Exhibit 99.2
THE FOLLOWING TEXT IS A RESTATEMENT IN ENGLISH LANGUAGE OF THE TERMS AND
CONDITIONS OF THE SPANISH AGREEMENT OF SALE OF CASINO XX XXXXXXX.
RECITAL
WHEREAS, Trans World Corporation ("TWC") and Mr. Xxxxxx
Mekom-Eichibegian (jointly the "Sellers") own respectively,
2.384 and 19 shares of CDZ's capital stock representing
99.13% and 0.79% of CDZ's ownership.
WHEREAS, Comar Inversiones Y Direccion de Empresas, S.L.
(CIDE) (the "Buyer") is interested in purchasing the total
of 2,403 shares of CDZ.
NOW THEREFORE, the Sellers and the Buyer have agreed to
execute this agreement, subject to the following terms and
conditions:
1. TWC and Xxxxxx Xxxxxx-Eichibegian will sell to CIDE, or
to its designated affiliate, the 2,403 shares of CDZ
representing 99.92% of the capital of CDZ.
2. Agreed selling price for such shares is 11,119,000
euros.
3. The above selling price will be adjusted, in order to
maintain the Final Sales Proceed, by means of addition and
deduction of corresponding net book value of the items
referenced in the Proforma Closing Statement shown in clause
IX here-above, as of closing of business dated October 31,
2001 (Closing Date). Said closing statement will be
prepared by CDZ following generally accepted accounting
principles in Spain and may be reviewed and audited by CIDE,
at its own cost, by an independent auditor.
4. The payment of the Final Sales Proceed as of the
Closing Date, referred in the previous clause, will be made
all at once, on November 6, 2001, at the time of the
signature of the sale/purchase deed, via bank transfer.
5. Sellers and Buyer shall assume their respective
expenses originating from the said transaction.
6. Sellers and Buyer both explicitly agree that CIDE shall
assume full liability and responsibility for payment of the
total debt that TWC and/or its subsidiary Trans World Gaming
International U.S. Corp have or could have towards CDZ. The
settlement of said debt could be made by either increasing
the Final Sales Proceed by the value of such debts with
immediate payment of the same funds to CDZ, or, by means of
substitution of CIDE in place of the TWC and/or Trans World
Gaming
International U.S. Corp, with respect to such debts
immediately after signature of the deed pertaining to the
sale of shares.
7. In exchange for the above, TWC shall issue a credit
note to CDZ corresponding to the total value of the unpaid
invoices for services rendered by TWC to CDZ.
8. Prior to signature of the Sale/Purchase deed, CIDE will
be allowed to investigate and to verify the activity and the
assets of CDZ without interfering in the operation of the
company, and collaborate in the management of CDZ through a
co-manager, at its own expense. CIDE promises to keep
strict confidentiality regarding the information obtained
during such transaction period. Likewise, and for that same
period, CDZ will maintain the activity and the ordinary
operations of the company and will abstain from performing
any operation that could damage the value of its assets or
to increase its liability without the knowledge of CIDE,
making sure to carry out any actions in order to maintain
the validity of casino's gaming license and obtaining the
authorization of transfer of the casino facilities to the
city of Xxxxxxxx.
9. Both Sellers and Buyer agree to use the Proforma
Closing Statement as defined in clause IX of this agreement
in order to establish the consolidated balance sheet of CDZ
and its subsidiary companies such as CATERING Y GESTION,
S.L. and LOS XXXXXXX, X.X., to achieve the Final Sales
Proceed.
10. TWC, to the best of its knowledge, has informed CIDE of
all problems and/or pending issues with regards to CDZ that
could have future consequences for the company. Recognizing
the facts written here-before, both Sellers and Buyer agree
that the terms of the sale price are such that the Sellers
and or its affiliates shall remain free and exempt of any
responsibility or liability with respect to future claims
concerning CDZ.
11. This agreement is subject to: 1) Granting of
authorization of Diputacion General of Aragon for the
transfer of the shares of CDZ to CIDE or its designated
affiliate, and, 2) Obtaining by CIDE, sufficient and fully
satisfactory answers, to its sole and exclusive judgment,
from Diputacion General of Aragon, regarding the
possibility, legality, and time limit of the transfer of CDZ
to the city of Xxxxxxxx, and of the remaining conditions
that CIDE estimate necessary and convenient in relation to
such transfer.
12. TWC hereby agrees to abstain from maintaining any
relations with third parties with respect to the sale of the
shares of CDZ prior to November 6, 2001.
13. Due to the fact that CDZ is in the process of reduction
of capital to zero and increasing the same capital to
1,250,000 euros, both Sellers and Buyer recognize that the
sale of the shares includes shareholders inherent
preferential rights of subscription to the new shares to be
issued in the above mentioned recapitalization, already
exercised by the Sellers, consequently obliging CIDE to meet
and fulfill the obligations assumed by the Sellers in such
increase of capital.
/s/ Don Xxxxxx Xxxxxx-Eichibegian /s/ Don Xxxxxx Xxxxxx Xxxxxx
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Don Xxxxxx Xxxxxx-Eichibegian Don Xxxxxx Xxxxxx Xxxxxx
