EXHIBIT 10.160
NuOasis International Inc.
00 Xxxxxxxxx Xxxxxx x Xxxxxx, Xxxxxxx
Telephone (000) 00-000-000-0000 o Facsimile (000) 00-000-000-0000
October 27, 1996
Board of Directors
Grand Hotel Krasnopolsky X.X.
XXX 0 - 0000 XX
Xxxxxxxxx
The Netherlands
RE: Purchase of shares of capital stock of 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, NuOasis
International Inc., a corporation organized under the laws of the Commonwealth
of the Bahamas ("NuOasis") and a wholly-owned subsidiary of Xxxx Xxxxxxx'x XX
Inc., a corporation organized under the laws of the United States ("Xxxx"), 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
transaction (the "Transaction") whereby NuOasis will purchase and acquire from
GHK for the consideration specified herein, shares of GHK capital stock equal to
US$2,500,000 ("GHK Shares"), all upon and subject to the following terms and
conditions.
This Agreement is made and entered into by NuOasis and GHK based upon the
following facts:
1. GHK is in the business of owning and operating hotel and restaurant
properties; it is a publicly-held corporation whose shares are traded
in the Amsterdam Stock Exchange; and, it desires to expand its hotel
and food service activities outside The Netherlands and to diversify
into other hospitality and leisure-based activities including but not
limited to casino gaming.
2. NuOasis is the international hotel and casino gaming subsidiary of
Xxxx, and it is engaged in the purchase, development and operation of
casino gaming and hotel properties outside of the United States.
3. Xxxx is a publicly-held corporation whose shares are traded on the
United States Over-the-Counter Market. As a result of a sale of a
casino gaming property NuOasis has the right to shares of common stock
of Xxxx, and it desires to reinvest such shares by making an equity
investment in a hotel management-related business.
4. Simultaneously with the execution of this Agreement Xxxx and GHK have
agreed to enter into a joint venture for the purchase, development and
operation of hotel and casino gaming properties and, in furtherance of
such joint venture, Xxxx and GHK desire to acquire equity interests in
each other.
Based upon these facts, and the representations and warranties contained herein,
our agreement is as follows:
1. Principal Purchase Terms
Subject to the satisfaction (or waiver) of the terms and conditions
contained herein, at the Closing GHK will sell, issue and deliver to
NuOasis (or its designee), and NuOasis (or its designee) will purchase
and acquire from GHK, the GHK Shares for and in consideration of shares
of common stock of Xxxx having an equivalent Market Value on the date
of Closing of US$2,500,000 (the "Xxxx Shares").
2. Closing
The closing of this Transaction (the "Closing") shall occur at the
office of GHK, or such other location and at such time or date as the
parties hereafter may mutually agree following the execution hereof,
but no later than November 15, 1996. At Closing NuOasis shall deliver
the Xxxx Shares to GHK and GHK shall deliver the GHK Shares to NuOasis
along with other documents, affidavits and investment letters
reasonably requested by the delivering party.
3. Representations and Warranties of GHK
In connection herewith, and as an inducement to NuOasis to enter into
this Agreement, GHK confirms that:
A. The GHK Shares. The GHK Shares, when delivered, will be free
and clear of liens, claims and encumbrances; that GHK has all
necessary right and power to enter into this Agreement and to
cause the issuance of the GHK Shares to NuOasis as
contemplated herein; and, that any necessary approval by
regulatory authorities, shareholders of GHK or third parties
will be obtained by GHK prior to Closing.
B. Status of GHK. GHK is duly organized, validly existing, and in
good standing under the laws of The Netherlands and, that
there has been no material change in GHK's financial condition
as reflected in Schedule "1" attached hereto (the "GHK
Financials").
C. Authorized Share Capital of GHK. The capitalization of GHK, as
of the date hereof, consists of Twenty Million Dutch Guilders
(f20,000,000), comprised of One Million (1,000,000) ordinary
shares of a nominal value of f20.00 per share, of which no
more than 224,587 shares are presently issued and outstanding.
D. Compliance with Laws, Rules and Regulations. GHK is in
compliance with all applicable laws, rules and regulations,
relating to its business and its listing on the Amsterdam
Stock Exchange, except to the extent that non-compliance would
not materially and adversely affect the business, operations,
properties, assets, general financial condition or the listing
of its shares.
E. Conduct of Business. Since December 31, 1995, except as set forth
in Schedule "2" attached hereto, as may be amended from time to
time prior to Closing ("Recent Developments"), GHK has not (i)
discharged or satisfied any liens other than those securing, or
paid any obligation or liability other than current liabilities
shown on the GHK Financials and current liabilities incurred
since the date of the GHK Financials, in each case in the usual
or ordinary course of business, (ii) mortgaged, pledged or
subjected to lien any of their tangible or intangible assets
(other than purchase money liens incurred in the ordinary course
of business for such assets not yet paid for), (iii) sold,
transferred or leased any of its assets except in the usual and
ordinary course of business, (iv) canceled or compromised any
material debt or claim, or waived or released any right of
material value, (v) suffered any physical damage, destruction or
loss (whether or not covered by insurance) materially adversely
affecting its properties, business or prospects, (vi) entered
into any transaction other than in the usual and ordinary course
of business.
