EXHIBIT 10.144
COLLATERAL RELEASE AGREEMENT DATED SEPTEMBER 30, 1996
BETWEEN THE REGISTRANT AND NG MAN SUN
COLLATERAL RELEASE AGREEMENT
This Collateral Release Agreement (the "Agreement") is made this --th day
of September 1996, by and between Xxxx Xxxxxxx'x XX Inc, a Colorado corporation
("Xxxx") and Xx. Xx Man Sun, doing business as Dragon Sight International
Amusement (Macau) Company ("Dragon").
WHEREAS, on May 1, 1995, Xxxx and Dragon Sight International Amusement
(Macau) Company ("Dragon") entered into an Asset Purchase Agreement (the
"Purchase Agreement") pursuant to which Xxxx purchased from Dragon a Net Profits
Interest (as defined in the Purchase Agreement); and,
WHEREAS, a closing of the Asset Purchase Agreement occurred on May 23,
1995; and,
WHEREAS, the consideration delivered to Dragon in the purchase of the Net
Profits Interest consisted of, among other things, a promissory note in the
principal amount of US$3,000,000 (the "Note") and a security agreement of the
same date ("Security Agreement") conveying to Dragon a security interest in
certain securities owned by Xxxx consisting of 250,000 shares of Series B
Preferred Stock of NuOasis Gaming Inc. (the "NuOasis Shares" or "Original
Collateral"); and,
WHEREAS, in a Collateral Substitution Agreement dated on or about December
31, 1995 Xxxx and Dragon agreed to a substitution of certain other assets of
Xxxx more particularly described in Exhibit "A" hereto (the "New Collateral")
for the NuOasis Shares as substitute collateral for the Note and the Security
Agreement.
WHEREAS, the Note has been paid in full and Xxxx and NuOasis International,
Inc., the current obligor under the Note, each desire a written release of the
security interest granted by Xxxx in the New Collateral to Dragon.
NOW, THEREFORE, in consideration of and in reliance on the mutual promises
and representations and warranties contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Dragon and Xxxx agree as follows:
1. Release of Substitute Collateral
Dragon hereby releases any and all claims which it may have to (a) Ten
Thousand (10,000) shares of no par value common stock of Fantastic
Foods International Inc., a California corporation ("Fantastic
Shares"), (b) Six Million (6,000,000) New Class D Warrants to Purchase
Common Stock of NuOasis Gaming Inc., a Delaware corporation (the
"NuOasis New Class D Warrants"), and (c) One Million (1,000,000) shares
of capital stock of Cleopatra Palace Limited, a corporation organized
under the laws of Ireland ("Cleopatra Shares"), (collectively referred
to herein as the "New Collateral"), pursuant to the Collateral
Substitution Agreement and Note and Security Agreement, or otherwise,
and hereby conveys and delivers to Xxxx, to have and to hold forever,
all of Dragon's security interest in the New Collateral, and any claims
of Dragon related to the New Collateral. And, Dragon warrants that it
has the power and authority, and does hereby transfer same to Xxxx,
free and clear of all liens and encumbrances.
2. No Prior Encumbrances or Assignment
Dragon represents and covenants that it has not assigned, pledged or
otherwise in any manner whatsoever conveyed or transferred to any third
party, including Silver Faith Holdings Limited, the New Collateral, or
any security interest therein, either by instrument in writing or
otherwise.
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4. Transfer of New Collateral by Dragon
Dragon agrees to transfer to Xxxx, or its designee(s), the New
Collateral pursuant to the following terms and conditions:
A) Assignment. Dragon will deliver certificates and other
appropriate documents evidencing Dragon's security interest
in the respective securities comprising the New Collateral,
together with properly signed and guaranteed stock powers,
if applicable. Such assignment shall be made on an
assignment separate from such certificates at Closing.
B) Authority to Transfer. Dragon represents and warrants that
it has full legal power, right and authority to enter into
this Agreement and to convey the New Collateral, as provided
herein, free and clear of encumbrances, and that duly
authorized corporate action, if appropriate, has or will be
taken by Dragon prior to the date of Closing.
5. Effective Date and Closing
It is mutually understood and agreed that this Agreement may require
the consent and execution of third parties, and, as a result, effecting
the release of the New Collateral ("Closing") may take up to 60 days
from the date hereof. Notwithstanding the actual date of Closing, the
effective date of this Agreement shall be the date first written above
("Effective Date").
