EXHIBIT 10.2


 


REIMBURSEMENT AGREEMENT


 


For
Pledged Certificate of Deposit


 


THIS REIMBURSEMENT AGREEMENT
FOR PLEDGED CERTIFICATE OF DEPOSIT (this “Agreement”), dated as of December 10,
2009, between Leroy’s Horse and Sports Place, a Nevada corporation (“Obligor”),
and Robert and Tracey Kocienski, a married couple (the “Kocienskis”).


 


Recitals


 


A.            Obligor is required under Nevada
Gaming Commission (“NGC”) Regulation 22.040 to maintain a reserve sufficient to
cover any of its outstanding wagering liability, including unpaid winning
tickets and telephone account deposits.


 


B.            On October 1, 2009, subject to
the execution of definitive agreements, the Kocienskis agreed to pledge, for
the benefit of the Obligor, a certificate of deposit in the amount of $500,000
(the “Pledged Amount”) in favor of the Nevada Gaming Control Board (“NGCB”) to
increase the Company’s reserve balance to satisfy the requirements of
Regulation 22.040.


 


C.            In connection with the foregoing,
the Kocienskis deposited the Pledged Amount into Nevada State Bank and entered
into the following definitive agreements: (i) Agreement, dated November 11,
2009, between the Kocienskis and Nevada State Bank, and (ii) Pledged
Certificate of Deposit Statement, dated November 23, 2009, by the Kocienskis
in favor of NGCB (collectively, the “Pledged Documents”).


 


D.            Obligor agreed to enter into this
Agreement to induce the Kocienskis to enter into the Pledged Documents.


 


Agreements


 


NOW, THEREFORE, in consideration of the premises and
in order to induce the Kocienskis to execute and deliver the Pledged Documents,
the parties hereto agree as follows:


 


1.             Pledge Fee. 
Obligor shall pay, or cause to be paid, to the Kocienskis
a fee equal to twelve percent (12%) per annum of the outstanding Pledged Amount,
excluding any earned interest from Nevada State Bank, (the “Pledge Fee”) so
long as the Pledged Documents are in effect, payable on the 1st day of each
month commencing on November 1, 2009.


 


2.             Reimbursement.  Obligor shall pay to the Kocienskis (i) on
each date on which the Pledged Amount, or any portion thereof, shall be
released to the NGCB pursuant to the terms of the Pledged Documents a sum equal
to the amount so released (a “Release”), plus (ii) in addition to the Pledge
Fee, interest on the unreimbursed amount from the release date until
reimbursement is received by the Kocienskis in full.  Such interest shall be at the then prime rate
of Nevada State Bank or its successor.


 


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3.             Payments and Computations.  Obligor shall make each
payment hereunder not later than 3:00 P.M. (Pacific time) on the day when
due without deduction or offset in lawful money of the United States of America
to the Kocienskis at the address of the Kocienskis referred to in Section 8
in same-day funds or in accordance with the wire instructions in such
section.  Computations of fees and
interest established herein (as applicable) shall be made by the Kocienskis on
the basis of a year of 360 days for the actual number of days elapsed.


 


4.             Non-Business Days.  Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a business day, such payment
shall be made on the next succeeding business day, and such extension of time
shall in such case be included in the computation of payment of interest or
commission, as the case may be.


 


5.             Nature of
Obligations.  Obligor’s
obligations to the Kocienskis under this Agreement are absolute, unconditional
and irrevocable, and shall be paid and performed in accordance with the terms
hereof irrespective of any act, omission, event or condition.  Obligors’ obligations to the Kocienskis under
this Agreement shall be unsecured.


 


6.             Other
Covenant.  Obligor must
make reasonable efforts to increase its cash deposit requirement under Regulation
22,040 and secure the release of this Agreement from the Nevada Gaming Control
Board in whole or in part within 12 months from the date of this Agreement.


 


7.             Waiver.  Obligor waives presentment, protest,
dishonor, notice of dishonor, demand, notice of protest, notice of non-payment,
and notice of acceptance of this Agreement, and any other notice or demand of
any kind from the Kocienskis.


 


8.             Amendments.  This
Agreement may be amended only by a written instrument duly executed by each of
the parties hereto.


 


9.             Notices.  Each notice, request or communication shall
be effective (i) if given by facsimile, electronic mail or other
electronic means, when such communication is transmitted to the address
specified below and any appropriate confirmation is received, (ii) if
given by certified or registered mail, return receipt requested, on the date of
receipt appearing on the return postal receipt for notices given by certified
or registered mail, or (iii) if given by hand delivery, when delivered at
the address specified below:


 


	
  If
  to Obligor:

  	
   

  	
  Leroy’s
  Horse and Sports Place.

  
	
   

  	
   

  	
  675 Grier Drive

  
	
   

  	
   

  	
  Las Vegas, Nevada 89119

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
   

  
	
  If
  to the Kocienskis:

  	
   

  	
  Robert
  Kocienski

  
	
   

  	
   

  	
  c/o
  American Wagering, Inc.

  
	
   

  	
   

  	
  675
  Grier Drive

  
	
   

  	
   

  	
  Las
  Vegas, Nevada 89119

  
	
   

  	
   

  	
  Attention:
  Legal Department

  



 


or for any of the foregoing
cases, at such other address or facsimile number as the addressee may hereafter
specify for the purpose in a notice to the other party specifically captioned “Notice
of Change of Address pursuant to Section 8 of the Reimbursement Agreement
for Pledged Certificates of Deposit.”


 


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10.           Indemnification.  Obligor shall indemnify and hold the Kocienskis
harmless from and against any and all claims, actions, proceedings, damages,
losses, liabilities, costs and expenses (including but not limited to attorneys’
fees and costs) which the Kocienskis may incur or which may be claimed against
the Kocienskis by any person:


 


(a)           by reason of, or in
connection with, the execution, delivery or performance of this Agreement or
any of the Pledged Documents; or


 


(b)           by reason of, or in
connection with, any of the transactions or other matters contemplated by this
Agreement or any Pledged Document; or


 


(c)           by reason of, or in
connection with, any Release to the NGCB under the Pledged Documents.


 


11.           Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Nevada.


 


12.           Execution in Counterparts.  It shall
not be necessary that all parties execute and deliver the same counterpart of
this Agreement.  This Agreement shall
therefore become effective when each party has executed any counterpart hereof
and delivered the same to the other parties. 
All such counterparts, collectively, shall be deemed a single agreement.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered as of the date first above
written.


 


 


	
  LEROY’S HORSE AND SPORTS PLACE

  a Nevada corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Salerno

  	
   

  	
   

  
	
   

  	
  John Salerno, Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   /s/Robert
  Kocienski

  	
   

  	
   

  
	
   Robert Kocienski

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   /s/Tracey
  Kocienski

  	
   

  	
   

  
	
   Tracey Kocienski

  	
   

  	
   

  
						



 


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