfilled, including prior to advancing future Loan
Amounts. The failure to subsequently fulfill such requirements
or conditions precedent within the time period reasonably
required by Lender shall be deemed a default by Borrower. Lender
may, but shall not be obligated to, advance an amount that
exceeds the face amount of the Note.
c. Lender shall have no obligation to make any advance if, at the
time of such advance is to be made:
(i) Borrower is in default with respect to any provision of
the Loan Documents or of any instrument, document or
writing referenced herein.
(ii) Lender determines, in good faith, that Borrower is
incapable of performing under the terms of any of the
documents executed with respect to the Transaction
related to such advance.
(iii) Lender determines that Borrower cannot complete any of
the Transactions which are the purpose of this Agreement.
(iv) Lender determines Borrower cannot obtain funding for the
New Issue.
Page 6
(v) Lender has not approved the form of documents related to
the Transaction for which such advance is requested.
(vi) Lender does not approve of the Transaction for any
reason, in its sole discretion, as to which the advance
is requested.
(vii) Lender determines in good faith after consultation with
Borrower that Borrower has not fulfilled each of the
conditions precedent with respect to such advance.
d. Lender shall have no obligation, either express or implied, to
Borrower, or to any third parties to verify that advances made
pursuant to this Agreement are actually used for the purpose
herein. No party may be a third party beneficiary of this
Agreement.
e. Lender shall have no liability or obligation, either express or
implied, to Borrower or to any third parties, in connection with
the Transactions, except to advance monies as provided under this
Agreement. Further, Lender is not liable for the performance of
any other third parties nor for any failure of such party to
perform any obligations to Borrower. Nothing under this
Agreement shall be construed as a representation or warranty,
express or implied, on Lender's part, to any party, other than
Lender's representations to Borrower as set forth in paragraph 14
herein. Any advance made by Lender shall not be deemed an
agreement by Lender that Borrower is in compliance with this
Agreement, that Lender has determined that Borrower has so
complied or that any of those factors as set forth in paragraph
8(c) hereto are correct.
9. ZARAGOZA TRANSACTION. Borrower represents and agrees as follows:
Borrower intends to request an advance related to the Zaragoza Transaction
in the sum of $800,000, which advance is to be placed into a bank account in
Spain controlled only by Borrower. Should certain conditions occur, this money
is to be used to acquire ninety percent (90%) of the shares of Common Stock of
Casino de Xxxxxxxx XX from SR Xxxxxxx Xxxxxxx ("Xxxxxxx Stock"). Many terms and
conditions regarding the acquisition of the Xxxxxxx Stock as well as the
acquisition of a new casino in downtown Zaragoza have yet to be resolved.
Borrower shall only enter into the purchase and sale agreement required to
transfer the Xxxxxxx Stock and release the 120,000,000 Spanish pesetes
(approximately $800,000), to SR. Xxxxxxx or any other person or entity upon
obtaining the written approval of Lender to do so. The decision to provide such
approval shall be in the sole and absolute discretion of Lender. Further, at
any time prior to providing such approval, Borrower shall, upon written demand
to Borrower by Lender, withdraw such sums from such account in Spain or any
other account where sums are located and promptly repay such sums to Lender
within three (3) Business Days of receipt of such sums. Other sums requested
pursuant to the Loan Documents as to the Zaragoza Transaction, including for
recapitalization of Casino xx Xxxxxxxx ($250,000) and recapture of cost
associated with Casino xx Xxxxxxxx ($172,000) shall be
Page 7
advanced notwithstanding anything to the contrary herein, in the sole and
absolute discretion of Lender.
10. PAYMENTS. Borrower shall, until all obligations under the terms of the
Loan Documents are satisfied, on or before the 10th calendar day following each
three (3) calendar month period, with the first three month period to commence
as of October 1, 1997, pay or cause to be paid the sum equal to forty percent
(40%) of all cash received during that prior three (3) month period, if any, by
it or its wholly owned subsidiary, Tottenham & Co., d/b/a ART Marketing Ltd.
