1
AGREEMENT
AND
PLAN OF REORGANIZATION
BY AND AMONG
RIVIERA INTERNATIONAL CASINOS, INC.
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
AND
CASINOS INTERNATIONAL, INC.
AND
ECO2, INC.
Dated: April 30, 1997
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Agreement and Plan of Reorganization ("Agreement"), dated as of April
30, 1997, by and among ECO2, Inc., a Delaware corporation ("ECO"); Casinos
International, Inc., a Florida corporation ("Casinos International"); Riviera
International Casinos, Inc., a Florida corporation ("Riviera"); and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇").
BACKGROUND INFORMATION
Casinos International deems it advisable that Casinos International be
merged into Riviera pursuant to this Agreement and in accordance with the
applicable statutes of the States of Florida. ECO, Riviera and Casinos
International desire to adopt a plan of reorganization within the meaning of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"). Accordingly, in consideration of the promises contained herein, ECO,
Casinos International, Riviera and ▇▇▇▇▇▇▇▇ adopt this plan of reorganization
and agree as follows:
OPERATIVE PROVISIONS
ARTICLE 1
MERGER
1.1 Transfer of Property and Liabilities. Upon the Effective Date (as
defined in Article 3 hereof) of the merger, the separate existence of Casinos
International shall cease; all of the outstanding shares of stock of Casinos
International shall be exchanged for and converted into shares of the common
stock of Riviera as hereinafter provided; and upon the filing of a Certificate
of Merger with the Secretary of State of the State of Florida, Riviera shall
possess all the rights, privileges, immunities, powers and purposes, and all
property, causes of action and every other asset of Casinos International and
shall assume and be liable for all the liabilities, obligations and penalties of
Casinos International, in accordance with Florida law.
1.2 Surviving Corporation. Following the merger, the existence of
Riviera shall continue unaffected and unimpaired by the merger, with all the
rights, privileges, immunities and powers, and subject to all the duties,
liabilities, of a corporation organized under the laws of Florida. The
Certificate of Incorporation and Bylaws of Riviera, as in effect immediately
prior to the Effective Date, shall continue in full force and effect and shall
not be changed in any manner by the merger. The Board of Directors of Riviera
immediately prior to the Effective Date shall be reconstituted as contemplated
in Section 4 below.
ARTICLE 2
CONVERSION OF SHARES.
2.1 Conversion Ratio. As a result of the merger contemplated by this
Agreement, ECO, the sole shareholder of Casinos International, will receive
1,000 shares, (which represents 50% of the total shares issued and outstanding
in Riviera) of the common
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capital stock of Riviera (the "Riviera Shares"). In order to effect such
conversion, the shares of Casinos International's common stock issued and
outstanding immediately prior to the Effective Date (the "Casinos International
Shares") shall be converted by the merger into the Riviera Shares.
2.2 Shares of Riviera. None of the issued shares of Riviera shall be
converted as a result of the merger and all of such shares shall remain issued
shares of capital stock of Riviera.
ARTICLE 3.
CLOSING; CERTIFICATE OF MERGER.
3.1 Closing. The closing contemplated by Section 1.1 (the "Closing")
shall be held at the offices of Casinos International's counsel, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ on
May __, 1997, unless another place or date is agreed upon in writing by the
parties (the "Closing Date"). At the Closing, all documents called for by this
Agreement (the "Closing Documents") shall be executed by the respective parties.
Riviera shall deliver to ECO the stock certificate for the Riviera Shares. ECO
shall deliver to Riviera the stock certificate for the Casinos International
Shares and the books and records of Casinos International.
3.2 Certificate of Merger. After the Closing provided for in Section
3.1 above, the Certificate of Merger executed by the parties at Closing shall be
submitted for filing with the Secretary of State of Florida. The date of the
latter of such filing, or such other date as the parties may agree upon in
writing pursuant to applicable law, shall be the effective date of the Merger
(the "Effective Date").
