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EXHIBIT 10.3
ASSIGNMENT OF PARTNERSHIP INTEREST
This Assignment of Partnership Interest (this "Assignment") is made,
entered into and effective as of this 31st day of March, 2000, by and between
Concorde Cruises, Inc., a South Dakota corporation (the "Assignee"), and
Goldcoast Entertainment Cruises, Inc., a Florida corporation (the "Assignor").
P R E A M B L E:
WHEREAS, Assignor owns 20% of the outstanding partnership interest in
Bayfront Ventures, a Florida general partnership, and 20% of the outstanding
partnership interest in Princesa Partners, a Florida general partnership
(collectively, the "Partnership Interests"); and
WHEREAS, Assignor and Assignee have, among other parties, entered into a
Partnership Interest Purchase Agreement dated March 31, 2000 (the "Purchase
Agreement") providing for the sale by Assignor and the purchase by Assignee of
the Partnership Interests; and
WHEREAS, in order to effectuate the sale and purchase of the Partnership
Interests, Assignor is executing and delivering this Assignment in favor of
Assignee.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
representations contained herein, the parties hereto hereby agree as follows:
1. Conveyance of Partnership Interests. Pursuant to the terms of the
Purchase Agreement and in consideration for the payment by the Assignee to the
Assignor of the consideration specified therein, Assignor hereby grants,
conveys, assigns, transfers, bargains and delivers unto Assignee and its
successors and assigns, forever, all of its rights, title and interest in and to
the Partnership Interests.
2. Assignee's Acknowledgment. Assignee hereby acknowledges receipt of the
Partnership Interests.
3. Counterparts. This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts shall constitute but one assignment.
4. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Florida, excluding any conflicts-of-law
rule or principle which might refer same to another jurisdiction.
5. Successors and Assigns. This Assignment shall bind Assignor and its
successors and assigns and inure to the benefit of Assignee and its successors
and assigns.
6. Descriptive Headings. The descriptive headings of the several paragraphs
of this Assignment are for convenience only and shall not be deemed to affect
the meaning of construction of any of the provisions hereof.
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7. Capitalized Terms. Capitalized terms used but not otherwise defined in
this Assignment shall have the same meaning ascribed to such terms in the
Purchase Agreement.
CONCORDE CRUISES, INC., as Assignee
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: President
GOLDCOAST ENTERTAINMENT CRUISES,
INC., as Assignor
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: President
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