-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9frz2x7HrmXe1578gEqsyqn1o1+bI0NSGfHhfOvTrLR3LnwL+Jz5Ijs9PQx2ZHh JYP0EfXZFpA4VHCp3FbxoA== 0000948830-01-500289.txt : 20010618 0000948830-01-500289.hdr.sgml : 20010618 ACCESSION NUMBER: 0000948830-01-500289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010601 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 841034868 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17436 FILM NUMBER: 1661698 BUSINESS ADDRESS: STREET 1: 6730 LAS VEGAS BOULEVARD CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027987777 MAIL ADDRESS: STREET 1: 53 FORMER COMPANY: FORMER CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LAGUNA CAPITAL CORP DATE OF NAME CHANGE: 19890123 FORMER COMPANY: FORMER CONFORMED NAME: LA JOLLA CAPITAL CORP DATE OF NAME CHANGE: 19860526 8-K 1 spen-8k.txt SPORTS ENTERTAIN 8-K DTD 6/1/01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 June 1, 2001 ------------------------------------------------ Date of Report (date of earliest event reported) SPORTS ENTERTAINMENT ENTERPRISES, INC. ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Colorado 0-17436 84-1034868 - --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 6730 Las Vegas Boulevard South, Las Vegas, Nevada 89119 ----------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (702) 798-7777 -------------------------------------------------- Registrant's Telephone Number, Including Area Code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 1, 2001, All-American SportPark, Inc. ("AASP"), a majority owned subsidiary of Sports Entertainment Enterprises, Inc., completed a transaction pursuant to a Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the "Landlord") to terminate the lease relating to AASP's All- American SportPark property in Las Vegas, Nevada, and to transfer all of the leasehold improvements and personal property located on the premises to the Landlord. This agreement provides that it is effective as of May 30, 2001, but the transaction was actually completed on June 1, 2001. As part of the agreement, the Landlord agreed to waive all liabilities of AASP to the Landlord with respect to the SportPark, and with the exception of a limited amount of unsecured trade payables, the Landlord agreed to assume responsibility of all other continuing and contingent liabilities related to the SportPark. The Landlord agreed to cancel all of AASP's back rent obligations for the Callaway Golf Center for periods through April 30, 2001. The Callaway Golf Center remains an operating business of AASP. In addition, all common stock of SPEN owned by AASP's Chairman, its President and a related entity that had been pledged to the Landlord pursuant to the original SportPark financing has been returned unencumbered. As part of the transaction, AASP agreed to issue the Landlord a 35 percent ownership interest in All-American Golf Center Inc. ("AAGC"), which is the subsidiary that owns and operates the Callaway Golf Center. In connection with the issuance of the 35% interest in AAGC to the Landlord, AASP, AAGC and the Landlord entered into a Stockholders Agreement which provides certain restrictions and rights on the AAGC shares to be issued to the Landlord. The Landlord will be permitted to designate a non-voting observer of meetings of AAGC's board of directors. In the event of an uncured default of the lease for the Callaway Golf Center, so long as it holds a 25% interest in AAGC the Landlord will have the right to select one director of AAGC. As to matters other than the election of Directors, the Landlord has agreed to vote its shares of AAGC as designated by AASP. Since December 31, 2000, the Company has accounted for the All-American SportPark business as discontinued operations pursuant to a formal plan to dispose of this property. As of December 31, 2000, AASP estimated that there would be no gain or loss on the disposition of the SportPark property. As of June 1, 2001 (the disposition date), it has been determined that a loss of approximately $160,000 will be recorded on the disposition of the SportPark property. This loss has arisen mainly because actual net income of the SportPark business since December 31, 2000 was less than what was estimated as of December 31, 2000. AASP and its subsidiaries' continuing operations consist of the 65% ownership and operation of the Callaway Golf Center, a premier golf practice facility located on 42 acres of Las Vegas "Strip" frontage. The Golf Center features a night-lit 9-hole par 3 golf course, 113 station two-tiered driving range, a full clubhouse featuring the Callaway Golf club fitting swing analyzer. The clubhouse also includes three tenants: the Saint Andrews Golf Shop with Callaway merchandise; the Giant Golf teaching academy; and the Bistro 10 restaurant and bar. The Company also operates a golf and tennis retail store located in Las Vegas at Rainbow Boulevard and Sahara Avenue. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) EXHIBITS. Exhibit 10.1 Restructuring and Settlement Filed herewith Agreement with Urban Land of electronically Nevada, Inc., et al. Exhibit 10.2 Stockholders Agreement with Filed herewith All-American Golf Center, Inc. electronically and Urban Land of Nevada, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. SPORTS ENTERTAINMENT ENTERPRISES, INC. Dated: June 14, 2001 By:/s/ Kirk Hartle Kirk Hartle, Chief Financial Officer 3 EX-10 2 ex-101.txt SPEN EXHIBIT 10.1 TO 8-K DTD 6/1/01 EXHIBIT 10.1 RESTRUCTURING AND SETTLEMENT AGREEMENT THIS RESTRUCTURING AND SETTLEMENT AGREEMENT ("Agreement") is entered into and effective as of May 30, 2001, by and among ALL-AMERICAN SPORTPARK, LLC, a Nevada limited liability company ("AASP LLC"), SPORTPARK LAS VEGAS, INC., a Nevada corporation ("SPLV"), THE ALL-AMERICAN GOLF CENTER, INC., a Nevada corporation ("AAGC"), ALL-AMERICAN SPORTPARK, INC., a Nevada corporation formerly known as Saint Andrews Golf Corporation ("AASP"), SPORTS ENTERTAINMENT ENTERPRISE, INC., a Nevada corporation ("SPEN"), SPORTPARK MANAGEMENT, INC., a Nevada corporation ("SPMI"), VASO BORETA ("VB"), RONALD S. BORETA ("RSB"), BORETA ENTERPRISES, LTD., a Nevada limited liability company ("BEL"), URBAN LAND OF NEVADA, INC., a Nevada corporation ("Urban Land") and URBAN INVESTMENTS LLC, a Nevada limited liability company ("UIL"). AASP LLC, SPLV, AAGC, AASP, SPEN, SPMI, VB, RSB, BEI, Urban Land and UIL shall hereinafter sometimes be referred to individually as a "Party" and collectively as the "Parties." Factual Background A. Urban Land entered into a certain Lease Agreement dated June 13, 1997 (the "SportPark Lease") with SPLV pertaining to a certain parcel of 23.61 acres of land (the "SportPark Premises"). AASP LLC is the successor lessee under the SportPark Lease under an Assignment and Assumption Agreement dated September 16, 1998. A Memorandum of Lease regarding the SportPark Lease was recorded in the Official Records of Clark County, Nevada, on June 23, 1997, in Book 970623 as Instrument No. 00042. AASP guaranteed the lessee's obligations under the SportPark Lease. B. AASP LLC is in default under the SportPark Lease for nonpayment of rent and other monetary obligations such as real estate taxes as of the date hereof (the "SportPark Back Rent"). C. Urban Land is the lessor and AAGC is the successor lessee under that certain Lease Agreement made and entered into as of June 13, 1997 by and between Urban Land, and All-American Golf Center, LLC, a California limited liability company, as amended by Amendment to Lease Agreement and Amendment to Memorandum of Lease dated September 17, 1997, and assigned to AAGC pursuant to a certain Assignment of Ground Lease dated December 30, 1998 (the "Golf Center Lease"), whereby Urban Land leased to AAGC certain "Leased Premises" consisting of approximately 41.37 acres as defined therein (the "Golf Center Premises"). AASP guaranteed the lessee's obligations under the Golf Center Lease. D. AAGC is in breach of the Golf Center Lease by virtue of nonpayment of rent (the "Golf Center Back Rent"). E. SPLV and SPMI collectively own all of the member interests in AASP LLC. F. AASP owns all of the outstanding equity interests in SPLV and AAGC. G. SPEN owns a majority of the outstanding common shares and all of the outstanding preferred shares of AASP. H. VB, RSB and BEL own common shares of SPEN (the "Collateral Stock"). I. AASP LLC obtained the First Loan (as defined below) from Nevada State Bank evidenced by the First Loan Documents (as defined below). UIL purchased the First Loan, Second Loan, and Zion's Lease from Nevada State Bank and is the successor in interest to Nevada State Bank in connection with the Loans and that Lease. J. In order to induce Nevada State Bank to provide the First Loan, Urban Land executed a Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing (the "Urban Land Trust Deed"); K. In order to induce Urban Land to provide the Urban Land Trust Deed, VB, RSB and BEL pledged the Collateral Stock and VB granted a lien on certain real property (the "Voss Property") to Urban Land pursuant to a Collateral Assignment Agreement among Urban Land, AASP, VB, RSB and BEL (the "Collateral Assignment"). L. In order to resolve various claims related to, and to restructure, the foregoing arrangements, the parties desire to agree as set forth below. Agreement 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Boreta Parties" means VB, RSB and BEI. "Charter Equipment" means the equipment which is subject to the Charter Financial Documents. "Charter Financial Documents" means the personal property financing lease documents with Charter Financial, Inc., including without limitation the following: Lease of Personal Property Number 6199, Purchase Agreement, Guaranty Agreement executed by AASP and SPEN and all other documents executed in connection with the Lease of Personal Property, as amended as of the date hereof. "Claims" means any and all claims, demands, damages, losses, liabilities and causes of action, of whatever kind or nature, whether in law or in equity, whether known or unknown, whether suspected or unsuspected, including without limitation those related to unknown and unsuspected injuries as well as unknown and unsuspected consequences of known or suspected injuries. "First Loan" means the loan from Nevada State Bank to AASP LLC in the stated principal amount of $13,500,000. "First Loan Documents" means all of the documents evidencing, securing or delivered in connection with the First Loan, including without limitation the following: Term Loan Agreement, Promissory Note, Term Loan Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing executed by AASP LLC, the Urban Land Trust Deed, Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing executed by VB, a security interest in personal property, UCC-1 financing statements and all other documents executed in connection with the First Loan. 2 "MLBB License Agreement" means the Letter Agreement dated as of December 22, 1994, amended as of August 25, 1997, by and between Major League Baseball Properties and AASP, as amended as of the date hereof. "NASCAR Agreement" means the License Agreement dated as of August 1, 1995 by and between National Association for Stock Car Auto Racing, Inc. and AASP, as amended as of the date hereof. "Pepsi Agreement" means the Sponsorship Agreement dated as of December 4, 1997 by and between AASP and the Pepsi-Cola Company, as amended as of the date hereof. "Nevada State Bank" means Nevada State Bank, a Nevada banking corporation. "Second Loan" means the loan from Nevada State Bank to SPLV in the stated principal amount of $39,055. "Second Loan Documents" means all of the documents evidencing, securing or delivered in connection with the Second Loan, including without limitation the following: Business Loan Agreement, Promissory Note, Commercial Security Agreement, UCC-1 financing statements and all other documents executed in connection with the Second Loan. "Securities Act" means the Securities Act of 1933, as amended. "Sierra Agreement" means Lease and Concession Agreement between All-American Golf LLC, Saint Andrews Golf Corporation, Sierra Sportservice, Inc. and Sportservice Corporation dated as of September 17, 1997, as amended as set forth on Exhibit A to this Agreement. "Sony Agreement" means the Purchase Agreement dated as of June 2, 1998 with Sony Electronics, Inc. "SportPark Agreements" means those leases of personal property located in or agreements relating to the operation of the SportPark Premises listed on Exhibit D to this Agreement. "SportPark Parties" means, collectively, AASP LLC, SPLV, AAGC, AASP, SPEN and SPMI. "Stockholders Agreement" means the Stockholders Agreement by and between Urban Land, AASP and AAGC in the form attached as Exhibit E to this Agreement "Urban Parties" means, collectively, Urban and UIL. "Zion" means Zion's Credit Corporation, a Utah corporation and an affiliate of Nevada State Bank. "Zion's Lease" means the financing lease from Zion to SPLV dated July 17, 1998. 3 "Zion's Lease Documents" means all of the documents evidencing, securing or delivered in connection with the Zion's Lease, including without limitation the following: Master Finance Lease No. 7659 dated July 17, 1998, Trust Deed dated July 17, 1998 executed by VB for the benefit of Zion, UCC-1 financing statements and all other documents executed in connection with the Zion's Lease. 2. SportPark Transactions. Subject to satisfaction of the conditions precedent stated in Section 6 below: (a) Termination of SportPark Lease. The SportPark Lease shall be terminated effective May 31, 2001 at 12:00 midnight (the "SportPark Termination Time"). AASP LLC agrees to surrender possession of the SportPark Premises at the SportPark Termination Time. AASP LLC and Urban Land shall execute and record in the real property records a Memorandum of Lease Termination in the form attached as Exhibit B to this Agreement. Urban Land accepts the SportPark Premises "as-is" without warranty or representation or any obligation of AASP LLC to repair or replace any part of the SportPark Premises or any improvements or personal property thereon. (b) Termination of Collateral Agreement. Effective as of the SportPark Termination Time, the Collateral Assignment is hereby terminated. (c) Release of Liability with respect to Loan and Lease Documents. Effective as of the SportPark Termination Time, the Urban Parties hereby release the SportPark Parties and the Boreta Parties from all personal liability for any obligations under or with respect to the First Loan and the First Loan Documents, the Second Loan and the Second Loan Documents, the Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the SportPark Parties and the Boreta Parties with respect to any of the foregoing. Notwithstanding the foregoing or anything to the contrary in this Agreement or any document executed pursuant to this Agreement, the First Loan, Second Loan, and Zion's Lease shall remain in effect as nonrecourse obligations, and the Term Loan Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing executed by AASP LLC, and the Urban Land Trust Deed shall remain in effect as liens against the SportPark Premises and the SportPark Lease and all other security documents (other than the Collateral Assignment) shall remain in full force and effect; provided, however, that the Urban Parties will commence no actions against the SportPark Parties or the Boreta Parties, and will not obtain or enforce any judgments against them, except to enforce such Deeds of Trust and security agreements against the collateral identified therein. (d) Personal Property. AASP LLC agrees to transfer to Urban Land all leasehold improvements and personal property located on the SportPark Premises, which improvements and personal property are owned by AASP LLC. AASP LLC shall deliver to Urban Land a Bill of Sale in the form attached as Exhibit C hereto (e) Insurance Proceeds. AASP LLC agrees to deliver to Urban Land an assignment of, and to pay to Urban Land, all property insurance proceeds which AASP LLC may receive as a result of casualty arising from vandalism at the SportPark Premises involving equipment, including without limitation, certain Charter Equipment, but only to the extent such insurance proceeds are actually paid to AASP LLC. 4 (f) Sierra Agreement. Subject to the terms of this Agreement, AASP LLC hereby assigns to Urban Land all of its rights and obligations as successor sublessor in connection with the Sierra Agreement but only as it pertains to the SportPark Premises. AASP LLC represents and warrants to Urban Land that the Sierra Agreement has not been amended or modified, except as described in Exhibit A to this Agreement. Urban Land hereby assumes all obligations of AASP LLC as an "Owner" under the Sierra Agreement, as it pertains to the SportPark Premises. Urban Land and AASP agree to use commercially reasonable efforts to enter into new agreements with Sierra separating obligations relating to the SportPark Premises from those relating to the Golf Center Premises. (g) Pepsi Agreement. AASP LLC and AASP hereby assign to Urban Land all of their rights and obligations in connection with the Pepsi Agreement but only as it pertains to the SportPark Premises after the SportPark Termination Time. Urban Land hereby assumes all obligations under the Pepsi Agreement, as it pertains to the SportPark Premises, accruing after the SportPark Termination Time. Urban Land and AASP agree to use commercially reasonable efforts to enter into new agreements with Pepsi separating obligations relating to the SportPark Premises from those relating to the Golf Center Premises. (h) SportPark Agreements. AASP LLC and AASP hereby assign to Urban Land all of their rights and obligations under the SportPark Agreements. AASP LLC represents and warrants to Urban Land that AASP LLC has provided to Urban Land true and correct copies of all such SportPark Agreements. Urban Land hereby assumes all obligations of AASP LLC and/or AASP under such SportPark Agreements accruing after the SportPark Termination Time. (i) MLBB Agreement and NASCAR Agreement. Urban Land acknowledges and agrees that it does not have any right or interest in or to the MLBB Agreement or the NASCAR Agreement or the rights granted thereunder. Urban Land and AASP agree to use commercially reasonable efforts to facilitate a cancellation of the MLBB Agreement and the NASCAR Agreement. Urban Land agrees that it will take all actions necessary to avoid a violation of the terms of MLBB Agreement or the NASCAR Agreement, including without limitation, removal of all trademarks or servicemarks on the SportPark Premises. (j) Delivery of Documents. Within two (2) business days after the SportPark Termination Time, AASP LLC shall deliver to Urban Land (i) the originals, or copies if originals are not available, of the property insurance policy covering the SportPark Premises and the SportPark Agreements, (ii) duplicate originals if available or if not available, copies of the Sierra Agreement and all amendments and modifications thereto and the Pepsi Agreement, and (iii) copies of the MLBB Agreement, and the NASCAR Agreement. 