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6. No Detrimental Releases
Dragon and Xxxx expressly acknowledge and agree that before executing
this Agreement, each party hereto has been fully informed of the terms,
contents, conditions and effects of this Agreement; that in executing
this Agreement and negotiating the terms thereof, each has had the
benefit of the advise of attorneys of its own choosing; and, that no
promise or representation of any kind has been made to any party by
another party hereto, or anyone acting for them, except as it expressly
stated in this Agreement.
7. Miscellaneous
A. Survival of Representations and Warranties. All
representations, warranties, and covenants made by any party
in this Agreement shall survive the Closing hereunder and
the consummation of the transactions contemplated hereby for
three (3) years from the Closing Date. Dragon and Xxxx are
executing and carrying out the provisions of this Agreement
in reliance on the representations, warranties, and
covenants and agreements contained in this Agreement or at
the Closing of the transactions herein provided for
including any investigation upon which it might have made or
any representations, warranty, agreement, promise, or
information, written or oral, made by the other party or any
other person other than as specifically set forth herein.
B. Costs and Expenses. Each party shall bear its share of all
costs and expenses incurred in this proposed exchange and
transfer.
C. Further Assurances. At any time and from time to time, after
the effective date, each party will execute such additional
instruments and take such action as may be reasonably
requested by the other party to confirm or perfect title to
any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
D. Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this
Agreement to enforce at any time any of the provisions of
this Agreement shall in no way be construed to be a waiver
of any such provision or a waiver of the right of such party
thereafter to enforce each and every such provision. No
waiver of any breach of or non-compliance with this
Agreement shall be held to be a waiver of any other or
subsequent breach or non-compliance.
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E. Notices. All notices and other communications hereunder
shall either be in writing and shall be deemed to have been
given if delivered in person, sent by overnight delivery
service or sent by facsimile transmission, to the parties
hereto, or their designees, as follows:
To Dragon: Dragon Sight International Amusement
(Macau) Company
Room 0000, Xxxxxxx Xxxxxx
3/F Shun Tak Centre
000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxx Xxxx
Telephone: 000-000-0-000-0000
Facsimile: 011-852-2-540-5020
To Xxxx: Xxxx Xxxxxxx'x XX Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
F. 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.
G. Counterparts. 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.
H. Governing Law. Notwithstanding that this Agreement was
negotiated and is being contracted for in Macau and any
conflict-of-law provision to the contrary, the Agreement
shall be governed by the laws of the United States, State of
California.
I. Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties,
their respective heirs, administrators, executors,
successors, and assigns.
J. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and
all prior agreements, arrangements, or understandings
between the parties relating to the subject matter of this
Agreement. No oral understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist.
No representations, warranties, covenants, or conditions,
express or implied, other than as set forth herein, have
been made by any party.
K. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
L. Amendment. This Agreement may be amended only by a written
instrument executed by the parties or their respective
successors or assigns.
M. Facsimile Counterparts. A facsimile, telecopy or other
reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered
by facsimile of similar instantaneous electronic
transmission device pursuant to which the signature of or on
behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all
parties agree to execute an original of this Agreement as
well as any facsimile, telecopy or other reproduction
hereof.
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N. Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
"Xxxx"
XXXX XXXXXXX'X XX INC.
a Colorado corporation
/s/ Xxxx X. Xxxx
By:-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Executive Officer
Ng Man Sun , doing business as
DRAGON SIGHT INTERNATIONAL AMUSEMENT
(MACAU) COMPANY
/s/ Ng Man Sun
---------------------------------------
Ng Man Sun
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EXHIBIT "A"
to the
Collateral Release Agreement
dated September ---, 1996
NEW COLLATERAL
- Ten Thousand (10,000) shares of common stock of Fantastic
Foods International Inc., a California corporation,
Certificate No. 1, issued June 29, 1993 (the "Fantastic
Shares").
- Six Million (6,000,000) New Class D Warrants to Purchase
Common Stock of NuOasis Gaming Inc., a Delaware corporation,
Certificate No. NWD001 (the "NuOasis New Class D Warrants").
- One Million (1,000,000) shares of capital stock of Cleopatra
Palace Limited, a corporation organized under the laws of
Ireland, Certificate No. (the "Cleopatra Shares").
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