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EXHIBIT 2.02
ACCORD AND SATISFACTION AND RELEASE OF MORTGAGES AGREEMENT
This Accord and Satisfaction and Release of Mortgages Agreement
("Agreement") dated as of February 3, 1997 by LEISURE TIME CASINOS AND RESORTS,
INC., a Colorado corporation ("Leisure Time"), STAR OF CINCINNATI, INC., an
Ohio corporation ("Star") and XXXXX X. XXXXX, TRUSTEE ("Trustee").
WITNESSETH:
WHEREAS, Star on May 28, 1992, granted to Trustee a mortgage recorded
with the United States Coast Guard, St. Louis, Missouri at Book PM-139, Page
225, in the amount of $2,300,000, and a mortgage recorded with the United
States Coast Guard, St. Louis, Missouri at Book PM-130, Page 225, in the amount
of $700,000, securing indebtedness in the aggregate amount of $3,000,000
(together, the "Xxxxx Mortgages");
WHEREAS, Star and Leisure Time are parties to an Amended and Restated
Asset Purchase Agreement ("Asset Purchase Agreement") dated as of January 31,
1997 which provides that as a condition to the closing of Leisure Time's
obligations under the Asset Purchase Agreement, Star, Leisure Time and Trustee
shall have entered into an agreement whereby in consideration of Leisure Time's
issuance to Trustee of 150,000 unregistered shares of Leisure Time's common
stock, Trustee shall execute and deliver to Leisure Time documentation
evidencing and providing for the satisfaction, termination, release and
discharge of the Xxxxx Mortgages and the payment in full of all indebtedness
secured by the Xxxxx Mortgages.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutuality of this Agreement, the parties agree as follows:
1. Capitalized Terms. Capitalized terms not defined herein shall have
the meanings assigned to them in the Asset Purchase Agreement.
2. Issuance of Shares. Leisure Time shall issue to Trustee 150,000
shares of its Common Stock ("Shares"). The Shares will not be registered under
the Securities Act of 1933 (the "Act") or under the laws of any state and in
accepting delivery of the Shares, the Trustee shall thereby acknowledge Leisure
Time is not obliged to so register any of the Shares at any time in the future.
The certificate or certificates representing the Shares shall include a
customary legend to the effect that the Shares may not be transferred by the
holder thereof in the absence of (a) an effective registration statement for
the shares under the Act and applicable state laws or (b) an opinion of counsel
for Leisure Time that such registration is not required. Leisure Time shall
deliver a certificate representing the Shares to the Trustee as soon as
practicable after the date of this Agreement.
3. Satisfaction of Xxxxx Mortgages and Indebtedness. In consideration
of the issuance of the Shares, the Trustee hereby satisfies, terminates,
releases and discharges the Xxxxx Mortgages and all indebtedness secured by the
Xxxxx Mortgages is hereby deemed to be paid in full.
4. Release and Discharge. Trustee does hereby release and discharge
Star and Leisure Time from and against any and all claims, causes of action,
liabilities and demands of any nature,
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kind or description whatsoever relating, directly or indirectly, to the Xxxxx
Mortgages or any indebtedness secured by the Xxxxx Mortgages.
5. Further Assurances. Trustee further agrees to execute and deliver,
at any time and from time to time after the date hereof, such satisfactions of
mortgage, releases, termination statements and other documents and instruments
as Leisure Time may reasonably request in connection with the foregoing
provisions of the this Agreement.
6. Put Option. In the event Leisure Time's initial public offering of
its Common Stock shall not have been closed on or before February 3, 2000,
Trustee shall be entitled, during the period beginning on February 3, 2000 and
ending on May 3, 2000, but only during such period, to sell to Leisure Time,
upon 30 days' prior written notice to Leisure Time, all or any portion of the
Shares for a price of $7.50 per share. Leisure Time shall pay Trustee the
aggregate price for all Shares so sold, without interest, at the rate of 10%
per month for 10 consecutive months with the first such payment due on the
closing date of Trustee's sale of the Shares to Leisure Time and each
subsequent monthly payment due on the same day in each consecutive month
thereafter until such aggregate price shall have been paid in full. The
certificate or certificates representing the Shares shall also include a legend
to the effect of the foregoing provisions of this Section 6.
7. Governing Law. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of Ohio and all of its
terms and conditions shall be binding upon and shall inure to the benefit of
the parties and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
LEISURE TIME CASINOS AND RESORTS, INC.,
a Colorado corporation
By: /s/
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Name:
Title:
STAR OF CINCINNATI, INC., an Ohio corporation
By: /s/
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Name:
Title:
/s/
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Xxxxx X. Xxxxx, Trustee
