EXHIBIT 10.28
1994 TRANSACTION - EXTENSION AGREEMENT
This 1994 Transaction - Extension Agreement, dated as of January 18, 2000
(the "Agreement"), is entered into by and among the shareholders of CRC
Holdings, Inc. ("CRC") identified on Schedule A attached hereto (each a
"Shareholder" and, collectively, the "Shareholders"), and Carnival Corporation,
a Panamanian corporation ("CCL").
WHEREAS, each Shareholder owns, beneficially and of record, the number of
shares of common stock, par value $.005 per share ("CRC Common Stock"), of CRC
set forth opposite such Shareholder 's name on Schedule A (collectively, the
"Shares"), which Shares are currently pledged to CCL to secure in part certain
obligations of the Shareholders owing to CCL, as evidenced by certain promissory
notes (collectively, the "CCL Notes") made by the Shareholders in favor of CCL
(Schedule B attached hereto sets forth the outstanding principal amount on such
Shareholder's CCL Note);
WHEREAS, the CCL Notes were executed and delivered by the Shareholders in
connection with the transactions contemplated by the Stock Purchase Agreement,
dated as of November 30, 1994, as amended on June 15, 1998 and on February 17,
1999 (as amended, the "Stock Purchase Agreement"), among CCL and the
Shareholders;
WHEREAS, CCL has agreed to (i) terminate the CCL Notes and accept in
substitution therefore, renewal promissory notes (the "Renewal Promissory
Notes") in the amounts set forth on Schedule B, (ii) amend and restate those
certain Security and Pledge Agreements, dated as of November 30, 1994, as
amended (collectively as amended, the "Pledge Agreements"), between each
Shareholder and CCL, pursuant to which the Shareholders pledged, among other
things, the Shares as collateral security for the CCL Notes, (iii) extend the
Shareholders' put option, as set forth in the Stock Purchase Agreement, in
conformity with the term of the Renewal Promissory Notes and (iv) contribute the
Renewal Promissory Notes and the Pledge Agreements to that certain Carnival
Corporation Blind Trust dated of even date herewith among CCL, the Shareholders
and First Union, as trustee, whereby the trustee would be obligated to enforce
all of CCL's rights under the Renewal Promissory Notes and the Pledge
Agreements.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and agreements contained herein, the parties hereto
agree as follows:
1. Renewal Promissory Notes. CCL hereby agrees effective as of the date
hereof, that the CCL Notes shall be terminated and of no further force and
effect and the Shareholders shall execute Renewal Promissory Notes in the form
attached hereto as Exhibit A in the amounts set forth on Schedule B hereof. At
the Closing (as defined below), CCL shall tender to the Shareholders the CCL
Notes so that same shall be simultaneously destroyed.
2. Amendment of Shareholders' Put Option. Article IV of the Stock
Purchase Agreement is hereby amended to extend the period of exercise of the
Shareholders' put option with respect to the Shares to January ___, 2008.
Additionally, notwithstanding anything to the contrary contained herein or in
the Stock Purchase Agreement, the Shareholders ' put option may only be
exercised provided that (i) any and all licensing and approval of the Louisiana
Gaming and Control Board required by the laws, rules and regulations of the
State of Louisiana pertaining to licensed gaming activities and any other
applicable foreign, federal or state authorities has been obtained, and (ii)
such transaction is in compliance with all applicable maritime laws (including
the Xxxxx Act).
3. Closing. The closing (the "Closing") shall take place at the offices
of CRC Holdings, Inc., 0000 Xxxx Xxxxxx, Xxxxx, Xxxxxxx 00000, at 9:00 a.m., on
the date hereof, or at such other place and time as may be mutually agreed by
the parties.
4. Shareholders' Representations and Warranties. Each Shareholder
severally (but not jointly) represents and warrants to CCL as follows:
(a) Such Shareholder has the full power, authority and legal right to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by
such Shareholder and constitutes a valid and binding agreement of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
subject to applicable principles of equity, bankruptcy, reorganization,
insolvency or other laws affecting the enforcement of creditors' rights
generally.
5. CCL Representations and Warranties. CCL represents and warrants to the
Shareholders as follows:
(a) CCL is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization. CCL has the full
power, authority and legal right to execute, deliver and carry out the terms and
provisions of this Agreement, to consummate the transactions contemplated hereby
and to perform, comply with or satisfy all of the agreement, obligations and
conditions required to be complied with or satisfied by CCL under this
Agreement, and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement.
(b) This Agreement has been duly and validly authorized, executed and
delivered by CCL and constitutes a valid and binding agreement of CCL,
enforceable against CCL in accordance with its terms, subject to applicable
principles of equity, bankruptcy, reorganization, insolvency or other laws
affecting the enforcement of creditors' rights generally.
6. Miscellaneous.
(a) All representations, warranties and covenants shall survive the
Closing.
(b) This Agreement may be executed in any number of counterparts, each
of which shall, when executed, be deemed to be an original and all of which
shall be deemed to be one and the same instrument.
(c) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida, without reference to the
conflict of laws principles thereof; provided that the exercise of all rights
and remedies by any of the parties is subject to any applicable Louisiana Gaming
Control Law, and the rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, each Shareholder and CCL has executed or caused this
Agreement to be executed on the date first above written.
*
____________________
Xxxxxxxx X. Xxxxxx
*
____________________
Xxxxxx X. Xxxxxx
*
____________________
Xxxxxx Xxxxxx
*
____________________
Xxxxx Xxxxxx
*
____________________
W. Xxxxx Xxxxxxx
*
____________________
Xxxxxx Xxxxxxx
CARNIVAL CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
* Executed by Power of Attorney
By:/s/ W. Xxxxx Xxxxxxx
W. Xxxxx Xxxxxxx
Schedule A
Name of Shareholder Number of Shares
Xxxxxxxx Xxxxxx 859,248
Xxxxxx Xxxxxx 859,248
Xxxxxx Xxxxxx 318,394
Xxxxx Xxxxxx 318,394
Xxxxxx Xxxxxxx 127,358
Xxxxx Xxxxxxx 127,358
Schedule B
Name of Shareholder Principal Amount Outstanding
Xxxxxxxx Xxxxxx $ 4,966,497
Xxxxxx Xxxxxx 4,966,497
Xxxxxx Xxxxxx 1,840,334
Xxxxx Xxxxxx 1,840,334
Xxxxxx Xxxxxxx 736,136
Xxxxx Xxxxxxx 736,136
Total $15,085,934