(the "Subsidiary") for services rendered by Borrower or the Subsidiary as to the
Boxer Casino located in the city of Gyandja (Azerbaijon Republic), including
pursuant to that Joint Activity Agreement dated March 31, 1997 by and between
Subsidiary and Mahmud Audiyev, provided that in no event shall such sum exceed
the unpaid principal balance of the Note, together with accrued unpaid interest
and other sums due Lender under the Loan Documents as of the date of such
payment. The payment shall be applied first to unpaid fees and expenses of
Lender arising in relation to the Loan Documents, next to unpaid interest and
then to unpaid principal. The entire unpaid principal balance under the Loan
Documents and all accrued unpaid interest therein is due and payable November 1,
1998 ("Final Maturity Date"). The obligation to pay and all obligations arising
under the Loan Documents are a general obligation of the Borrower and are not
limited to proceeds received from the operation of the Boxer Casino. All
payments to be made by Borrower to the Lender hereunder shall be made to the
Lender at 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx, Xxxxxx, Xxxxx 00000, (or to such
other address as Holder may notify the Borrower pursuant to Section 30 hereof)
not later than 4:00 p.m. Central Time on the date when due in lawful money of
the United States of America and immediately available funds. The Borrower will
promptly and punctually pay when due (whether on a scheduled payment date or at
maturity or upon the prepayment of such Note) the principal of and interest on
the Note, without any presentment thereof, directly to Holder of the Note, at
the address of such Holder shown in the register maintained by the Borrower for
such purposes or at such other addresses the Holder may from time to time
designate in writing to the Borrower or, if a bank account is designated in any
written notice to Borrower from such Holder, the Borrower will make such
payments by wire transfer or other immediately available funds to such bank
account, marked for attention as indicated, or in such other manner or to such
other account of the Holder in any bank in the United States of America as such
Holder may from time to direct in writing. The Holder of the Note agrees that
in the event it shall sell or transfer the Note it will, prior to the delivery
of the Note make a notation thereon of all principal, if any, prepaid on such
Note and will also note thereon the date to which interest has been paid on such
Note. Upon repayment in full of the Note, the Holder of the Note shall deliver
such Note to the Borrower for cancellation. Borrower shall not be charged a
penalty in the event of prepayment of the Note, to the extent such prepayment is
consented to in writing by the Holder.
11. WARRANTS. Immediately upon receipt of an advance, Borrower shall
execute a Warrant, in the form attached hereto as Exhibit C, permitting Lender
to acquire .1714 shares of Common Stock of Borrower for each dollar advanced.
12. CONFIRMATION OF RIGHTS. Lender shall have the right to exercise all
rights and remedies of Lender and/or any Holder under the Loan Documents and
under applicable law upon the occurrence of any default or event of default
under any of the Loan Documents and under any and all amendments or
modifications to any of the Loan Documents or to the terms thereof.
Page 8
13. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower represents, and
warrants to the Lender as follows:
a. ORGANIZATION. STANDING. ETC. Borrower is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite corporate power and
authority to own its assets and carry on its business as
presently conducted. Borrower has all requisite corporate power
and authority to (i) execute, deliver and perform its obligations
under the Loan Documents, (ii) issue and perform its obligations
under the Warrants, and (iii) execute, deliver and perform its
obligations under all other agreements and instruments executed
and delivered by it pursuant to or in connection with the Loan
Documents.
b. AUTHORIZATION AND EXECUTION; SHARES VALIDLY ISSUED. The
execution, delivery and performance by Borrower of the Loan
Documents and the issuance of the Warrants hereunder have been
duly and validly authorized and Borrower has the corporate power
and authority to execute, deliver and perform this Agreement and
execute the Loan Documents and issue the Warrants hereunder. The
Loan Documents have been duly authorized, executed, issued and
delivered by Borrower and constitute a valid and binding
agreement of Borrower enforceable in accordance with its terms
except to the extent enforceability may be limited by bankruptcy,
reorganization, insolvency or other laws affecting the
enforcement of creditor's rights generally or the availability of
equitable remedies subject to the discretion of the court.
c. CONTRAVENTION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby do not contravene or constitute a default under or violate
(i) any provision of applicable law or regulation the violation
of which would have a material adverse effect on Borrower or on
the Loan Documents or Warrants, (ii) the Articles of
Incorporation or Bylaws of Borrower, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding
upon Borrower or any of its assets or properties, the violation
of which would have a material adverse effect on Borrower or
result in the creation or imposition of any lien on any asset of
Borrower, on the Loan Documents or the Warrants.
