EXHIBIT 10.91
PREPAYMENT AND RELEASE
This Prepayment and Release Agreement ("Agreement') is entered into this
19th day of January, 2000 by and between Switzerland County Development Corp., a
Nevada corporation ("Buyer") and Century Casinos Management, Inc., a Delaware
corporation ("Seller"). Buyer and Seller are collectively referred to as
"Parties".
WHEREAS, on December 21, 1995 the Parties entered into a stock purchase
agreement ("Purchase Agreement") whereby Buyer agreed to purchase and Seller,
together with Cimmaron Investment Properties Corp., a Colorado Corporation
("Cimarron"), agreed to sell all issued and outstanding shares of capital stock
of Pinnacle Gaming Development Corp., a Colorado corporation
("Pinnacle Stock"); and
WHEREAS, the Purchase Agreement provides Buyer pay Cimarron and Seller Four
Million Three Hundred Thirty-One Thousand Dollars ($4,331,000) for the Pinnacle
Stock as follows:
i. One Hundred Thousand Dollars ($100,000) at the closing;
ii. Four Hundred Thirty One Thousand Dollars ($431,000) to Seller and One
Hundred Thousand Dollars ($100,000) to Cimarron within seven (7) business days
after receipt by Buyer of a certificate of suitability from the Indiana Gaming
Commission;
iii. One Million Three Hundred Thousand Dollars ($1,300,000) within seven
(7)
business days after the groundbreaking by the Buyer for a riverboat casino
development; and
iv. Forty Thousand Dollars ($40,000) on the first day of each of the sixty
(60) months following the month in which the riverboat casino development opens
for business; and
WHEREAS, the Purchase Agreement provides that all payments pursuant to
above clauses i, iii and iv shall be paid eighty percent (80%) to Seller and
twenty percent (20%) to Cimarron.
WHEREAS, Buyer has paid above items i, ii and iii as provided in the Purchase
Agreement; and
WHEREAS, only above item iv remains to be paid by Buyer to Seller: and
WHEREAS, Buyer has proposed to prepay, and Seller has agreed to accept
prepayment, of Seller's portion of the payments specified in clause iv above,
upon the terms contained herein; and
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WHEREAS, with respect to Cimarron, Buyer has made separate arrangements to
prepay Cimarron's share of above item iv in full; and
WHEREAS, One Million Three Hundred Eighty Thousand Dollars ($1,380,000) is
the total sum to be paid to Seller in prepayment of above item iv ("Prepayment
Price"); and
WHEREAS, the Parties desire to memorialize the prepayment of above item iv
and provide for other matters relating thereto.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Buyer and Seller, the Parties agree as follows:
1. Other than with respect to matters relating to the prepayment to Cimarron
to which Seller is not a party and accordingly, unable to represent and warrant,
the above recitals are true and incorporated herein as if fully set forth.
2. The Prepayment Price shall be paid to Seller by Buyer on January 24,
2000, pursuant to wire instructions to be delivered by Seller to Buyer.
3. Upon receipt of the Prepayment Price, Seller acknowledges that all
obligations of Buyer to Seller under the Purchase Agreement have been fully
discharged and Seller and Buyer agree to forever and unconditionally release,
acquit and discharge the other, its subsidiaries, affiliates, successors,
assigns, officers, directors, partners, shareholders, agents, and employees from
any and all claims, demands, actions, causes of action and damages which have
arisen or which might hereafter arise and regardless of type, cause or nature
arising from or in any manner related to either the Purchase Agreement, this
Agreement. Furthermore, Seller acknowledges that Buyer has made separate
arrangements to prepay Cimarron its share of item iv above, and waives any claim
that it may be entitled to the benefit of such arrangement.
4. This Agreement shall inure to the benefit of and be binding upon the
Parties and their respective successors and assigns.
5. This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall be an original, but all such
counterparts shall constitute one and the same Agreement.
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SWITZERLAND COUNTY DEVELOPMENT CORP.,
a Nevada corporation
By: _/s/ Xxxxx X. Ostrow____________
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Xxxxx X. Xxxxxx,
Senior Vice President & General Counsel
CENTURY CASINOS MANAGEMENT, INC.,
a Delaware corporation
By: _/s/ Xxxxx Hoetzinger____________
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Xxxxx Xxxxxxxxxx, Vice Chairman
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