3. Golf Center Transactions. Subject to satisfaction of the conditions precedent stated in Section 6 below: (a) Cancellation of Golf Center Back Rent. Urban Land agrees to cancel the obligations of AAGC for the Golf Center Back Rent through and including April 30, 2001. Urban Land hereby withdraws the Notice of Default dated as of May 17, 2001 and acknowledges and agrees that no other defaults are pending with respect to the Golf Center Lease. 5 (b) Golf Center May Rent. Concurrently with the execution of this Agreement, AAGC agrees to pay in full the May rent obligations of AAGC under the Golf Center Lease in the amount of Thirty-Three Thousand One Hundred Seventy-Three and Eight One-Hundredths Dollars ($33,173.08). (c) Future Rent. This Agreement does not constitute a modification or forgiveness of any of AAGC's obligations with respect to rent owed under the Golf Center Lease for periods beginning May 1, 2001. Tenant shall pay the May rent in full as provided in Section 3(b) above, and thereafter shall pay June rent and all future rent under the Lease in a timely manner. (d) Negotiation of Amendment of Golf Center Lease. Upon Urban Land's written request, AAGC agrees to enter into good faith negotiations to amend the Golf Center Lease to release from the Leased Premises (as defined therein) land not necessary for AAGC's operations sufficient for construction of a 120-unit motel and/or an office or retail building containing not more than 10,000 square feet with parking, landscaping, and other facilities as required by law and as are customary for similar developments; provided however, the precise size and location of such project and the other terms relating thereto shall be subject to the approval of AAGC which shall not be unreasonably withheld or delayed. Urban Land shall be responsible for any costs of reconfiguring the golf course in connection with such release. Any amendments to the Golf Center Lease shall provide that the Minimum Rent payable under the Golf Center Lease shall be reduced or increased in proportion to any reduction or increase in acreage of the Golf Center Premises. 4. AAGC Transactions. Subject to satisfaction of the conditions precedent stated in Section 6 below: (a) AAGC Stock. In consideration of the agreements set forth in this Agreement, AAGC agrees to issue to Urban Land a stock certificate evidencing thirty-five percent (35%) of the total issued and outstanding common shares of AAGC as of the date of this Agreement (the "Urban Land Shares"). Each stock certificate representing Urban Land Shares shall be stamped or otherwise imprinted with a legend as provided in the Stockholders Agreement, in addition to any legend required under applicable state securities laws. AAGC represents and warrants that it has issued and has currently outstanding one hundred shares of common stock (the "AAGC Shares"), all of which are held by AASP prior to the issuance contemplated by this Agreement. AAGC represents and warrants that all AAGC Shares are duly authorized, validly issued and outstanding and fully paid and non-assessable; there are no other classes of shares or securities of AAGC which have been authorized or issued, including but not limited to, any other special shares or any securities convertible or exchangeable into any capital shares of AAGC, and no option, warrants or other rights to purchase or subscribe to any capital shares of AAGC, or securities convertible or exchangeable into any capital shares of AAGC are presently outstanding, and no authorization therefor is presently in effect or contemplated. AAGC represents and warrants that, upon delivery of the stock certificate evidencing the Urban Land Shares to Urban Land pursuant to this Agreement, Urban Land shall receive good and marketable title to Urban Land Shares, free and clear of any pledge, lien, charge, voting trust agreement or other encumbrance except the Stockholders Agreement contemplated by this Agreement and applicable securities laws. (b) Stockholders Agreement. Urban Land, AASP and AAGC agree to execute and deliver the Stockholders Agreement. 6 (c) Investment Representations. Urban Land understands that neither the Urban Land Shares nor the AAGC Shares have been registered under the Securities Act. Purchaser also understands that the Urban Land Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Urban Land's representations contained in this Agreement. Urban Land hereby represents and warrants as follows: (i) Urban Land Bears Economic Risk. Urban Land has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to AAGC and has the capacity to protect its own interests. Urban Land must bear the economic risk of this investment indefinitely unless the Urban Land Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Urban Land understands that AAGC has no present intention of registering the Urban Land Shares or any AAGC Shares. Urban Land also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Urban Land to transfer all or any portion of the Urban Land Shares under the circumstances, in the amounts or at the times Purchaser might propose. (ii) Acquisition for Own Account. Urban Land is acquiring the Urban Land Shares for Urban Land's own account for investment only, and not with a view towards their distribution. (iii) Urban Land Can Protect Its Interest. Urban Land represents that by reason of its, or of its management's, business or financial experience, Urban Land has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. Further, Urban Land is aware of no publication of any advertisement in connection with the transactions contemplated in this Agreement. (iv) Accredited Investor. Urban Land represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (v) AAGC Information. Urban Land has had an opportunity to discuss AAGC's business, management and financial affairs with directors, officers and management of AAGC and has had the opportunity to review the AAGC's operations and facilities. Urban Land has also had the opportunity to ask questions of and receive answers from, AAGC and its management regarding the terms and conditions of this investment. (vi) Rule 144. Urban Land acknowledges and agrees that the Urban Land Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Urban Land has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about AAGC, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. 7 (vii) Residence. The office or offices of Urban Land in which its investment decision was made is located at the address or addresses of Urban Land at 3271 S. Highland Drive, Suite 709, Las Vegas, Nevada 89109. 5. Release of Collateral Stock and Voss Property. Concurrently with the execution of this Agreement, the Collateral Assignment shall terminate. Urban Land shall deliver to VB, RSB and BEL all stock certificates, stock powers or other instruments relating to the Collateral Stock. Urban Land shall execute and deliver all releases and other documents necessary to terminate and release all liens or other interests in the Voss Property. 6. Conditions Precedent. (a) The obligations of the Urban Parties hereunder are conditioned upon their receipt, at or before the SportPark Termination Time, of all of the following: (i) The Memorandum of Lease Termination executed in recordable form by AASP LLC; (ii) The Bill of Sale executed by AASP LLC; (iii) An Assignment of Insurance Proceeds executed by AASP LLC; (iv) The Golf Center May rent; (v) The Stock Certificate of AAGC evidencing the Urban Land Shares; (vi) The Stockholders Agreement executed by AASP and AAGC; and (vii) Copies of resolutions of the Board of Directors of AASP and AAGC, and of the members of AASP LLC, authorizing the transactions contemplated by this Agreement. (b) The obligations of the SportPark Parties and the Boreta Parties hereunder are conditioned upon their receipt, at or before the SportPark Termination Time, of all of the following: (i) A copy of the Memorandum of Lease Termination executed in recordable form by Urban Land; (ii) The stock certificates evidencing the Collateral Stock; (vi) The Stockholders Agreement executed by Urban Land; and (vii) Copies of resolutions of the Board of Directors of Urban Land and UIL, authorizing the transactions contemplated by this Agreement. 