d. LITIGATION, PROCEEDINGS, DEFAULTS. Other than a lawsuit
commenced by the Borrower against the State of Louisiana, Docket
No. 434,700-D, pending in East Baton Rouge Parish and the
proceeding by the NASDAQ Stock Market to delist the Common Stock
and warrants of the Borrower, there is no action, suit,
investigation or proceeding pending against, or to the knowledge
of the Borrower threatened against or affecting, Borrower or its
assets before or by any court or arbitrator or any governmental
body, agency, department, instrumentality or official. Borrower
is not in violation of its Articles of Incorporation or Bylaws,
and Borrower is not in violation of, or in default under any
provision of any applicable law or
Page 9
regulation or of any agreement, judgment, injunction, order,
decree or other instrument binding upon Borrower which violation
or default (i) would effect the validity of this Agreement, the
Note, or the Warrants or any other document or agreement executed
or to be executed by Borrower pursuant hereto or in connection
herewith, or (ii) would impair the ability of Borrower to perform
in any material respect the obligations which it has under the
Loan Documents or the Warrants, or any such other document or
agreement.
e. GOVERNMENTAL REGULATION. Except as required pursuant to the
Securities Act of 1933 as amended, (the "Act") and State
securities laws, Borrower is not subject to any Federal or State
law or regulation limiting its ability to execute the Loan
Documents or issue the Warrants.
f. CAPITALIZATION OF BORROWER. Borrower's authorized capital stock
consists of 50,000,000 shares of Common Stock. As of the date
of this Agreement, 3,044,286 shares of Common Stock were issued
and outstanding. All outstanding shares have been duly
authorized, validly issued and are fully paid and nonassessable.
Except with the Lender's prior consent, which shall not be
unreasonably withheld or delayed, and until the loan is repaid or
converted, and except as to the New Issue, the Borrower will not
issue additional rights, subscriptions, warrants, options,
conversion rights, or agreements of any kind to purchase from the
Borrower, or otherwise require the Borrower to issue, any shares
of capital stock of the Borrower nor issue additional securities
or obligations of any kind convertible into or exchangeable for
any shares of capital stock of the Borrower and the Borrower will
not be subject to any new obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its
capital stock, except for the Warrants, stock options under the
1993 Employee Stock Option Plan and up to 150,000 warrants to
Xxxxxxx Xxxxxxxxx Associates pursuant to an agreement for public
relations work.
g. OWNERSHIP OF PROPERTY. Borrower has good record title in fee
simple to, or valid and subsisting leasehold interests in, all
its real property, and good title to all its other property, in
each case which is necessary or useful in the conduct of its
business. Each lease agreement under which Borrower holds an
interest in leased property is in full force and effect.
h. DOCUMENTATION; NO MATERIAL MISSTATEMENTS. All of the necessary
documents related to the consummation of this transaction
requested by Lender have been provided by Borrower to the Lender
hereby and are true, correct and complete in all material
respects, and no written representation, warranty or statement
made by the Borrower in or pursuant to this Agreement contains or
will contain, when made, any untrue statement of a material fact
or omits or will omit to state any material fact necessary to
make such representation, warranty or statement not misleading to
a prospective purchaser of securities from Borrower, who is
seeking full information with respect to Borrower.
Page 10
i. ADDITIONAL REPRESENTATIONS, COVENANTS, AND AGREEMENTS.
Borrower further covenants and agrees:
(i) To perform all obligations under the documents related to
the Transactions, the Loan Documents and any instrument,
document, or writing referenced herein, and to promptly
pay when due, from proceeds of the Loan Amount or from
Borrower's separate funds, all other costs, charges, and
expenses incurred in connection with the Transactions.
(ii) To keep all property to be pledged to Lender pursuant to
the Loan Documents free and clear of any and all liens,
claims and encumbrances, other than those granted to
Lender, and except as are consented to in writing by
Lender.
(iii) That all properties, real or personal, of any kind or
nature, acquired pursuant to the Transactions, either
directly or indirectly, and all property owned by any
entity acquired pursuant to the Transactions, real or
personal, shall be subject to the first lien and security
interest of Lender, subject only to those encumbrances as
are consented to in writing by Lender.
(iv) That the monies to be advanced to Borrower under this
Agreement, together with other funds now available to
Borrower, are sufficient to meet the purposes as set
forth in this Agreement.
(v) That each advance made under this Agreement shall be used
solely for those uses as set forth herein.