ARTICLE 4.
RELATED TRANSACTIONS AND ADDITIONAL AGREEMENTS.
4.1 Board of Directors of Riviera. On the Effective Date the existing
members of the Board of Directors of Riviera shall appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as members to the Board of Directors of Riviera and,
immediately thereafter, all other members of the Board of Directors of Riviera,
other than ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall resign. Additionally, all of
the existing officers of Riviera shall resign effective as of the Closing and
the officers of Riviera shall be those persons set forth on Schedule 4.1
attached hereto.
4.2 Option. ECO hereby grants to ▇▇▇▇ ▇▇▇▇▇▇▇▇ the irrevocable option
to redeem the shares of Riviera held by ECO in the event that it is determined
that the Agreement and Plan of Reorganization by and among ECO, ECO2
Acquisition, Inc., Casinos International and
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Prentice Capital, Inc., dated February 26, 1997, is rescinded or otherwise
cancelled, or in the event that the current board of directors of ECO are
replaced without the written consent of the existing board members of ECO. The
option price for the Riviera Shares held by ECO shall be 5,000,000 shares of the
common stock of ECO and the option may be exercised by ▇▇▇▇▇▇▇▇ at any time
during the 30 day period following the occurrence of one of the above mentioned
events.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
CASINOS INTERNATIONAL
Casinos International represents and warrants to Riviera and ▇▇▇▇▇▇▇▇
as follows:
5.1 Organization, Power, Standing and Qualification. Casinos
International is a corporation duly organized, validly existing, and in good
standing under the laws in the State of Florida and has full corporate power and
authority to carry on its business as it is now being conducted and to own and
operate the properties and assets now owned and operated by it. Casinos
International is duly qualified to do business and is in good standing in each
and every jurisdiction where the failure to qualify or to be in good standing
would have an adverse effect upon its financial condition, the conduct of its
business or the ownership of its assets.
5.2 Authority. Casinos International has the power and authority to
execute, deliver and perform this Agreement; and this Agreement is a valid and
binding obligation of the Casinos International, enforceable in accordance with
its terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, moratorium, or similar laws affecting the enforcement of creditors'
rights generally.
5.3 Validity of Contemplated Transactions; Interference. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (a) contravene any
provision of the Certificate of Incorporation or Bylaws of Casinos
International; (b) violate, be in conflict with, constitute a default under,
cause the acceleration of any payments pursuant to, or otherwise impair the good
standing, validity, or effectiveness of any material agreement, contract,
indenture, lease, or mortgage to which Casinos International is a party; (c)
subject the assets of Casinos International to any indenture, mortgage,
contract, commitment, or agreement, other than this Agreement; (d) reasonably
interfere with any other agreement to which Casinos International is a party; or
(e) violate any material provision of law, rule, regulation, order, permit, or
license to which Casinos International is subject.
5.4 Capitalization of Casinos International. Casinos International's
authorized capital stock consists of 7,500 shares of common stock, $.001 par
value, 100 of which shares are presently outstanding, validly issued, fully paid
and non-assessable. There are no outstanding
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options, warrants, conversion privileges, subscriptions, calls, commitments or
rights of any character relating to any authorized but unissued capital stock of
Casinos International.
5.5 Assets of Casinos International. Casinos International owns no
assets other than a commitment from The Royal Bank of Scotland to loan Casinos
International $6,500,000 for the construction of a gaming vessel and an oral
commitment, which Casinos International is currently negotiating a written lease
agreement for, to lease a gaming vessel from Europa Cruise Corporation.
5.6 Absence of Undisclosed Liabilities. Casinos International has no
material liabilities or obligations except for those incurred in the ordinary
course of business. Except as otherwise provided in this Agreement, the term
"liabilities or obligations" as used in this Agreement shall include any direct
or indirect indebtedness, claim, loss, damage, deficiency (including deferred
income tax and other net tax deficiencies), cost, expense, obligation,
guarantee, or responsibility, whether accrued, absolute, or contingent, known or
unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured.