7. Releases and Indemnities. (a) SportPark Parties and Boreta Parties Release. Each of the SportPark Parties and the Boreta Parties, for itself and all of its affiliated persons or entities, hereby waives and releases the Urban Parties, and the parent, subsidiary, and affiliated entities of the Urban Parties, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of the Urban Parties, from any Claims in any way related to the 8 SportPark Lease, the condition or operation of the SportPark Premises prior to the SportPark Termination Time, the Collateral Assignment, the First Loan and the First Loan Documents, the Second Loan and the Second Loan Documents, the Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the SportPark Parties with respect to any of the foregoing. Each of the SportPark Parties and the Boreta Parties, for itself and all of its affiliated persons or entities, hereby waives and releases the Urban Parties, and the parent, subsidiary, and affiliated entities of the Urban Parties, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of the Urban Parties, from any Claims (i) in any way related to the Golf Center Lease or the Golf Center Back Rent and arising prior to the SportPark Termination Time, and (ii) in any way related to guaranties of any of the SportPark Parties with respect to the Golf Center Lease. Notwithstanding the foregoing, the SportPark Parties and the Boreta Parties do not waive or release any claims or obligations under this Agreement or under any documents or agreements delivered pursuant to this Agreement. (b) SportPark Parties Indemnity. Each of the SportPark Parties, for itself and all of its affiliated persons or entities, hereby indemnifies and agrees to defend and hold harmless the Urban Parties, and the parent, subsidiary, and affiliated entities of the Urban Parties, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of the Urban Parties, from any Claims in any way related to (i) the SportPark Premises or the operation thereof on or before the SportPark Termination Time other than Claims arising from obligations assumed by the Urban Parties under this Agreement, (ii) Claims of contractors for work performed on the SportPark Premises contracted for by any of the SportPark Parties, provided however, the SportPark Parties shall have the sole right to defend and settle any such Claims, and (iii) the MLBB Agreement and the NASCAR Agreement other than Claims arising or accruing from the operation of the SportPark Premises on or after the SportPark Termination Time. (c) Urban Parties Release. Each of the Urban Parties, for itself and all of its affiliated persons or entities, hereby waives and releases (i) each of the SportPark Parties and the Boreta Parties, and the respective parent, subsidiary, and affiliated entities of each such Party, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of each of them, from any Claims in any way related to the SportPark Lease, the condition or operation of the SportPark Premises, the SportPark Back Rent, the Golf Center Back Rent, the Collateral Assignment, and (subject to Section 2(c) above) the First Loan and the First Loan Documents, the Second Loan and the Second Loan Documents, the Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the SportPark Parties and the Boreta Parties with respect to any of the foregoing, (ii) each of the SportPark Parties (other than AAGC and AASP) and the Boreta Parties, and the respective parent, subsidiary, and affiliated entities of each such Party other than AAGC and AASP, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of each of them other than AAGC and AASP, from any Claims in any way related to the Golf Center Lease, the Golf Center Back Rent and all guaranties of any of the SportPark Parties (other than AAGC and AASP) and the Boreta Parties with respect to the Golf Center Lease. Each of the Urban Parties, for itself and all of its affiliated persons or entities, hereby waives and releases AAGC and AASP, and the parent, subsidiary, and affiliated entities of AAGC and AASP, and the shareholders, 9 officers, directors, members, partners, employees, attorneys, and agents of AAGC and AASP, from any Claims in any way related to the Golf Center Lease or the Golf Center Back Rent and arising prior to the SportPark Termination Time. Notwithstanding the foregoing, the Urban Parties do not waive or release any claims or obligations under this Agreement or under any documents or agreements delivered pursuant to this Agreement. (d) Urban Parties Indemnity. Each of the Urban Parties, for itself and all of its affiliated persons or entities, hereby indemnifies and agrees to defend and hold harmless each of the SportPark Parties and the Boreta Parties, and the respective parent, subsidiary, and affiliated entities of each such Party, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of each of them, from any Claims in any way related to: (i) the SportPark Premises or the operation thereof on or after the SportPark Termination Time, (ii) the Charter Equipment or the Charter Financial Documents arising or accruing on or after the SportPark Termination Time, (iii) the Sony Agreement arising or accruing on or after the SportPark Termination Time, (iv) the SportPark Agreements arising or accruing on or after the SportPark Termination Time, (v) the Sierra Agreement and all guaranties of any of the SportPark Parties, the Boreta Parties or Calloway Golf Corporation in respect of or relating to the Sierra Agreement to the extent pertaining to the SportPark Premises arising or accruing on or after the SportPark Termination Time, (vi) all amounts payable pursuant to Section 8.5 of the Sierra Agreement to the extent pertaining to the SportPark Premises, (vii) the MLBB Agreement, the NASCAR Agreement or the Pepsi Agreement arising or accruing from the operation of the SportPark Premises on or after the SportPark Termination Time, (viii) the SportPark Lease, the SportPark Back Rent, the Golf Center Back Rent, the Collateral Assignment, and (subject to Section 2(c) above) the First Loan and the First Loan Documents, the Second Loan and the Second Loan Documents, the Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the SportPark Parties and the Boreta Parties with respect to any of the foregoing, and (ix) with respect to each of the SportPark Parties (other than AAGC and AASP) and the Boreta Parties, and the respective parent, subsidiary, and affiliated entities of each such Party, and the shareholders, officers, directors, members, partners, employees, attorneys, and agents of each of them from any Claims in any way related to the Golf Center Lease and all guaranties of any of the SportPark Parties (other than AAGC and AASP) and the Boreta Parties with respect to the Golf Center Lease. 10 8. Consents and Further Assurances. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer or assignment or attempted transfer or assignment of any SportPark Agreement, the Sierra Agreement or the Pepsi Agreement would be a violation of any such agreement or would require any authorizations, approvals, consents or waivers of third parties and such authorizations, approvals, consents or waivers shall not have been obtained prior to the SportPark Termination Time, this Agreement shall not constitute a transfer or assignment or an attempted transfer or assignment or delivery thereof if any of the foregoing would constitute a breach of the rights of any third party until such authorization, approval, consent or waiver is obtained. Subject to the terms and conditions hereof, each of the parties hereto agrees to use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate to effectuate the provisions of this Agreement. 9. Miscellaneous (a) Severability. In the event any provision or part of this Agreement shall be held to be invalid or unenforceable according to its terms by any court or tribunal having jurisdiction over the Parties and subject matter, such holding shall not affect the validity of the other provisions of this Agreement and all other provisions shall remain in effect notwithstanding the invalidity of any such provisions. (b) Governing Law. All questions regarding the construction of this Agreement, and the rights and liabilities of the Parties hereto shall be governed by the laws of the State of Nevada without regard to its provisions regarding conflicts of laws. (c) Assignment. This Agreement shall not be assigned or transferred in whole or in part by any Party without the prior written consent of the other Parties. Any attempted assignment in contravention of this Agreement shall be void and of no effect. (d) Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings both written and oral, with respect to the subject matter hereof. (e) Amendment. No amendment to this Agreement shall be valid unless made in writing and signed by the Parties. (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. (g) Notices. All notices required or permitted to be given hereunder shall be in writing and shall be sent by certified mail, postage prepaid, and it intended for Tenant it shall be addressed: If to SPEN, AASP, AAGC, Ronald S. Boreta, President SPLV, AASP LLC, SPMI, , 6730 S. Las Vegas Boulevard VB, RSB or BEL: Las Vegas, Nevada 89119 Telephone: (702) 317-7302 Facsimile: (702) 309-7407 11 With a copy to: Karen L. Chapman, Esq. Sherman & Howard L.L.C. 633 17th Street, Suite 3000 Denver, Colorado 80202 Telephone: (303) 299-8258 Facsimile: (303) 298-0940 If to Urban Land or UIL: Theodore B. Lee Urban Investments, LLC 3271 S. Highland Drive, #704 Las Vegas, Nevada 89109 Telephone: (702) 369-9595 Facsimile: (702) 369-2776 With a copy to: Stephen B. Yoken, Esq. Gordon & Silver, Ltd. 3960 Howard Hughes Parkway, 9th Floor Las Vegas, Nevada 89109 Telephone: (702) 796-5555 Facsimile: (702) 369-2666 (h) Inurement. Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the Parties hereto. (i) Further Assurances. Each Party shall execute and deliver to the other Party all such other additional documents and instruments as may be reasonably required by the other Party to implement and evidence the purposes and intent of the provisions of this Agreement. (j) Arbitration. Any dispute, claim or controversy between the Parties arising from or relating to this Agreement shall be settled by binding arbitration as provided in section 59 of the Golf Park Lease. (k) Attorneys' Fees. In the event of any controversy, claim or dispute between the Parties relating to this Agreement or the breach thereof, the prevailing Party shall be entitled to recover from the other Party reasonable attorneys' fees and costs. IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement as of the day and year first hereinabove written. ALL-AMERICAN SPORTPARK, LLC., THE ALL-AMERICAN GOLF CENTER, a Nevada limited liability company INC., a Nevada corporation By: SportPark Management, Inc., Managing Member By:/s/ Ronald S. Boreta By: /s/ Ronald S. Boreta Ronald S. Boreta, President Title: President 12 SPORTPARK LAS VEGAS, INC., a Nevada ALL-AMERICAN SPORTPARK, INC., a corporation Nevada corporation By: /s/ Ronald S. Boreta By: /s/ Ronald S. Boreta Title: President Title: President and CEO SPORTS ENTERTAINMENT ENTERPRISE, BORETA ENTERPRISES, LTD., a Nevada INC., a Nevada corporation limited liability company By: /s/ Vaso Boreta By: /s/ Ronald S. Boreta Title: President Ronald S. Boreta, General Manager URBAN LAND OF NEVADA, INC., a Nevada corporation /s/ Ronald S. Boreta By: /s/ Theodore B. Lee /s/ Vaso Boreta Theodore B. Lee, President URBAN INVESTMENTS LLC., a Nevada SPORTPARK MANAGEMENT, INC., a limited liability company Nevada corporation By: /s/ Theodore B. Lee By: /s/ Ronald S. Boreta Title: Manager Title: President 13 EXHIBIT A SIERRA AGREEMENT 1. Lease and Concession Agreement between All-American Golf LLC and Saint Andrews Golf Corporation and Sierra Sportservice, Inc. and Sportservice Corporation dated as of September 17, 1997 2. Agreement dated as of May 5, 1998 between All-American Golf LLC, Saint Andrews Golf Corporation, Callaway Golf Company, Sierra Sportservice, Inc. and Sportservice Corporation 3. Memorandum of Lease and Concession Agreement dated as of September 17, 1997 between Saint Andrews Golf Corporation and All-American Golf LLC, and Sierra Sportservice, Inc. 4. Subordination, Non-Disturbance and Attornment Agreement dated as of September 17, 1997 by and among Urban Land of Nevada, Saint Andrews Golf Corporation, All-American Golf, LLC and Callaway Golf Company and Sierra Sportservice, Inc. 5. Amendment to Lease and Concession Agreement dated as of March 1, 1998 by and between All-American Golf, LLC, Saint Andrews Golf Corporation and Sierra Sportservice, Inc. and Sportservice Corporation. 6. Second Amendment to Lease and Concession Agreement dated as of September 3, 1998 by and between All-American Golf, LLC, Saint Andrews Golf Corporation and Sierra Sportservice, Inc. and Sportservice Corporation 7. Letter from Burton Greenspon to Ron Boreta dated October 21, 1998. EXHIBIT B SPORTPARK MEMORANDUM OF LEASE TERMINATION Recording Requested By and When Recorded Mail To: Stephen B. Yoken, Esq. Gordon & Silver, Ltd. 3960 Howard Hughes Parkway 9th Floor Las Vegas, Nevada 89109 Assessor's Parcel No. 177-04-101-008 MEMORANDUM OF LEASE TERMINATION This Memorandum of Lease Termination is made as of May 30, 2001, by ALL AMERICAN SPORTPARK, LLC, a Nevada limited liability company ("Tenant") with offices at 6730 S. Las Vegas Boulevard, Las Vegas, Nevada 89119 and URBAN LAND OF NEVADA, INC., a Nevada corporation ("Landlord") with offices at 3271 S. Highland Drive, Suite 709, Las Vegas, Nevada 89109. Landlord entered into a certain Lease Agreement dated June 13, 1997 (the "Lease") with All-American SportPark, Inc. pertaining to a certain parcel of 23.61 acres of land. A Memorandum of Lease was recorded in the Official Records of Clark County, Nevada, on June 23, 1997, in Book 970623 as Instrument No. 00042. Tenant is the successor lessee under the Lease under Assignment and Assumption Agreement dated September 16, 1998 and recorded in the Official Records on September 18, 1998 in Book 980918 as Document No. 01077. Landlord and Tenant have agreed that the Lease shall be terminated effective May 31, 2001 at 12:00 midnight. ALL AMERICAN SPORTPARK, LLC, a URBAN LAND OF NEVADA, INC., a Nevada limited liability company Nevada Corporation By: SportPark Management, Inc., Managing Member /s/ Theodore B. Lee Theodore B. Lee, President By: /s/ Ronald S. Boreta Ronald S. Boreta, President STATE OF NEVADA ) ) ss. CLARK COUNTY ) This instrument was acknowledged before me on May 31, 2001, by Ronald S. Boreta as President of SportPark Management, Inc., as Managing Member of All American SportPark, LLC. /s/ Cara Brunette Notary Public 2 STATE OF NEVADA ) ) ss. CLARK COUNTY ) This instrument was acknowledged before me on May 30, 2001 by Theodore B. Lee as President of Urban Land of Nevada, Inc. /s/ Carolyn E. Wright Notary Public 3 EXHIBIT C SPORTPARK BILL OF SALE BILL OF SALE AND ASSIGNMENT For good and valuable consideration, the receipt of which is hereby acknowledged, ALL AMERICAN SPORTPARK, LLC, a Nevada limited liability company ("Seller"), does hereby, sell, assign, transfer and convey to URBAN LAND OF NEVADA, INC., a Nevada corporation ("Buyer"): 1. all tangible personal property of Seller, if any (the "Personal Property"), located on and used in connection with the operation of the improvements on the real property located in the County of Clark, State of Nevada, as more particularly described on Exhibit A attached hereto (the "Real Property"), and 2. any rights Seller may have in connection with contracts related to the Real Property, and the Personal Property, including any leases of personal property, insurance policies and the proceeds of all claims thereunder, subleases, and concession agreements ("Contract Rights"). Buyer accepts such Personal Property and Contract Rights "AS-IS" and "WITH ALL FAULTS" and subject to any existing liens and encumbrances. Seller specifically disclaims all express or implied warranties regarding the existence or condition of, or title to, such Personal Property and Contract Rights, including without limitation the implied warranties of merchantability and suitability for a particular purpose. Date: May 31, 2001. ALL-AMERICAN SPORTPARK, LLC, a Nevada limited liability company By: SportPark Management, Inc., Managing Member By: /s/ Ronald S. Boreta Ronald S. Boreta, President EXHIBIT D SPORTPARK AGREEMENTS Charter Financial Documents Logos Plus Coin Operated Locker Agreement Nevada Pay Phone Lease Agreement Sony Agreement Phone System Lease Radio Lease EXHIBIT E AAGC STOCKHOLDERS AGREEMENT EX-10 3 ex-102.txt SPEN EXHIBIT 10.2 TO 8-K DTD 6/1/01 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the "Agreement") dated as of May 29, 2001 by and among the ALL-AMERICAN GOLF CENTER, INC., a Nevada corporation (the "Corporation"), URBAN LAND OF NEVADA, INC., a Nevada corporation ("ULN"), and ALL-AMERICAN SPORTPARK, INC., a Nevada corporation ("AASP") Factual Background The Corporation is authorized to issue 2,500 shares of Capital Stock, no par value (the "Capital Stock"). ULN and AASP are the only stockholders of the Corporation. The parties hereto deem it in the best interests of the Corporation to provide for continuity in the control and operation of the Corporation as herein provided. Agreement 1. General. (a) Certain Defined Terms. The capitalized terms set forth below shall have the following meanings: "Affiliate" means with respect to any person or entity, any of the corporate parents of such person or entity, any of the subsidiaries of such person or entity, and any other person or entity which directly or indirectly controls, is controlled by or is under common control with such person or entity, which shall include any general or limited partner in the case of a limited partnership or any manager or member in the case of a limited liability company. For purposes hereof, the terms "control" and "controlled by" mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract (written or oral) or otherwise. "Business Day" means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of Nevada) on which banks are open for business in the city of LasVegas. "Capital Stock" means Capital Stock and any other capital