(vi) That the property to be acquired pursuant to the
Transactions ("Property") is not now being used and to
the best of Borrower's knowledge has not been used in
violation of any federal, state, or local environmental
law, ordinance, or regulation; that Borrower has not
filed or been required to file any federal, state, or
local report of hazardous substances found or disposed on
any real property now owned by Borrower; that no
proceeding has been commenced or notice received
concerning any violation of any environmental law,
ordinance, or regulation; that to the best of Borrower's
knowledge the Property is free of underground storage
tanks, out-of-use transformers, hazardous, radioactive or
toxic wastes, contamination, oil, or other materials;
that the Property shall not be used in conjunction with
or for any activity involving, directly or indirectly,
the generation, treatment, storage, transportation,
manufacture, use or disposition of hazardous or toxic
chemicals, materials, substances, or waste of any kind;
that neither the Property, the soil making up the portion
thereof, nor the
Page 11
ground water thereunder making up any portion thereof
shall be contaminated so as to be subject to any
"clean-up", or similar requirement under any applicable
rule, requirement, regulation, ordinance, or law of
governmental authority that would in any way inhibit,
delay, or increase the cost of the improvement,
operation, or use of the Property; and that Borrower
shall not install, or allow to remain upon the Property,
any chemical, material, or substance, exposure to which
is prohibited, limited, or regulated by any federal,
state, or county, regional, or local authority, or which,
even if not so regulated, may or could pose a hazard to
the health and safety of the occupants of the Property,
to the owners of the properties adjacent to the Property,
or to any person.
(vii) To indemnify and hold harmless from any and all actions,
claims, demands, damages, costs, expenses, and other
liabilities, including without limitation attorney's
fees, that Lender may incur that in any way relate to or
arise out of this Agreement, the Loan Documents and the
Transactions, including without limitation those arising
out of the negligence of Lender, but not the gross
negligence, willful misconduct, fraud or violation of law
by Lender.
(viii) That this Agreement or any right or obligation that
Borrower has under this Agreement shall not be assigned
or transferred by Borrower without the express written
consent of Lender, and that Borrower and Borrower's
successors, and assigns shall be bound by this Agreement.
(ix) That each of the Transactions complies with all
applicable law.
14. REPRESENTATIONS AND WARRANTIES OF LENDER. The Lender represents and
warrants to Borrower as follows:
a. AUTHORIZATION AND EXECUTION. The Lender has full legal right,
power, and authority (including the due authorization by all
necessary partnership action) to enter into this Agreement and to
perform the Lender's obligations hereunder without the need for
the consent of any other person; and this Agreement has been duly
authorized, executed and delivered and constitutes the legal,
valid and binding obligation of the Lender enforceable against
the Lender in accordance with the terms hereof, except to the
extent enforceability may be limited by bankruptcy,
reorganization, insolvency or the laws affecting the enforcement
of creditor's rights generally or the availability of equitable
remedies subject to the discretion of the court.
b. FINANCIAL RISK. The Lender is in a financial position to hold
the Note until maturity and is able to bear the economic risk and
withstand a complete loss of investment in the Note.
Page 12
c. KNOWLEDGE AND EXPERIENCE. The Lender has such knowledge and
experience in financial and business matters that the Lender is
capable of evaluating the merits and risks of the prospective
investment in the Note and the Warrants and has the net worth to
undertake such risks.
d. ADVICE. The Lender has obtained, to the extent the Lender has
deemed necessary, legal and other professional advice and the
Lender's own personal professional advice with respect to the
risks inherent in the investment in the Note, and the suitability
of the investment in the Note and the Warrants in light of the
Lender's financial condition and investment needs.
e. SUITABLE INVESTMENT. The Lender believes that the investment in
the Note and the Warrants is suitable for the Lender based upon
the Lender's investment objectives and financial needs, and the
Lender has adequate means for providing for the Lender's current
financial needs and has no need for liquidity of investment with
respect to the Note.
f. RISK FACTORS. The Lender realizes that (i) the purchase of the
Note and the Warrants is a long term investment; (ii) the Lender
must bear the economic risk of investment until Note matures and
because the Note and the Warrants have not been registered under
the Securities Act, the Note, the Warrants and the Common Stock
for which the Warrants areexercisable cannot be sold unless each
is subsequently registered under the Act or an exemption from
such registration is available; and (iii) there is presently no
public market for the Note or the Warrants and the Lender may not
be able to liquidate the Lender's investment in the event of an
emergency or pledge the Note or the Warrants as collateral
security for loans.