5.7 Litigation; Compliance with Laws. There is no suit, action, claim,
arbitration, administrative or legal or other proceeding, or governmental
investigation pending or, to the knowledge of Casinos International, threatened
against or related to Casinos International. There has been no failure to comply
with, nor any default under, any law, ordinance, requirement, regulation, or
order applicable to Casinos International or its business operations, nor any
violation of or default with respect to any order, writ, injunction, judgment,
or decree of any court or federal, state or local department, official,
commission, authority, board, bureau, agency, or other instrumentality issued or
pending against Casinos International which in any such case would reasonable be
expected to have a material adverse effect on the financial condition, its
business, results of operations, properties or assets of Casinos International.
5.8 Veracity of Statements. To the knowledge of Casinos International,
no representation or warranty by Casinos International contained in this
Agreement and no statement contained in any certificate, schedule or other
instrument furnished to Casinos International pursuant hereto or in connection
with the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact necessary to make it not
misleading.
5.9 Acquisition of Riviera Shares for Investment. The shareholder of
Casinos International, ECO, will execute this Agreement, in order confirm that
it is acquiring the common stock of Riviera for investment purposes, for its own
account and not with a view to the resale or distribution thereof in violation
of any state or federal securities laws. The shareholder shall not sell,
transfer, pledge or hypothecate any of the Riviera Shares in the absence of
registration under or pursuit to an applicable exception from, federal and all
applicable security law.
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ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF RIVIERA AND ▇▇▇▇▇▇▇▇
Riviera and ▇▇▇▇▇▇▇▇, jointly and severally, represent and warrant to
Casinos International, ECO and ▇▇▇▇▇▇▇▇ as follows:
6.1 Organization, Power, Standing and Qualification. Riviera is a
corporation duly organized, validly existing and in good standing under the laws
in the State of Florida and has full corporate power and authority to carry on
its business as it is now being conducted and to own and operate the properties
and assets now owned and operated by it.
6.2 Capitalization of Riviera. Riviera's authorized capital stock
consists of _______ shares of common stock, $.01 par value, ___________ of which
shares are presently outstanding, validly issued, fully paid and non-assessable.
6.3 Financial Statements. Riviera has delivered to Casinos
International its consolidated balance sheet for its fiscal year ended December
31, 1996 (the "Riviera Balance Sheet") as well as its consolidated statement of
income and loss for the year ended December 31, 1996, which have been prepared
in accordance with the applicable books and records of Riviera and presents
fairly the financial condition of Riviera as of December 31, 1996, and there has
been no material change in such financial condition of Riviera since December
31, 1996.
6.4 Absence of Undisclosed Liabilities. Riviera has no liabilities or
obligations except for those (a) reflected on the Riviera Balance Sheet; (b)
reflecting contractual liabilities or obligations incurred in the ordinary
course of business that are not required by generally accepted accounting
principles to be reflected in a balance sheet; (c) incurred in the ordinary
course of business subsequent to the date of the Riviera Balance Sheet and not
required to be disclosed pursuant to the terms of this Agreement; and (d)
specifically disclosed in Schedule 6.4 attached hereto. Except as otherwise
provided in this Agreement, the term "liabilities or obligations" as used in
this Agreement shall include any direct or indirect indebtedness, claim, loss,
damage, deficiency (including deferred income tax and other net tax
deficiencies), cost, expense, obligation, guarantee, or responsibility, whether
accrued, absolute, or contingent, known or unknown, fixed or unfixed, liquidated
or unliquidated, secured or unsecured.
