EXHIBIT 10.3
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement (the "Amendment") is made
and entered into as of the _____ day of December, 1998, by and between Tunica
Partners, LP ("Seller"), a Mississippi limited partnership, and Isle of Capri
Casino-Tunica, Inc. ("Buyer"), a Mississippi corporation. Isle of Capri
Casinos, Inc. ("Isle of Capri"), a Delaware corporation, joins this Amendment
for the purpose of consenting hereto, and Robert M. Leatherman, Jr. (the
"Agent"), individually and as attorney-in-fact for certain parties named in that
certain Escrow Agreement dated as of October 1, 1998 (the "Escrow Agreement"),
among Seller, Buyer, the Agent, and Armstrong Allen Prewitt Gentry Johnston and
Holmes, PLLC (the "Escrow Agent"), joins this Agreement for the purposes of
consenting hereto and Section 7 hereof.
Recitals
A. Seller and Buyer are parties to an Asset Purchase Agreement dated as
of October 7, 1998 (the "Agreement"), governing the sale of the Tunica
Facility.
B. The Closing Date set forth in the Agreement is December 7, 1998.
C. Buyer has requested an extension of the Closing Date, which Seller is
willing to grant pursuant to the terms of this Amendment.
Agreement
Therefore, in consideration of the premises and of the mutual agreements
contained herein, Seller and Buyer agree as follows:
1. Options to Extend. Buyer shall have three (3) options (individually
an "Option" and collectively the "Options") to extend the Closing Date
under the Agreement as follows:
A. From December 7, 1998, to January 7, 1999;
B. From January 7, 1999, to February 7, 1999;
C. From February 7, 1999, to March 7, 1999.
Buyer may not exercise Option B unless Option A previously was
exercised, and Buyer may not exercise Option C unless Options A and B
previously were exercised.
2. Notice of Exercise of Option. Buyer exercises Option A by its
execution of this Amendment. Buyer shall exercise Option B or Option
C by giving written notice of exercise to Seller not later than five
(5) business days prior to the then-effective Closing Date.
3. Consideration for Extension. Buyer shall pay Seller,
contemporaneously with execution of this Amendment and delivery of
notice of each subsequent exercise of an Option, the sum of One
Hundred Thousand Dollars ($100,000) (for a total of Three Hundred
Thousand Dollars ($300,000) if Buyer exercises all three Options). Of
each such One Hundred Thousand Dollars ($100,000), Sixty-Seven
Thousand Dollars ($67,000) shall unconditionally belong to Seller, and
Thirty-Three Thousand Dollars ($33,000) shall be (i) applied toward
the Cash Purchase Price if the Closing occurs, and (ii) treated in the
same fashion as the Deposit if the Closing does not occur.
4. Definitions. All terms capitalized but not defined herein shall have
the meanings assigned to them in the Agreement.
5. Continued Effect. Except as amended hereby, the Agreement remains in
full force and effect as originally executed.
6. Counterpart Execution. This Amendment may be executed in multiple
counterparts, and each counterpart so executed shall have the same
force and effect as an original instrument.
7. Notice to Escrow Agent. Seller, Buyer, and the Agent will, promptly
upon the exercise of any Option pursuant to this Amendment, give
notice thereof to the Escrow Agent.
This Amendment is made and executed as of the date first above written.
SELLER:
TUNICA PARTNERS, LP
By: Harrah's Tunica Corporation,
General Partner
By: /s/ Thomas M. Morgan
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BUYER:
ISLE OF CAPRI CASINO-TUNICA, INC.
By: /s/ Jack Galaway
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CONSENT TO AMENDMENT GRANTED:
ISLE OF CAPRI CASINOS, INC.
By: /s/ Jack Galaway
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CONSENT TO AMENDMENT GRANTED, AND
SECTION 7 AGREED TO:
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ROBERT M. LEATHERMAN, JR., Individually and
as Agent and Attorney-in-Fact for persons
identified in Escrow Agreement