g. OWN ACCOUNT. The Lender acknowledges that the Note and the
Warrants are being purchased for the Lender's own account and for
investment and without the intention of reselling or
redistributing the same, and that the Lender made no agreement
with others regarding any of such Note, and the Warrant.
h. NO AGREEMENTS. The Lender has no agreements (written or oral),
arrangements, understandings or commitments with any other
investor subscribing for Note or the Warrants in this private
placement of same.
i. ACCREDITED INVESTOR. The Lender is an "accredited investor" as
defined under Regulation D under the Act.
j. ENTITY REPRESENTATIONS. The Lender was not organized for the
specific purpose of acquiring the Note and has total assets in
excess of $5,000,000.
15. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that so long as
the Note
Page 13
shall be outstanding:
a. PRINCIPAL AND INTEREST. Borrower will pay or cause to be paid
punctually the principal of and interest on the Note at the times
and places and in the manner specified in the Note.
b. MAINTENANCE AND EXISTENCE. Borrower will at all times do or cause
to be done all things necessary to maintain, preserve and renew
its existence and its rights, patents and franchises.
c. COMPLIANCE WITH LAWS. Borrower will comply in all material
respects with all applicable laws, rules, regulations, and orders
of the United States of America and of all foreign countries and
of any state or municipality, and of any instrumentality or
agency of any thereof (including applicable statutes,
regulations, orders and restrictions relating to equal employment
opportunites and environmental standards or controls) in respect
of the conduct of business and the ownership of property by
Borrower.
d. INSURANCE. Borrower will maintain adequate insurance with
financially sound and reputable insurance companies in such
amounts and covering such risks as is customarily carried by
companies engaged in similar businesses and similarily situated
as Borrower. Borrower shall notify Lender of any cancellations
or material changes within five (5) Business Days of notice of
such cancellation or change to the Borrower.
e. TAXES, ASSESSMENTS AND OTHER CHARGES. Borrower will pay
punctually and discharge when due and payable: (i) all taxes,
assessments and other governmental charges levied or imposed upon
it or upon its income, profits, or properties and (ii) all claims
(including, without limitation, claims for labor, materials,
supplies, or services) which might, if unpaid, become a lien upon
any property of Borrower, except those which the Borrower is
disputing in good faith and which dispute is being prosecuted in
good faith, so long as such process does not endanger the ability
of Borrower to perform its obligations herein.
f. INDEBTEDNESS. Borrower will pay punctually and discharge when due
and payable any indebtedness heretofore or hereafter incurred or
assumed by it and discharge, perform and observe the covenants,
provisions and conditions to be discharged, performed and
observed on the part of Borrower in connection therewith, or in
connection with any agreement or other instrument relating
thereto.
g. BOOKS. Borrower will keep at all times proper books of record and
account in which full, true and correct entries will be made of
its transactions in accordance with applicable generally accepted
accounting principles.
h. STATEMENTS, REPORTS AND CERTIFICATES TO BE DELIVERED BY THE
BORROWER. From the date hereof and so long as the Lender shall
hold the Note,
Page 14
Borrower will deliver to Lender at the address shown in the
register maintained by Borrower the following:
(i) QUARTERLY FINANCIAL STATEMENTS. As soon as reasonably
possible, and in any event within 45 days after the close
of each of the first three fiscal quarters of Borrower in
each fiscal year, (1) the unaudited balance sheet of the
Borrower as of the end of such period, setting forth in
comparative form the corresponding figures for the
corresponding quarter of the preceding fiscal year, and
(2) the unaudited statements of income and retained
earnings and cash flows of the Borrower for each quarter
and for the portion of the fiscal year ended with such
quarter and setting forth in comparative form the
corresponding figures for the corresponding periods of
the preceding fiscal year, all in reasonable detail and
certified by a principal financial officer of Borrower
subject to year-end audit adjustments.
(ii) BOXER CASINO. Not later than the fifteenth (15) day
following the end of each calendar quarter , an unaudited
statement of income and expenses for the prior month of
the Boxer Casino shall be provided to the Lender and for
any other entity or enterprise acquired or commenced
pursuant to a Transaction.
(iii) OTHER REPORTS AND STATEMENTS. Promptly upon the mailing
to its equity holders of each annual report or other
report or communication, a copy of each such report or
communication; and promptly upon any filing by Borrower
with the Securities and Exchange Commission, or any
governmental agency or agencies substituted therefor, or
with any national securities exchange, of any annual or
periodic or special report or registration statement, a
copy of such report or statement.