6.5 Certain Tax Matters. Riviera has duly filed all federal, state, and
local tax returns and reports required to be filed by Riviera for all periods
ending on or prior to March 31, 1997 and all taxes, including income, gross
receipts, and other taxes and any penalties with respect thereto, shown thereon
to be due and payable, have been paid, withheld, or reserved for or are
reflected as a liability in the Riviera Balance Sheet. The returns and reports
are, to the best knowledge of Riviera, correct and complete. Riviera has not
entered into any agreements for the extension of time for the assessment of any
tax or tax delinquency, has received no outstanding or unresolved notices from
the Internal Revenue Service or any taxing body of any proposed examination or
of any proposed deficiency or assessment, and has properly withheld
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all amounts required by law to be withheld for income taxes and unemployment
taxes, including without limitation social security and unemployment
compensation, relating to its employees, and remitted such withheld amounts to
the appropriate taxing authority as required by law.
6.6 Litigation; Compliance with Laws. There is no suit, action, claim,
arbitration, administrative or legal or other proceeding, or governmental
investigation pending or, to the knowledge of Riviera threatened against or
related to Riviera. There has been no failure to comply with, nor any default
under, any law, ordinance, requirement, regulation, or order applicable to
Riviera or its business operations, nor any violation of or default with respect
to any order, writ, injunction, judgment, or decree of any court or federal,
state or local department, official, commission, authority, board, bureau,
agency, or other instrumentality issued or pending against Riviera which might
have a material adverse effect on the financial condition, its business, results
of operations, properties or assets of Riviera.
6.7 No Changes. Since December 31, 1996 there has not been:
a. Any change in the financial or other condition, assets,
liabilities or business of Riviera, which individually or in the
aggregate has been materially adverse to Riviera;
b. Any damage, destruction or loss (whether or not covered by
insurance) or any condemnation by governmental authorities which has or
may adversely affect the business or assets of Riviera to a material
degree;
c. Any declaration, setting aside or payment of any dividend
or other distribution in respect of any of Riviera's shares or any
direct or indirect redemption, purchase or other acquisition of
Riviera's shares or any direct or indirect payment or incurring of
management fees or other transactions between the shareholders of
Riviera and Riviera; or
d. Any increase in the compensation payable or to become
payable by Riviera to any of its officers, employees or agents, or any
known payment or arrangement made to or with any thereof, except in the
ordinary course of business.
6.8 Veracity of Statements. No representation or warranty by Riviera or
▇▇▇▇▇▇▇▇ contained in this Agreement and no statement contained in any
certificate, schedule or other instrument furnished to Casinos International or
ECO pursuant hereto or in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact necessary to make it not misleading.
6.9 Copies of Articles of Incorporation, Bylaws and Stock Records. A
copy of Riviera's Certificate of Incorporation, Bylaws and stock records
(certified by the Secretary of Riviera) have been delivered to Casinos
International and ECO and each is correct and in effect
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as at the date of this Agreement. Such books and records have been regularly and
properly kept and are complete, accurate and legally sufficient under applicable
law.
6.10 Directors and Officers. Schedule 6.10 attached hereto is a true
and complete list as of the date of this Agreement showing the names of
Riviera's directors and officers, each of whom has been duly elected.
ARTICLE 7
INDEMNIFICATION
7.1 ECO and Casinos Internationals Indemnification of Riviera and
▇▇▇▇▇▇▇▇. From and after the Effective Date, ECO and Casinos International,
jointly and severally shall indemnify and hold harmless Riviera and ▇▇▇▇▇▇▇▇
(collectively, the " Riviera Indemnitees") from and against any and all damages,
losses, obligations, deficiencies, liabilities, claims, encumbrances, penalties,
costs, and expenses, including reasonable attorneys' fees (together, a "Loss")
which the Riviera Indemnitees may suffer or incur, resulting from, related to,
or arising out of: (a) the transactions contemplated by this Agreement; (b)
misrepresentation, breach of warranty, or nonfulfillment of any of the covenants
or agreements of Casinos International or ECO in this Agreement or from any
misrepresentation in or omission from any certificate or document furnished or
to be furnished to the Riviera Indemnitees hereunder and (c) any and all
actions, suits, investigations, proceedings, demands, assessments, audits,
judgments, and claims (including employment-related claims) arising out of any
of the foregoing; provided, however, that before the Riviera Indemnitees may
assert a claim for indemnity under this Section, the Riviera Indemnitees must
give or cause to be given written notice of such claim to ECO as provided in
Article 7.3.
