CONSENT AGREEMENT
10.12(e)
THIS CONSENT (“Consent”) is made on this 22 day of February, 2002, by and among THE
GREENVILLE YACHT CLUB, a Mississippi corporation (the “Yacht Club”), JMBS CASINO, LLC, a
Mississippi Limited Liability Company (“JMBS”), and GREENVILLE CASINO PARTNERS, L.P., a Mississippi
Limited Partnership (“GCP”).
RECITALS
WHEREAS, Yacht Club is the lessor or grantor under those certain agreements described on
Exhibit A and incorporated herein (the “Agreement”), under which Greenville Casino
Partners, L.P. (the “Assignor”) has the right to use or occupy the premises described in the
Agreement (the “Premises”). The Premises is more particularly described in the Agreement and
Exhibit B attached hereto.
WHEREAS, Assignor desires to assign the Agreement to JMBS and JMBS desires to accept an
assignment of the Agreement and the Assignor’s rights therein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Yacht Club represents that (i) it is the owner and/or lessor of the Premises and the
current owner of the lessor’s, assignor’s or grantor’s, as appropriate, interest under the
Agreement, (ii) the Agreement is in full force and effect and has not been amended, supplemented or
modified by the Yacht Club, except as set forth on Exhibit A, (iii) a true and correct
copy of the Agreement is attached hereto as Exhibit C, (iv) the current term of the
Agreement expires on December 28, 2002, and Assignor has renewals as specified under the Agreement,
(v) to the best of Yacht Club’s knowledge there are currently no defaults under the Agreement or
circumstances under which Yacht Club with the delivery of notice or passage of time would be
entitled to declare a default, (vi) this Consent has been approved by all parties in accordance
with all legal requirements applicable and is binding upon each party in accordance with its terms.
2. Yacht Club consents to the assignment of the Agreement by Assignor to JMBS and JMBS’
assumption of all of the rights and obligations of Assignor contained thereunder. Such Assignment
shall not relieve Assignor of any of its obligations under the Agreement as currently amended.
3. Yacht Club agrees that on one or more occasions without Yacht Club’s consent, JMBS may, for
the benefit of JMBS’s lender (the “Lender”), assign, mortgage, or otherwise encumber JMBS’s
leasehold estate or other interest in the Agreement or the Premises (including any improvements or
real property related thereto) under one or more deeds of trust, collateral assignments or similar
agreements or assignments and assign the Agreement as security. JMBS agrees to give Yacht Club
written notice of any such mortgage, grant or assignment, which notice shall provide the name and
address of the Lender. Such mortgage, grant or assignment shall not be construed otherwise to
modify or alter the Agreement.
4. Yacht Club agrees to notify Lender and GCP, in writing, upon the occurrence of any default
by JMBS under the Agreement and grants Lender the right to cure such default within the later of
(a) the same number of days after such notice that JMBS has to cure such default under the
Agreement or (b) thirty (30) days after the Yacht Club delivers written notice by U.S. Mail or
facsimile to the Lender and GCP if such default is capable of being cured by the payment of money
and at least forty-five (45) days after the Yacht Club delivers written notice to the Lender and
GCP if such default is not capable of being cured by payment of money.
5. Yacht Club agrees to review and execute such additional commercially reasonable documents
for the protection of Lender as may be reasonably requested by Lender or JMBS. GCP and/or JMBS
shall reimburse Yacht Club for its itemized attorney’s fees and costs in regard to this Consent.
6. The agreements contained herein may not be modified or terminated orally and shall be
binding upon Yacht Club and shall inure to the benefit of JMBS, Lender and each of their respective
successors and assigns. This Consent represents the entire agreement of the parties hereto with
respect to the subject matter hereof.
Executed and delivered as of the ____ day of February, 2002.
| JMBS CASINO, LLC | THE GREENVILLE YATCH CLUB | |||||||||
By:
|
/s/ Xxxxxx Xxxx | By: | /s/ Xxxxxx Xxxxxx | |||||||
| Printed Name: Xxxxxx Xxxx | Printed Name: Xxxxxx Xxxxxx | |||||||||
| Title: Manager, JMBS Casino LLC | Title: Commodore | |||||||||
| GREENVILLE CASINO PARTNERS, L.P. | ||||||||||
By:
|
/s/ Xxxx X. X’Xxxxxxx | |||||||||
| Printed Name: XXXX X. X’XXXXXXX | ||||||||||
| Title: PRESIDENT | ||||||||||
STATE OF Kentucky
COUNTY OF Kenton
PERSONALLY APPEARED BEFORE ME, the undersigned
authority in and for the jurisdiction aforesaid, the within named XXXXXX XXXX, who affirmed that ___ he is the MANAGER of
JMBS Casino, LLC, a Mississippi Limited Liability Company, and that in his/her capacity as same,
___ he executed the above and foregoing document on the day and year therein mentioned for the
purposes stated therein, he being duly authorized to do so.
GIVEN under my hand and official seal, this 28th day of February, 2002.
| /s/ Illegible | ||||
| NOTARY PUBLIC | ||||
My Commission Expires:
My Commission Expires Oct 24, 0000
XXXXX XX XXXXXXXXXXX
XXXXXX XX XXXXXXXXXX
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction
aforesaid, the within named XXXXXX XXXXXX, who affirmed that he is the Commodore of The Greenville
Yacht Club, a Mississippi corporation, and that in his capacity as same, he executed the above and
foregoing document on the day and year therein mentioned for the purposes stated therein, he being
duly authorized to do so.
GIVEN under my hand and official seal, this 22 day of February, 2002.
| /s/ Illegible | ||||
| NOTARY PUBLIC | ||||
My Commission Expires:
3/27/2003
STATE OF COLORADO
COUNTY OF ELPASO
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction
aforesaid, the within named XXXX X. X’XXXXXXX, who affirmed that
__ he is the PRESIDENT of
Greenville Casino Partners, L.P., a Mississippi Limited Partnership, and that in his/her
capacity as same, __ he executed the above and foregoing document on the day and year therein
mentioned for the purposes stated therein, he being duly authorized to do so.
GIVEN under my hand and official seal, this 5TH day of MARCH 2002.
| /s/ Illegible | ||||
| NOTARY PUBLIC | ||||
My Commission Expires:
Expiration May 27, 2003