(iv) CERTIFICATE OF DEFAULT. Deliver to the Lender, forthwith
upon becoming aware of any default or defaults in the
performance of any covenant, agreement or condition
contained in the Loan Documents (including notice of any
event which with the giving of notice, lapse of time or
both would become an Event of Default), an Officer's
Certificate specifying such default or Event of Default.
(v) ADDITIONAL INFORMATION. Such other data and information
as from time to time may be reasonably requested by the
Lender.
i. OTHER DOCUMENTS. Borrower will comply will all other covenants,
representations, warranties, terms and obligations of the Loan
Documents and all other documents executed pursuant to the terms
hereof or to the Loan Documents.
Page 15
16. NEGATIVE COVENANTS. Borrower covenants and agrees that so long as the
indebtedness under the Loan Documents shall be outstanding (without the prior
written consent of Lender):
a. GUARANTEES. Borrower will not guarantee, directly or indirectly,
any obligation or indebtedness of any other Person, other than
any guarantee made with respect to the contemplated Czech
Transaction or the Xxxxxxxx Transaction, which guarantee shall be
on terms reasonably acceptable to Holder. "Person" shall include
any individual, a corporation, a partnership, a business entity,
or a government, foreign or domestic, or any agency or political
subdivision thereof.
b. DISTRIBUTIONS. Borrower will not declare, pay, or set apart any
funds for the payment of any distribution to any shareholder,
make any distribution in respect of equity interests, or redeem,
repurchase or effect any other sale or exchange upon any equity
interest in Borrower. The exercise of issued and outstanding
warrants shall not be deemed to be a redemption or repurchase.
c. MERGER AND CONSOLIDATION. Borrower will not consolidate with or
merge into any other entity.
d. DISPOSITION OF ASSETS. Borrower will not sell, assign, lease,
transfer or otherwise dispose of all or any material portion of
its properties or assets to any third party, in any transaction
or series of transactions.
e. SENIOR DEBT. Subsequent to the date hereof, Borrower will not
incur, create, assume or at any time become liable, contingently
or otherwise, for any borrowed or other indebtedness that is
senior in right of payment to the obligations created herein,
other than that expressly consented to in writing by Lender.
Nothing herein shall be construed to permit the issuance of any
indebtedness that would be secured by any collateral granted to
the Lender to secure the terms hereof other than as expressly
consented to in writing by Holder.
17. EVENT OF DEFAULT. An Event of Default shall mean the occurrence or
existence of any one or more of the following events, whether such occurrence is
voluntary or involuntary or comes about or is effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental authority:
Events of Default include the following:
a. The Borrower shall fail to pay the principal of, or interest due
on the Note, as and when due and payable, which failure shall
continue for a period of ten (10) days;
b. The Borrower shall fail to perform or observe any term, covenant,
or agreement contained in the Loan Documents or any document
related thereto, which failure shall continue for a period of ten
(10) days after Lender gives Borrower notice of such failure;
Page 16
c. The occurrence of a default under any documents or instruments
guaranteeing, evidencing, securing or pertaining to the
indebtedness evidenced hereby or the failure of any such
documents to remain in full force and effect;
d. If any representation, warranty or other statement of fact, in
the Loan Documents or in any writing, certificate, report or
statement at any time furnished by Borrower or any other party
obligated in relation hereto to Lender pursuant to or in
connection thereto shall be false or misleading in any material
respect; or
e. The Borrower or any other parties obligated in relation hereto
admits in writing its inability to pay debts generally as they
become due; files a petition for relief under the bankruptcy laws
or a petition to take advantage of any insolvency act; makes an
assignment for the benefit of creditors; commences a proceeding
for the appointment of a receiver, trustee, liquidator or
conservator of itself or the whole or any substantial part of its
property; files a petition or answer seeking reorganization or
arrangement or similar relief under the Federal Bankruptcy Law or
any other applicable law or statute of the United States of
America or any State or any foreign jurisdiction; is adjudged a
bankrupt or insolvent, or a court of competent jurisdiction shall
enter any order, judgment or decree appointing a receiver,
trustee, liquidator or conservator of Borrower or such party or
of the whole or any substantial part of the property of Borrower
or such party or approves a petition filed against a Borrower or
such party seeking reorganization or similar relief under the
Federal Bankruptcy Laws or any other applicable law or statute of
the United States of America or any State or foreign
jurisdiction; or if, under the provisions of any other law for
the relief or aid of Borrower or such party, a court of competent
jurisdiction shall assume custody or control of Borrower or such
party or the whole or any substantial part of its property; or if
there is commenced against Borrower or such party any proceeding
for any of the foregoing relief; or if Borrower or such party, by
any act indicates its consent to approval of, or acquiescence in
any such proceeding; Borrower or such party generally, does not
pay or shall be unable to pay, its debts as such debts become
due; or
f. If any creditor of Borrower for any reason whatsoever hereafter
shall accelerate payment in whole or in part of any outstanding
material obligation owed to it by Borrower under any agreement or
arrangement due to a default or an event of default by the
Borrower, or if any judgment against Borrower or any execution
against any property of Borrower or any amount remains unpaid,
unstayed or undismissed for a period in excess of ten (10) days;
or
g. If Borrower shall cease to exist.