7.2 Riviera and ▇▇▇▇▇▇▇▇ Indemnification of ECO and Casinos
Internationals. From and after the Effective Date, Riviera and ▇▇▇▇▇▇▇▇, jointly
and severally shall indemnify and hold harmless ECO and Casinos International
(collectively, the "ECO Indemnitees") from and against any and all damages,
losses, obligations, deficiencies, liabilities, claims, encumbrances, penalties,
costs, and expenses, including reasonable attorneys' fees (together, a "Loss")
which the ECO Indemnitees may suffer or incur, resulting from, related to, or
arising out of: (a) the transactions contemplated by this Agreement; (b)
misrepresentation, breach of warranty, or nonfulfillment of any of the covenants
or agreements of Riviera or ▇▇▇▇▇▇▇▇ in this Agreement or from any
misrepresentation in or omission from any certificate or document furnished or
to be furnished to the ECO Indemnitees hereunder and (c) any and all actions,
suits, investigations, proceedings, demands, assessments, audits, judgments, and
claims (including employment-related claims) arising out of any of the
foregoing; provided, however, that before the ECO Indemnitees may assert a claim
for indemnity under this Section, the ECO Indemnitees must give or cause to be
given written notice of such claim to Riviera and ▇▇▇▇▇▇▇▇ as provided in
Article 7.3.
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7.3 Notice. Promptly after acquiring knowledge of any Loss or action,
suit, investigation, proceeding, demand, assessment, audit, judgment, or claim
against which the indemnitees have been indemnified, the applicable Indemnitee
shall give to the indemnitor written notice thereof. The applicable indemnitor
shall, at its own expense, promptly defend, contest or otherwise protect against
any Loss or action, suit, investigation, proceeding, demand, assessment, audit,
judgment, or claim against which it has indemnified the indemnitees, and the
indemnitor shall receive from the indemnitee all necessary and reasonable
cooperation in said defense including, but not limited to, the services of
employees of the other party who are familiar with the transactions out of which
any such Loss or action, suit, investigation, proceeding, demand, assessment,
audit, judgment, or claim may have arisen. The indemnitor shall have the right
to control the defense of any such proceeding unless relieved of its liability
hereunder with respect to such defense by the indemnitees. The Indemnitor shall
have the right, at its option, and, unless so relieved, to compromise or defend,
at its own expense by its own counsel, any such matter involving the asserted
liability of the indemnitees. In the event that the indemnitor shall undertake
to compromise or defend any such asserted liability, it shall promptly notify
the indemnitees of its intention to do so. In the event that the indemnitor,
after written notice from an indemnitee, fails to take timely action to defend
the same, the indemnitee shall have the right to defend the same by counsel of
its or his own choosing, but at the cost and expense of the indemnitor.
7.4 Money Damages. If the Loss indemnified against pursuant to the
provisions of Articles 7.1 or 7.2 hereof can be compensated by the payment of
money, the indemnitor shall, within 21 days after receipt of a written notice of
a claim pursuant to Articles 7.1 or 7.2 deliver to the indemnitee either: (a)
the amount of such claim by check or by wire transfer to the bank account of
that party's choosing, or (b) a written notice stating that it objects to the
validity of such claim and setting forth in reasonable detail the grounds on
which it is contesting the validity of the claim.
ARTICLE 8
SURVIVAL OF REPRESENTATIONS,
WARRANTIES, GUARANTEES, AND COVENANTS
8.1 Date Certain For Survival. All representations and warranties made
by ECO, Casinos International, Riviera or ▇▇▇▇▇▇▇▇ in this Agreement or pursuant
hereto shall survive the closing hereunder for a period ending on the third
anniversary of the Effective Date.