stock of the Corporation and any warrants, options, securities convertible into or exchangeable for or other rights to acquire or entitlements to receive Capital Stock or other capital stock of the Corporation. "Event of Default" means a payment default which has not been cured after written notice and the expiration of all grace periods provided in that certain Lease Agreement made and entered into as of June 13, 1997 by and between Urban Land, as Urban Land and All-American Golf Center, LLC, a California limited liability company, as amended by Amendment to Lease Agreement and Amendment to Memorandum of Lease dated September 17, 1997, and assigned to the Corporation pursuant to a certain Assignment of Ground Lease dated December 30, 1998, whereby Urban Land leased to the Corporation certain "Leased Premises" consisting of approximately 41.37 acres as defined therein. "Person" means an individual or a corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. "Stockholders" means, subject to Section 7 hereof, ULN and AASP collectively. "Subsidiary" of any person or entity means any corporation, partnership, limited liability company, trust, joint venture, association or other business entity of which more than 50% of the total voting power of shares of stock or other interests therein entitled to vote in the election of members of the governing body thereof is at the time owned or controlled, directly or indirectly, by such person or entity or one or more of the other Subsidiaries of such person or entity or a combination thereof. (b) Reorganization, etc. The provisions of this Agreement shall apply mutatis mutandis to any shares or other securities resulting from any stock split or reverse split, stock dividend, reclassification of the Capital Stock, consolidation, merger or reorganization of the Corporation, and any shares or other securities of the Corporation or of any successor company which may be received by any of the Stockholders (and/or their respective successors, permitted assigns, legal representatives and heirs) by virtue of such Investor's ownership of Capital Stock. 2. Restrictions on Transfer of Capital Stock. No Capital Stock shall be sold, assigned, bequeathed, devised, transferred or pledged, except as permitted under this Agreement. 3. Voting Rights. (a) Observer Rights. The Corporation shall make available to a person designated by ULN (an "Observer") non-voting observation rights with respect to all meetings of the Corporation's Board of Directors held on or after the date of this Agreement for as long as ULN holds at least 25% of the shares of Capital Stock of the Corporation. Each Observer shall be entitled to receive copies of all notices, minutes, consents, and other materials that the Corporation provides to its directors at the same time such materials are distributed to the directors of the Corporation; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. (b) Board of Directors. (i) Each of the Stockholders covenants and agrees that in any election of directors of the Corporation, including by written consent, they shall vote all voting Capital Stock of the Corporation owned or controlled by them in favor of a Board of Directors of the Corporation comprised of not more than five (5) directors. Prior to the occurrence and continuance of an Event of Default, each of the Stockholders covenants and agrees that in any election of directors of the Corporation, including by written consent, they shall vote all voting Capital Stock of the Corporation owned or controlled by them in favor of directors designated by AASP. After the occurrence and during the continuance of an Event of Default, each of the Stockholders covenants and agrees that in any election of directors of the Corporation, including by written consent, they shall vote all voting Capital Stock of the Corporation owned or controlled by them in favor of four directors designated by AASP and one director designated by ULN; provided that the right of ULN to designate directors shall terminate if ULN ceases to own at least 25% of the outstanding Capital Stock of the Corporation. 2 (ii) After the occurrence and during the continuance of an Event of Default, the Corporation and the Stockholders covenant and agree that any committee of the Board of Directors of the Corporation shall contain one designee of ULN, so long as ULN is entitled to designate a director under Subsection (b)(i). (iii) In the event that any vacancy in the Board of Directors of the Corporation occurs for any reason, each of the Stockholders covenants and agrees to vote all shares of voting Capital Stock of the Corporation owned or controlled by them and the Corporation agrees to otherwise use its reasonable best efforts to fill the vacancy, in such a manner that the Board of Directors of the Corporation will include the directors designated in accordance with the provisions of subsection (b)(i) above. In addition to the foregoing, after the occurrence and during the continuance of an Event of Default, in the event that at any time ULN determines to replace or remove its designee to the Board of Directors of the Corporation, each of the Stockholders agrees to vote all shares of voting Capital Stock of the Corporation owned or controlled by them for such replacement or removal and for the replacement designee of ULN to the Board of Directors of the Corporation, in accordance with the terms of this Section 3. After the occurrence and during the continuance of an Event of Default, the Corporation hereby agrees to cause such designated candidates and replacements to be elected to its Board of Directors and any committees of the Board of Directors of the Corporation. (c) In any election of directors of the Corporation, the Corporation hereby agrees to recommend for election the director, if any, that ULN is entitled hereunder to designate at the time of such election. (d) Notwithstanding the foregoing, ULN may, in its sole discretion, terminate its right to designate directors pursuant to Section 3(b) above by written notice to the Corporation. (e) Each of the Stockholders covenants and agrees that in any other matters voted upon by the shareholders of the Corporation, including by written consent, they shall vote all voting Capital Stock of the Corporation owned or controlled by them in the manner designated by AASP. (f) The Corporation and the Stockholders hereby covenant and agree to cause the By-Laws of the Corporation to be expressly subject to the provisions of this Section 3. 4. Right of First Refusal. (a) Whenever and as often as any Investor (the "Selling Stockholder") desires to sell any shares of the Capital Stock pursuant to a bona fide offer for the purchase thereof in a private transaction, the Selling Stockholder shall give written notice (the "Notice") to the other Stockholders (each, an "Offeree" and collectively, the "Offerees") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Selling Stockholder shall cause any such offer to be reduced to a writing between the Selling Stockholder and the prospective purchaser) and specifying the number of shares of Capital Stock which the Selling Stockholder desires to sell (collectively, the "Seller's Shares"), the name of the Person or Persons to whom the Selling Stockholder desires to make such sale (who may not be a direct competitor of the Corporation or an Affiliate thereof) and the dollar 3 value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offerees initially shall have the first right and option to purchase all of the Seller's Shares, pro rata according to their respective holdings of Capital Stock, at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice. Failure of any Offeree to respond to the Notice within the applicable 30-day period shall be deemed to constitute a notification to the Selling Stockholder of such Offeree's decision not to exercise the first right and option to purchase the Seller's Shares under this Section 4(a). In such event (and in the event that an Offeree shall notify the Selling Stockholder of such Offeree's decision not to exercise its first right and option) the Selling Stockholder shall give written notice to each of the other Offerees who have agreed to purchase its pro rata share of the Seller's Shares and each such Offeree shall have the right, exercisable for a period of five Business Days from the date of receipt of such notice, to purchase the remaining Seller's Shares, as provided above, for the consideration equal to the dollar value of the consideration offered for such Seller's Shares as set forth in the Notice, pro rata according to such Offeree's holdings of Capital Stock. This process shall be repeated until one or more such Offerees have agreed, or no one or more such Offerees have agreed, to accept the offer with respect to all of the Seller's Shares. Failure of any such Offeree to respond to such notice within the five Business Day period shall be deemed to constitute a notification to the Selling Stockholder of such Offeree's decision not to exercise the first right and option to purchase the remaining Seller's Shares under this Section 4(a). (b) The Offerees