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EXHIBIT 10.55
FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "First Amendment") dated as
of September 9, 1997, is executed by and among Boyd Kenner, Inc., a Louisiana
corporation ("BKI"), Boyd Louisiana, L.L.C., a Nevada limited liability company
("Purchaser"), Boyd Gaming Corporation, a Nevada corporation ("Guarantor"),
Treasure Chest Casino, L.L.C., a Louisiana limited liability company ("Treasure
Chest"), and each of the persons set forth on Exhibit A hereto (such persons
collectively, the "Selling Members," and severally, a "Selling Member").
A. Purchaser, Guarantor, Treasure Chest and Selling Members entered into that
certain Purchase Agreement dated July 11, 1997 (the "Agreement").
B. Unless expressly defined herein, all capitalized terms used herein shall
have the same meaning as set forth in the Agreement.
C. Purchaser, Guarantor, Treasure Chest and Selling Members desire to amend
the Agreement as provided herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:
1. Section 6.1(b) is hereby deleted and the following is substituted
therefore:
by either BKI or the Members' Representative, by written notice to the
other parties hereto by 5:00 p.m., New Orleans time, on or before
October 3, 1997, if the approval of the Louisiana Gaming Control Board
as required by Section 5.1.2 hereof shall not have been obtained on or
before September 30, 1997, (unless the failure to obtain such approval
shall be due to any breach of this Agreement by the parties seeking to
terminate), unless such date shall be extended by the mutual written
consent of each BKI, Treasure Chest and the Members' Representative.
Notwithstanding anything in this Section 6.1(b) or otherwise in this
Agreement to the contrary, if such approval of the Louisiana Gaming
Control Board is not obtained on or before September 30, 1997, the
parties agree to extend this Agreement and to cooperate in good faith
to extend the termination date of the Management Agreement such that
Louisiana Gaming Control Board approval may be obtained and the
transaction contemplated by this Agreement closed prior to such
termination date; provided further that BKI and Guarantor agree to use
their reasonable best efforts to obtain all necessary regulatory
approvals in connection with such extension of the Management Agreement
termination date.
2. Section 6.1(f) is hereby amended by changing the date September 15,
1997 in the last line thereof to September 30, 1997.
3. This First Amendment may be executed in multiple counterparts, which
together shall constitute one and the same document. Facsimile copies hereof and
facsimile signatures hereon shall have the force and effect of originals.
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4. Except as amended hereby, the Agreement shall remain unmodified and in
full force and effect.
The undersigned have executed this First Amendment as of the day and year
first above written.
BOYD KENNER, INC.
By: /s/ WILLIAM S. BOYD
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Name: William S. Boyd
Title: President
BOYD LOUISIANA, L.L.C.
By: /s/ WILLIAM S. BOYD
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Name: William S. Boyd
Title: Manager
BOYD GAMING CORPORATION
By: /s/ WILLIAM S. BOYD
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Name: William S. Boyd
Title: Chairman of the
Board and Chief
Executive Officer
TREASURE CHEST CASINO L.L.C.
By: /s/ ROBERT J. GUIDRY
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Name: Robert J. Guidry
Title: Chief Executive Officer
/s/ ROBERT J. GUIDRY
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Robert J. Guidry
Members' Representative
& Selling Member