ARTICLE 9
CONDUCT OF CASINOS INTERNATIONAL
ECO AND CASINOS INTERNATIONAL AFTER THE MERGER
9.1 Additional Actions and Cooperation. After the Effective Date, at
the request of either party and at the requesting party's expense, but without
additional consideration, the other
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party shall execute and deliver from time to time such further instruments of
assignment, conveyance and transfer, shall cooperate in the conduct of
litigation and the processing and collection of insurance claims, and shall take
such other actions as may reasonably be required to convey and deliver more
effectively to Riviera the assets of Casinos International or to confirm and
perfect the interest of ECO in the common stock of Riviera, and otherwise to
accomplish the orderly transfer to Riviera of the business of Casinos
International as contemplated by this Agreement.
9.2 Audit Access. Each party hereto will preserve the books, records,
reports, documents and lists owned by it for a period of at least seven years
from the Effective Date, will not thereafter destroy or otherwise dispose of
such records without giving the other party notice and the opportunity to take
possession thereof, and, while in possession of such records, will permit
representatives of the other party to have access at reasonable times to such
books, records, reports, documents and files, to make such copies therefrom as
such representatives reasonably request. Each party shall, subject to applicable
law and regulation, and the terms of any confidentiality agreement, hold in
confidence any nonpublic information concerning the other party obtained
hereunder.
ARTICLE 10
BROKERAGE; EXPENSES
Except as set forth on Schedule 10, none of the parties has employed or
will employ any broker, agent, finder, or consultant (collectively, "Broker") or
has incurred or will incur any liability for any brokerage fees, commissions,
finders' fees, or other fees, in connection with the negotiation or consummation
of the transactions contemplated by this Agreement, except as herein set forth.
ECO and Casinos International are responsible for and hereby indemnify and hold
Riviera and ▇▇▇▇▇▇▇▇ harmless against and in respect of any claim for brokerage
fees, commissions, or other finders' fees or commissions of any such Broker
employed by ECO or Casinos International and any additional such claims incurred
by Riviera and ▇▇▇▇▇▇▇▇ relative to this Agreement and the transactions
contemplated hereby and any attorney fees incurred by any of the parties in
relation to any such claim by a Broker not otherwise disclosed herein.
Similarly, the Riviera and ▇▇▇▇▇▇▇▇ are responsible for and hereby indemnify and
hold ECO harmless against and in respect of any claim for brokerage fees,
commissions, or other finders' fees or commissions of any such Broker employed
by Riviera and ▇▇▇▇▇▇▇▇ and not disclosed herein and any additional such claims
incurred by ECO relative to this Agreement and the transactions contemplated
hereby and any attorney fees incurred by ECO in relation to any such claim by a
Broker.
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ARTICLE 11
CORPORATE NAMES
Riviera shall have the exclusive right to use the corporate name
"Casinos International" after the Effective Date.
ARTICLE 12
GENERAL
12.1 Entire Agreement; Amendments. This Agreement constitutes the
entire understanding among the parties with respect to the subject matter
contained herein and supersedes any prior understandings and agreements among
them respecting such subject matter. This Agreement may be amended,
supplemented, and terminated only by a written instrument duly executed by all
of the parties.
12.2 Headings. The headings in this Agreement are for convenience of
reference only and shall not affect its interpretation.
12.3 Gender; Number. Words of gender may be read as masculine,
feminine, or neuter, as required by context. Words of number may be read as
singular or plural, as required by context.
12.4 Exhibits and Schedules. Each Exhibit and Schedule referred to
herein is incorporated into this Agreement by such reference.
12.5 Severability. If any provision of this Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not affect any other provision hereof. This Agreement shall, in such
circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof.