may exercise the right and option provided in Section 4(a) above by giving written notice to the Selling Stockholder and the Corporation not later than the close of business on the date of expiration of such right and option (or if such date is not a Business Day, then on or before the close of business on the next succeeding Business Day), advising of the election to exercise the same and the date (not later than 30 days from the date of expiration of all applicable first right and options to purchase the Seller's Shares under this Section 4) upon which payment of the purchase price for the Seller's Shares shall be made; provided that upon the request of the Offerees, the Selling Stockholder shall extend such 30-day period for up to an additional 30 days, provided that the Selling Stockholder shall have been provided with evidence satisfactory to him that the Offerees have sufficient financing committed and available to them, and are otherwise able, to consummate the transactions contemplated hereby. The Selling Stockholder shall cause to be delivered to the Offeree(s) at the Corporation's principal executive office, on the payment date specified in such notice, the certificate or certificates representing the Seller's Shares, properly endorsed for transfer together with all necessary transfer stamps affixed thereto, against payment of the purchase price therefor by the Offeree(s) in immediately available funds in the case of the cash portion of such purchase price. (c) In the event that all of the Seller's Shares are not purchased by the Offerees hereunder, the Selling Stockholder shall then offer the Corporation the right and option to purchase the balance of the Seller's Shares at the same purchase price and, subject to subsection (a) above, on the same terms as offered to the Offerees. Failure of the Corporation to respond to such notice within a ten-day period from the date of receipt of such offer shall be deemed to constitute a notification to the Selling Stockholder of the Corporation's decision not to exercise the right and option to purchase the 4 Seller's Shares under this Section 4(c). Any designee of the Selling Stockholder pursuant to Section 3 on the Board of Directors of the Corporation shall not participate in the Corporation's decision whether or not to exercise the right and option to purchase the Seller's Shares under this Section 4(c). (d) The Corporation may exercise the right and option provided in Section 4(c) by giving written notice to the Selling Stockholder not later than the close of business on the date of expiration of such right and option (or if such date is not a Business Day, then on or before the close of business on the next succeeding Business Day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Shares shall be made; provided that upon the request of the Corporation, the Selling Stockholder shall extend such 30-day period for up to an additional 30 days, provided that the Selling Stockholder shall have been provided with evidence satisfactory to it that the Corporation has sufficient financing committed and available to it, and is otherwise able, to consummate the transactions contemplated hereby. The Selling Stockholder shall cause to be delivered to the Corporation's principal office, on the payment date specified in such notice, the certificate or certificates representing the Seller's Shares being purchased by the Corporation, properly endorsed for transfer together with all necessary transfer stamps affixed thereto, against payment of the purchase price therefor by the Corporation, subject to subsection (a) above, in immediately available funds. (e) If all the Seller's Shares are not purchased by the Offerees and/or the Corporation in accordance with this Section 4, the Selling Stockholder (i) shall not be required to sell any of the Seller's Shares to the Offerees or to the Corporation and (ii) may, during the 60-day period commencing on the expiration of the rights and options provided for in subsections (a) through (d) of this Section 4, sell all (but not less than all) of the Seller's Shares to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, free of the restrictions contained in Section 4 of this Agreement (but subject to the other terms and conditions hereof). 5. Information Rights. (a) The Corporation shall deliver to each Investor (the "Major Holders") which holds, together with its Affiliates, an aggregate of at least twenty-five percent (25%) of the outstanding shares of Capital Stock of the Corporation: (i) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Corporation commencing with the fiscal year ending December 31, 2001 a consolidated balance sheet and statements of operations and cash flow for such fiscal year. Such year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"); (ii) within 45 days of the end of each quarter in each fiscal year of the Corporation, an unaudited consolidated balance sheet and statements of operations and cash flow for and as of the end of such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding 5 fiscal year, and including comparisons to quarterly budgets, all in reasonable detail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (iii) not less than 45 days prior to the end of each fiscal year, an operating budget forecasting the Corporation's revenues, expenses, cash position, balance sheet, statements of operations and cash flow on a month-to-month basis for the next fiscal year and any other budgets or revised budgets prepared by the Corporation. 6. Right of First Offer. (a) The Corporation hereby grants, on the terms set forth in this Section 6, to each Investor who holds at least 25% of the outstanding Capital Stock of the Corporation the right of first offer to purchase such Investor's pro rata share of the New Securities (as defined in Section 6(b)) which the Corporation may, from time to time, propose to sell and issue. Such Stockholders may purchase said New Securities on the same terms and at the same price at which the Corporation proposes to sell the New Securities. The pro rata share of each Investor, for purposes of this right of first offer, is (except as set forth in Section 6(c) below) the ratio of the total number of shares of Capital Stock held by such Investor, to the total number of shares of Capital Stock outstanding immediately prior to the issuance of the New Securities. (b) "New Securities" shall mean any capital stock of the Corporation, whether now authorized or not, and any rights, options or warrants to purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into said capital stock; provided that "New Securities" does not include (i) securities offered pursuant to a registration statement filed under the Securities Act of 1933, as amended, (ii) securities issued pursuant to the bona fide acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization, (iii) all shares of Capital Stock or other securities hereafter issued or issuable to officers, directors, employees or consultants of the Corporation pursuant to any employee or consultant stock offering, plan or arrangement approved by the Board of Directors of the Corporation; and (iv) all shares of Capital Stock or other securities issued to suppliers or lenders or issued in connection with equipment leasing or equipment financing arrangements. (c) In the event the Corporation proposes to undertake an issuance of New Securities, it shall give to the Stockholders written notice (the "Notice") of its intention, describing the type of New Securities, the price, the terms upon which the Corporation proposes to issue the same, and a statement as to the number of days from receipt of such Notice within which the Stockholders must respond to such Notice. The Stockholders shall have 20 days from the date of receipt of the Notice to purchase any or all of the New Securities for the price and upon the terms specified in the Notice by giving written notice to the Corporation and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Corporation if immediate payment is required by such terms, or in any event no later than 20 days after the date of receipt of the Notice. The Corporation shall promptly, in writing, inform each Investor that elects to purchase all the shares available to it (a "Fully-Exercising Investor") of any 6 other Investor's failure to do likewise. During the 15 day period commencing after such information is given, each Fully-Exercising Investor may elect to purchase that portion of the New Securities for which the Stockholders were entitled to subscribe but which were not subscribed for by the Stockholders that is equal to the proportion that the number of shares of Capital Stock issued and held by such Fully-Exercising Investor bears to the total number of shares of Capital Stock issued and held by all Fully-Exercising Stockholders who wish to purchase some of the unsubscribed shares. (d) In the event the Stockholders fail to exercise in full the right of first refusal within said 20 day period, the Corporation shall have 90 days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 30 days from date of said agreement) to sell the New Securities respecting which the Stockholders' rights were not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Notice. In the event the Corporation has not sold the New Securities within said 90 day period (or sold and issued New Securities in accordance with the foregoing within 30 days from the date of said agreement) the Corporation shall not thereafter issue or sell any New Securities without first offering such securities to the Stockholders in the manner provided above. 