4. Representations and Warranties of NuOasis and Xxxx
In connection herewith, and as an inducement to GHK to enter into this
Agreement, NuOasis and Xxxx confirm that:
A. The Xxxx Shares. The Xxxx Shares, when delivered, will be free
and clear of liens, claims and encumbrances; that NuOasis has all
necessary right and power to enter into this Agreement and to
cause the transfer of the Xxxx Shares to GHK as contemplated
herein; and, that any necessary approval by regulatory
authorities, shareholders of NuOasis, Xxxx or third parties will
be obtained prior to Closing.
B. Status of Xxxx. Xxxx is duly organized, validly existing, and in
good standing under the laws of the United States, state of
Colorado and, except as disclosed to GHK in writing prior to
Closing, there has been no material change in Nona's financial
condition as reflected in Schedule "3" attached hereto (the "Xxxx
Financials").
C. Authorized Share Capital of Xxxx. The capitalization of Xxxx, as
of the date hereof, consists of Fifty Million (50,000,000) shares
of authorized common stock, US$.01 par value, of which no more
than Forty Four Million (44,000,000) shares are presently issued
and outstanding.
D. Compliance with Laws, Rules and Regulations. Xxxx and NuOasis are
in compliance with all applicable laws, rules and regulations,
relating to their business and Nona's listing on the United
States Over-the-Counter Market, except to the extent that
non-compliance would not materially and adversely affect their
business, operations, properties, assets, general financial
condition or the listing of Nona's shares.
E. Conduct of Business. Since December 31, 1995, except as set forth
in Schedule "4" attached hereto, as may be amended from time to
time prior to Closing ("Recent Developments"), Xxxx has not (i)
discharged or satisfied any liens other than those securing, or
paid any obligation or liability other than current liabilities
shown on the Xxxx Financials and current liabilities incurred
since the date of the Xxxx Financials, in each case in the usual
or ordinary course of business, (ii) mortgaged, pledged or
subjected to lien any of their tangible or intangible assets
(other than purchase money liens incurred in the ordinary course
of business for such assets not yet paid for), (iii) sold,
transferred or leased any of its assets except in the usual and
ordinary course of business, (iv) canceled or compromised any
material debt or claim, or waived or released any right of
material value, (v) suffered any physical damage, destruction or
loss (whether or not covered by insurance) materially adversely
affecting its properties, business or prospects, (vi) entered
into any transaction other than in the usual and ordinary course
of business.
5. Indemnification
Each party agrees to indemnify and hold the other harmless for two (2)
years following the date of Closing against and in respect of any
liability, damage, or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses resulting from any
misrepresentations, breach of covenant or warranty, or from any
misrepresentation contained herein or any certificate furnished as part
of the transaction contemplated herein.
6. Conditions Precedent to Closing
The obligations of NuOasis and GHK to effect a Closing hereunder are
subject to (a) the acceptance of the Transaction by the Board of
Directors of the respective parties, and (b) the execution and delivery
by all parties of one original of this Agreement prior to November 15,
1996, without which this Agreement may be terminated without penalty to
such terminating party.
7. Additional Documents
Each party agrees to execute such additional instruments and take such
action as may be reasonably requested by the other party to effect the
Transaction, or otherwise to carry out the intent and purposes of this
Agreement.
8. 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: Xxxx Xxxxxxx'x XX Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx, XXX
Telephone: (000) 000-0000
Facsimile: (000) 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
9. 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.
10. Applicable Law
This Agreement was negotiated and shall be constructed under and
governed by the laws of the Commonwealth of the Bahamas,
notwithstanding any conflict-of-law provision to the contrary.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
By: /s/ Xxxx X. Xxxx
-----------------------------
Name: Xxxx X. Xxxx
Xxxx Xxxxxxx'x XX Inc.
By: /s/ Xxxx X. Xxxx
-----------------------------
Name: Xxxx X. Xxxx
ACCEPTED AND AGREED
THIS 27th DAY OF October 27 1996
/s/ Grand Hotel Krasnopolsky N.V.
----------------------------------
Grand Hotel Krasnopolsky N.V.
SCHEDULE "1"
to the
Agreement
Dated October 27, 1996
GHK FINANCIALS
SCHEDULE "2"
to the
Agreement
Dated October 27, 1996
XXXX FINANCIALS
SCHEDULE "3"
to the
Agreement
Dated October 27, 1996
RECENT DEVELOPMENTS