12.6 Notices. All notices and other communications hereunder shall be
in writing and shall be given to the person by sending a copy thereof by
certified mail or by telecopy. Notice shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or when
transmitted.
If to ECO or Casinos International, to:
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
ECO2, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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With a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, P.A.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Riviera or ▇▇▇▇▇▇▇▇:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Riviera International Casinos, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to:
Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
12.7 Waiver. The failure of any party to insist upon strict
performance of any of the terms or conditions of this Agreement will not
constitute a waiver of any of its rights hereunder.
12.8 Assignment. No party may assign any of its rights or delegate any
of its obligations hereunder without the prior written consent of the other
parties.
12.9 Successors and Assigns. This Agreement binds, inures to the
benefit of, and is enforceable by the successors and assigns of the parties, and
does not confer any rights on any other persons or entities.
12.10 Governing Law; Jurisdiction. The parties agree that, irrespective
of any wording that might be construed to be in conflict with this paragraph,
this Agreement is one for performance in Florida. The parties to this Agreement
agree that they waive any objection, constitutional, statutory or otherwise, to
a Florida court's taking jurisdiction of any dispute between them. By entering
into this agreement, the parties, and each of them understand that they might be
called upon to answer a claim asserted in a Florida court. This Agreement shall
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be construed and enforced in accordance with law of the State of Florida. Venue
for any such action shall be deemed proper in Hillsborough County, Florida.
12.11 No Benefit to Others. The representations, warranties, covenants
and agreements contained in this Agreement are for the sole benefit of the
parties hereto and their successors and assigns, and they shall not be construed
as conferring and are not intended to confer any rights on any other persons.
12.12 Publicity. Prior to the Effective Date, all notices to third
parties and all other publicity relating to the transactions contemplated by
this Agreement shall be jointly planned, coordinated and agreed to by the
Shareholder and ECO. Except as may be required by law, prior to the Effective
Date none of the parties hereto shall act unilaterally in this regard without
the prior approval of the Shareholder and ECO; provided, however, that such
approval shall not be unreasonably withheld.
12.13 Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument. The execution of this Agreement by any party hereto will not become
effective until counterparts hereof have been executed by all the parties
hereto. It shall not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other counterparts.
12.14 Limitations Upon Consent: Whenever, under the terms of this
Agreement, the parties hereto are called upon to give their written consent,
such written consent will not be unreasonably withheld.
12.15 Form of Consent: All consents of any kind required under this
Agreement shall be in writing. Whenever, under the terms of this Agreement, ECO,
and/or Casinos International are authorized to give consent, such consent may be
given and shall be conclusively evidenced by the Chairman of the Board of
Directors or the president of each respective corporation giving such consent.
Whenever, under the terms of this Agreement, any of the Shareholder is
authorized to give his consent, such consent may be given and shall be
conclusively evidenced in writing as certified by each of these persons
individually or by their duly appointed legal representative.
12.16 Attorneys' Fees and Court Actions: If a legal action is initiated
by any party to this Agreement against another, arising out of or relating to
the alleged performance or non-performance of any right or obligation
established hereunder, or any dispute concerning the same, any and all fees,
costs and expenses reasonably incurred by each successful party or his or its
legal counsel in investigating, preparing for, prosecuting, defending against,
or providing evidence, producing documents or taking any other action in respect
of, such action shall be the joint and several obligation of and shall be paid
or reimbursed by the unsuccessful party.
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12.17 Binding Effect: This Agreement shall inure to the benefit of and
be binding upon ECO and Casinos International, and their successors or assigns,
including but not limited to any corporation or other business entity which may
acquire all or substantially all of ECO's and/or Casinos International's assets
and business, or with, or into which Casinos International and/or any Casinos
International subsidiary may be consolidated or merged, and upon the executors,
administrators and legal representatives thereof.
In witness whereof, the parties have executed this Agreement on the
date first above written.
CASINOS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
-------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
ECO 2, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
RIVIERA INTERNATIONAL CASINOS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
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