7. Restrictions on Transfer. Each Stockholder agrees not to make any disposition of all or any portion of the its Capital Stock unless and until: (a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (i) The transferee has agreed in writing to be bound by the terms of this Agreement, (ii) such Stockholder shall have complied with Section 4 of this Agreement, and (iii) if reasonably requested by the Corporation, such Stockholder shall have furnished the Corporation with an opinion of counsel, reasonably satisfactory to the Corporation, that such disposition will not require registration of such shares under the Securities Act. (c) Any transferee of Capital Stock who becomes such in compliance with the foregoing provisions of this Section 7 shall be deemed an Investor for purposes of this Agreement. 8. Equitable Relief. The parties agree that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 9. Legends on Certificates. During the term of this Agreement, each certificate or other document representing Capital Stock shall contain upon its face or upon the reverse side thereof a legend to the following effect: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND COUNSEL FOR THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. 7 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF MAY 29, 2001 BY AND AMONG THE CORPORATION AND THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES THERETO, A COPY OF THE STOCKHOLDERS AGREEMENT BEING ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION. Each Investor hereby covenants and agrees that to the extent the certificates for shares of Capital Stock of the Corporation held by it do not contain the foregoing legends, such Investor shall promptly surrender each such certificate to the Corporation for the placement of such legends thereon. Each Investor further consents to the Corporation making a notation on its records and giving instructions to any transfer agent of the Capital Stock in order to implement the restrictions on transfer established in this Agreement. 10. Confidentiality. (a) Each of the Stockholders hereby agrees that all information (the "Confidential Information") furnished to or made available to such Investor relating to the Corporation's trade secrets, products, financial information and other confidential or proprietary information relating to the business or operations of the Corporation shall be kept confidential and shall not, without the prior written consent of the Corporation, be disclosed by such Investor in any manner whatsoever, in whole or in part other than (i) to its employees, agents, attorneys, auditors, accountants, Affiliates or other representatives who are advised of the requirements of this Section 10, (ii) in connection with any litigation concerning this Agreement or the matters contemplated hereby, (iii) as required by law or court order, and (iv) to prospective transferees; provided, however, that as a condition precedent to any such provision of information to any such prospective transferee (which shall not be a direct competitor of the Corporation or any Affiliate thereof), such prospective transferee shall agree for the benefit of the Corporation to be subject to this Section 10 with respect to all Confidential Information, all in an agreement executed and delivered to the Corporation prior to the delivery of any such information). (b) For purposes of this Section 10, Confidential Information shall not include any information which: (i) is generally available to the public other than as a result of disclosure by the Investor in violation of this Agreement, (ii) was available to the Investor on a non-confidential basis prior to disclosure to the Investor by the Corporation or (iii) becomes available to the Investor on a non-confidential basis from a source other than the Corporation, which source, to the knowledge of the Stockholders, is not otherwise bound by a confidentiality agreement with the Corporation. (c) Each Investor agrees that because the remedy at law for any breach of the provisions of this Section 10 would be inadequate, such Investor hereby consents, in case of any such breach, to the granting by any court of competent jurisdiction of specific enforcement, including, but not limited to, pre-judgment injunctive relief, of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting any bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach of the provisions of this Section 10 by such Investor but shall be in addition to all other remedies available at law or equity. 8 11. Termination. All rights and obligations created by this Agreement shall terminate upon the earlier to occur of (a) the written agreement of holders of the Capital Stock who hold in the aggregate more than 80% of the shares of the Capital Stock and (b) the acquisition by a single acquirer of all of the issued and outstanding shares of Capital Stock. 12. Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing (including telecopied, telexed or telegraphic communication delivered during normal business hours) and mailed, telecopied, telexed, telegraphed, sent by Federal Express or other nationally recognized overnight courier service or personally delivered to the respective parties, as follows: (1) If to the Corporation: Ronald S. Boreta, President 6730 S. Las Vegas Boulevard Las Vegas, Nevada 89119 Telephone: (702) 317-7302 Facsimile: (702) 309-7407 (2) If to any of the Stockholders: At the address set forth opposite their respective names on the signature page hereof or in accordance with any subsequent written direction from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by hand or by Federal Express or other nationally recognized courier service, three Business Days after deposit in the mail, postage prepaid, in the case of mail, and in the case of telecopy or telex, when received, or in the case of telegraph, when delivered to the telegraph company, charges prepaid. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 14. Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof. All of the parties hereto agree that this Agreement may be amended or modified or any provision hereof may be waived by a written agreement among the Stockholders holding more than 80% of the shares of Capital Stock then held by all Stockholders. This Agreement supersedes all prior understandings, negotiations and agreements relating to the subject matter hereof. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles of such State. 9 16. Jurisdiction; Waiver of Trial by Jury. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEVADA STATE OR UNITED STATES FEDERAL COURT SITTING IN THE CITY OF LAS VEGAS OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE PARTIES FURTHER WAIVE TRIAL BY JURY, ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO ANY ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE PARTIES FURTHER AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A NEVADA STATE OR UNITED STATES FEDERAL COURT SITTING IN THE CITY OF LAS VEGAS. 17. Headings. The headings in this Agreement are solely for convenience of reference and shall not affect the interpretation of any of the provisions hereof. 18. Severability. If any provision herein contained shall be held to be illegal or unenforceable, such holding shall not affect the validity or enforceability of the other provisions of this Agreement. 19. Binding Effect. Subject to Section 7 hereof, this Agreement shall be binding upon and inure to the benefit of the Corporation, each Investor, and each of their respective executors, administrators, legal representatives, heirs, successors and assigns. 20. Construction. The parties hereto agree that this Agreement is the product of negotiations between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in, and did participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without regard to the rule of contra proferentum. 21. Gender and Number. Words used in this Agreement, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender, masculine or feminine or neuter, and any other number, singular or plural, as the context requires. IN WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to be executed as of the date first above written. URBAN LAND OF NEVADA, INC., a THE ALL-AMERICAN GOLF CENTER, Nevada corporation INC., a Nevada corporation By:/s/ Theodore B. Lee By:/s/ Ronald S. Boreta Theodore B. Lee, President Address: 3271 S. Highland Drive, #704 Las Vegas, Nevada 89109 10 THE ALL-AMERICAN GOLF CENTER, INC., a Nevada corporation By:/s/ Ronald S. Boreta Ronald S. Boreta, President Address: 6730 S Las Vegas Boulevard Las Vegas, Nevada 89119 11 -----END PRIVACY-ENHANCED MESSAGE-----