AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT is made as
of December ____, 1997, between LAKESHORE HOTELS, LTD., a
Louisiana limited partnership in commendam ("Seller"), and
PLAYERS INTERNATIONAL, INC., a Nevada corporation, its designees
or assignees ("Purchaser").
R E C I T A L S
A. Seller and Purchaser are parties to a certain Asset
Purchase Agreement dated as of September 30, 1997, as amended by
a certain Amendment No. 1 to Asset Purchase Agreement dated as of
November 13, 1997 (as so amended, the "Agreement"); capitalized
terms not defined herein are used as defined in the Original
Agreement, unless the context clearly requires otherwise.
B. Purchaser has been unable to satisfy certain of the
conditions to Purchaser's obligations under Section 6.2 of the
Agreement. Notwithstanding the termination rights available to
Purchaser under Section 6.2 of the Agreement, Purchaser desires
to complete the purchase of the Purchased Assets, and is in the
process of making alternate arrangements to do so.
C. In order to accommodate Purchaser's efforts to make
such alternate arrangements, Seller and Purchaser desire to
modify the Agreement as hereinafter set forth.
A G R E E M E N T S
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby mutually acknowledged, the
parties agree as follows:
1. Amendment re: Conditions. Purchaser hereby waives the
conditions set forth in subsections (e) through (k) of Section
6.2 of the Agreement, and the same are hereby deleted entirely,
it being understood that all Deposit Monies are and shall be non
refundable except as specified in Sections 6.2 (a), (b), (c), (d)
and/or (k) of the Agreement.
2. Amendment re: Closing. In order to afford Purchaser
more time to modify and finalize its financing arrangements, and
to obtain any appropriate consents, permits, intercreditor
agreements, or approvals, with respect to such different
arrangements (none of which are deemed conditions to Purchasers
obligations under the Agreement, as amended hereby), the Closing
Date is hereby reset and extended to February 15, 1998.
Accordingly, Section 3.2 of the Agreement is hereby deleted in
its entirety and replaced with the following:
3.2 Time and Place of Closing. The transaction
contemplated by this Agreement shall be consummated
(the 'Closing') at 9:00 a.m. at the offices of
Xxxxxxxxx, Sievert, Viccellio, Xxxxxxxx and Xxxxxxxx,
L.L.P., Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxx Xxxxxxx,
Xxxxxxxxx 00000 on February 15, 1998; or such earlier
date specified by Purchaser on at least five (5)
business days' notice; or on such other date, or at
such other time or place, as shall be mutually agreed
upon by Seller and Purchaser. The date on which the
Closing occurs in accordance with the preceding
sentences, is referred to in this Agreement as the
"Closing Date.' The Closing shall be deemed to be
effective as of 12:01 a.m. on the Closing Date at Lake
Charles, Louisiana.
3. Amendment re: Allocation. The date for Purchaser to
submit its proposed allocation of the Purchase Price to Seller
under Section 3.5 of the Agreement is hereby reset and extended
to the date which is at least five (5) business days prior to
Closing hereunder, unless otherwise agreed by Seller and
Purchaser. Seller and Purchaser acknowledge and agree that
Closing may be scheduled on an expedited basis, such that
sufficient prior notice, as aforesaid, may not be practical or
possible. In such case, the parties will cooperate to satisfy the
needs of the other in all reasonable ways.
4. Amendment re: Employee Contact. Purchaser and Seller
agree that the Contact Date under Section 10.10(c) of the
Agreement shall in all events and for all purposes be: (i) for
salaried employees, December 2, 1997; and (ii) for hourly
employees, the date chosen by Purchaser that is not earlier than
ten (10) business days prior to Closing. Seller and Purchaser
acknowledge and agree that Closing may be scheduled on an
expedited basis, such that sufficient prior notice, as aforesaid,
may not be practical or possible. In such case, the parties will
cooperate to satisfy the needs of the other in all reasonable
ways.
5. Effect of Amendment. In the event of conflict or
inconsistency between the terms of the Agreement and the terms of
this Amendment No. 2, the terms of this Amendment No. 2 shall
govern. Except as specifically set forth herein, the Agreement
shall remain unmodified and in full force and effect, binding
upon the parties thereto.
6. Execution. This Amendment No. 2 may be executed in
multiple counterparts, which, taken together shall constitute one
complete copy of this Amendment. It shall not be necessary for
any party to produce original signatures for all parties on any
copy of this Amendment. Facsimile signatures shall be deemed
originals for purposes hereof.
{SIGNATURES BEGIN ON NEXT PAGE}
SELLER:
THUS DONE AND SIGNED in the presence of the undersigned
attesting witnesses and me, Notary Public at Lake Charles,
Louisiana on this _____ day of December, 1997.
WITNESSES: LAKESHORE HOTELS, LTD., a
Louisiana
Partnership in Commendam
BY:
NAME:
TITLE:
NOTARY PUBLIC
PURCHASER:
THUS DONE AND SIGNED in the presence of the undersigned
attesting witnesses and me, Notary Public at Atlantic City, New
Jersey on this _____ day of December, 1997.
WITNESSES: PLAYERS INTERNATIONAL, INC., a
Nevada
corporation
BY:
NAME:
TITLE:
NOTARY PUBLIC
AC-168627
JOINDER
The undersigned hereby join in the execution of this
Amendment No. 1, simultaneously with Seller, to evidence their
agreement to be bound by the provisions hereof:
THUS DONE AND SIGNED in the presence of the undersigned
attesting witnesses and me, Notary Public at Lake Charles,
Louisiana on this _____ day of December, 1997.
WITNESSES (as to all signatures)
WITNESSES (as to all signatures)
NOTARY PUBLIC
AC-168627
