ADDENDUM TO ASSET PURCHASE AGREEMENT
THIS ADDENDUM TO ASSET PURCHASE AGREEMENT ("Addendum") is
made and entered into by and among FLORIDA GAMING CORPORATION, a
Delaware corporation ("Buyer"), FREEDOM FINANCIAL CORPORATION, an
Indiana corporation ("Freedom") and INTERSTATE CAPITAL
CORPORATION, a Kentucky corporation ("Seller").
WITNESSETH:
WHEREAS, Buyer, Seller and Freedom entered into an Asset
Purchase Agreement ("Agreement") dated September 24, 1997
providing for the sale of Xxxx Club Estates and certain adjacent
commercial properties, including 2.98 acres designated as Tract
#3 (collectively the "Properties"); and
WHEREAS, the title opinion subsequently received on Tract
#3, which was to be attached as Exhibit B to the Agreement,
reflects that it is subject to two deeds to secure debt which
prohibit the sale and conveyance of Tract #3 without the consent
of the lenders whose notes are secured by such deeds; and
WHEREAS, Seller and Freedom have determined that it is not
feasible to obtain the consents necessary to permit them to
convey Tract #3 to Buyer by the anticipated closing date and
Buyer is willing to delete Tract #3 from the Properties being
purchased; and
WHEREAS, Tract #3 was valued at $153,000 for the purpose of
the Agreement; and
WHEREAS, the title opinion on the remainder of the
Properties excepts 3 lots sold to a builder or builders that were
subsequently transferred back to Seller and/or Freedom by an
unrecorded deed or deeds (the "Omitted Lots"); and
WHEREAS, it has not been determined whether the $97,500
value of the Omitted Lots was included in the aggregate
consideration being paid for the Properties by Buyer; and
WHEREAS, the parties hereto desire to amend the Agreement to
delete Tract #3 from the Properties being sold and to provide for
the subsequent review and inclusion and/or omission of the
Omitted Lots.
NOW, THEREFORE, in consideration of the premises and the
mutual promises of the parties hereto, they hereby covenant and
agree as follows:
1. The Agreement is hereby amended to delete Tract #3 from
the Properties being sold by deleting Exhibit B and all
references thereto.
2. Section 2 of the Agreement is amended to reduce the
aggregate purchase price by $153,000 from $6,526,265 to
$6,373,265.
3. Section 2(ii) of the Agreement is amended to read as
follows: "$2,084,000 by Buyer's issuance of 2,084 shares of
Preferred Stock (as hereinafter defined)".
4. Freedom and Seller agree to promptly provide evidence to
Buyer as to whether the $97,500 value of the Omitted Lots was or
was not included in the aggregate purchase price being paid by
Buyer. If the $97,500 value of the Omitted Lots was included in
the aggregate purchase price, Seller and Freedom agree to convey
the Omitted Lots to Buyer by general warranty deed. If the
$97,500 value of the Omitted Lots was not included in the
Aggregate Purchase Price, Buyer agrees that Freedom and Seller
shall retain the Omitted Lots.
5. The Agreement shall otherwise remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, Florida Gaming Corporation, Freedom
Financial Corporation and Interstate Capital Corporation have
caused this Addendum to be signed by their officers thereunto
duly authorized as of the 9th day of October, 1997.
FLORIDA GAMING FREEDOM FINANCIAL
CORPORATION CORPORATION
By:/s/Xxxxxxx X. Xxxxxxx By:/s/X. Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx X. Xxxxxxx Xxxxxxx
Executive Vice President Chairman and Chief
Executive Officer
INTERSTATE CAPITAL
CORPORATION
By:/s/W. Xxxxxx Xxxxxxx
X. Xxxxxxx Xxxxxxx
Chairman and Chief
Executive Officer