Page 17
It is understood and agreed that time is of the essence of the Note. If an
Event of Default exists, then all amounts under the Note at the time outstanding
shall immediately become due and payable, together with interest accrued thereon
without presentment, demand, protest or notice of any kind, including notice of
intent to accelerate the payment of the unpaid balance of the Note or in any
other Loan Document or of notice of acceleration, all of which are hereby waived
by the Borrower. Any Holder of the Note and of rights under the Loan Documents
may also proceed to protect and enforce its rights either by suit in equity
and/or by action at law, or by other appropriate proceedings, whether for the
specific performance (to the extent permitted by law) of any covenant or
agreement contained in such Loan Documents, or in aid of the exercise of any
power granted in such Loan Documents, or may proceed to enforce the payment of
such Loan Documents or to enforce any other legal or equitable right of the
holder of such Loan Documents.
18. SECURITIES LAWS RESTRICTIONS. The Lender acknowledges the Note and the
Warrants will not be sold or assigned unless the Lender shall have obtained (i)
an opinion of counsel satisfactory to the Borrower that such proposed
disposition or transfer lawfully may be made without the registration of such
Note or Warrants pursuant to the Act and applicable state securities laws, or
(ii) such registration.
19. LEGEND ON NOTE. The Lender acknowledges that the Note and the Warrants
will each bear a legend conspicuously endorsed reading substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.
20. WAIVER OF CLAIMS. Borrower warrants and represents to Lender that as of
the date hereof the Note is subject to no credits, charges, claims, or rights of
offset or deduction of any kind or character whatsoever; and the Borrower
releases and discharges Lender from any and all claims and causes of action,
whether known or unknown and whether now existing or hereafter arising,
including, without limitation, any usury claims, that have at any time been
owned, or that are hereafter owned by Borrower and that arise out of or are
related to the execution, delivery and performance of the Loan Documents.
21. FINAL MATURITY DATE. The entire unpaid principal balance of the Note
and all accrued unpaid interest therein is due and payable on the Final Maturity
Date.
22. COSTS AND EXPENSES. Borrower agrees to pay all costs and expenses
incurred by Lender in connection with the execution and consummation of this
Agreement, including, without limitation, the documented fees and expenses of
Lender's counsel.
23. CONTINUED EFFECT. Except to the extent amended hereby or in
connection herewith, all terms, provisions, and conditions of the Loan Documents
shall remain enforceable and binding in accordance with their respective terms.
Page 18
24. GOVERNING LAW. The terms and provisions hereof shall be governed by and
construed in accordance with the laws of the State of New York.
25. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and each
of the parties hereto hereby represents, warrants, and covenants to the other
that the persons executing this Agreement on behalf of such party have full
authority, power, and authorization to execute such document and to bind its
principal.
26. ENTIRE AGREEMENT. This Agreement supersedes all prior oral and
written agreements and understandings of the parties hereto with respect to the
subject matter hereof.
27. HEADINGS. The headings of the sections and subsections hereof are
inserted as a matter of convenience and for reference only and in no way define,
limit or describe the scope of this Agreement or the meaning of any provision
hereof.
28. WAIVERS. The failure of any party to act to enforce rights hereunder
shall not be deemed a waiver and shall not preclude enforcement of any rights
hereunder. No waiver of any term or provision of this Agreement on the part of a
party shall be effective for any purpose whatsoever unless such waiver is in
writing and signed by such party.
29. INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the terms hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision there shall be added
automatically as a part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable, which provision shall be consistent with the
intent of the parties hereto.
30. NOTICES. Any request, demand, authorization, direction, notice,
consent, waiver, instruction, document or other communication provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
shall be sufficient for every purpose hereunder if in writing and mailed,
registered or certified mail, postage prepaid or delivered by facsimile or
telecopier (if confirmed), as follows:
If to Borrower, to:
Trans World Gaming Corp.
Xxx Xxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxxx
Telecopy No.: 000-000-0000
With copies to:
Page 19
Elias, Matz, Xxxxxxx & Xxxxxxx L.L.P.
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
12th Floor
Attn: Xxxxxxx X. Xxxxxxx
Telecopy No.: 000-000-0000
If to Lender, to:
Value Partners, Ltd.
0000 Xxxx Xxxxxx
Xxxxx 0000 Xxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxx
Telecopy No.: 000-000-0000
With copies to:
Bergman, Yonks, Xxxxx & Bird L.L.P.
0000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxx
Telecopy No.: 000-000-0000
or to such other address as Lender may from time to time direct. Any notice to
a Holder, (other than Lender), shall be sufficiently given if in writing and
mailed, registered or certified mail, postage prepaid, to such address as Holder
shall from time to time direct in writing.
31. ATTORNEY'S FEES. In the event attorneys' fees or other costs are
incurred to secure performance of any of the obligations herein provided for, or
to establish damages for the breach thereof, or to obtain any other appropriate
relief, whether by way of prosecution or defense, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred therein.
32. FURTHER ASSURANCES. Each party hereto agrees to execute any and all
documents, and to perform such other acts, whether before or after closing, that
may be reasonably necessary or expedient to further the purposes of this
Agreement or to further assure the benefits intended to be conferred hereby.
33. TITLE TO THE SHARES. Upon the exercise of the Warrants and the
consequent issuance of the shares of Common Stock to the Lender, the Lender will
receive the entire legal and beneficial interest in the shares of Common Stock
free and clear of all liens, claims and encumbrances.
34. NOTICE OF INVALIDITY OF ORAL AGREEMENTS. THIS WRITTEN AGREEMENT, THE
LOAN DOCUMENTS, AND ALL EXHIBITS HERETO REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT
Page 20
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
35. USURY. All agreements between Borrower and Lender, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of demand or acceleration of the Final
Maturity Date. or otherwise, shall the interest contracted for, charged,
received, paid or agreed to be paid to Lender exceed the maximum amount
permissible under the laws of the State of New York (hereinafter the "Applicable
Law"). If, from any circumstance whatsoever, interest would otherwise be payable
to Lender in excess of the maximum amount permissible under the Applicable Law,
the interest payable to Lender shall be reduced to the maximum amount
permissible under the Applicable Law, and if from any circumstance Lender shall
ever receive anything of value deemed interest by the Applicable Law in excess
of the maximum amount permissible under the Applicable Law, an amount equal to
the excessive interest shall be applied to the reduction of the principal hereof
and not to the payment of interest, or if such excessive amount of interest
exceeds the unpaid balance of principal hereof, such excess shall be refunded to
Borrower. All interest paid or agreed to be paid to Lender shall, to the extent
permitted by the Applicable Law, be amortized, prorated, allocated and spread
throughout the full period (including any renewal or extension) until payment in
full of the principal so that the interest hereon for such full period shall not
exceed the maximum amount permissible under the Applicable Law. Lender expressly
disavows any intent to contract for, charge or receive interest in an amount
which exceeds the maximum amount permissible under the Applicable Law. This
paragraph shall control all agreements between Borrower and Lender.
36. COUNTERPARTS. This Agreement may be executed in separate or multiple
counterparts by the parties, and all of such counterparts shall be considered as
one and the same instrument notwithstanding the fact that various counterparts
are signed by only one or more of the parties, and all of such Agreements shall
be deemed but one and the same Agreement.
Page 21
EXECUTED as of the date first above written.
LENDER:
VALUE PARTNERS, LTD.
By: Xxxxxx Xxxxx Partners,
a Texas general partnership
General Partner
By:
---------------------------------------
Xxxxxxx X. Xxxxx
Its: General Partner
BORROWER:
TRANS WORLD GAMING CORP.,
A NEVADA CORPORATION
By:
---------------------------------------
Its:
---------------------------------------
Page 22
