EXHIBIT 10.2
THIRD MODIFICATION TO OPTION AGREEMENT
THIS THIRD MODIFICATION TO OPTION AGREEMENT (the "Third Modification to
Option Agreement"), made this 22 day of October, 1998, by and between LIBERTY
LANDING ASSOCIATES, a Pennsylvania general partnership ("Optionor"), and
PRESIDENT RIVERBOAT CASINO-PHILADELPHIA, INC., a Pennsylvania corporation, its
designee or assignee ("Optionee").
WITNESSETH:
WHEREAS, Optionor and Optionee have entered into that certain Option
Agreement dated July 31, 1996 (the "Option Agreement"); and
WHEREAS, Optionor and Optionee have entered into that certain Modification
to Option Agreement dated December 12, 1996 (the "First Modification to Option
Agreement"); and
WHEREAS, Optionor and Optionee have entered into that Second Modification to
Option Agreement dated September 12, 1997 (the "Second Modification to Option
Agreement"); and
WHEREAS, Optionor and Optionee now desire to modify the payment terms under
the Option Agreement for Base Payments due from Optionee to Optionor.
NOW, THEREFORE, in consideration of the sum of TEN AND 00/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. The recitals set forth above are incorporated herein by reference. All
capitalized terms not defined herein shall have the meaning given to such
terms in the Option Agreement. All references to the Option Agreement shall
include the terms of the First Modification to Option Agreement, the Second
Modification to Option Agreement and this Third Modification to Option
Agreement.
2. The parties hereto acknowledge that under the terms of the Option
Agreement, as presently amended, the Optionee has the ability to extend the
Term of the Option for the months of October, November and December, 1998 by
paying to Optionor a monthly Base Payment in the amount of $100,000.00 for
each month (payable on or before the 10th day of each month) in accordance
with the terms and conditions of the Option Agreement. Thereafter, Optionee
was to pay a monthly Base Payment during the subsequent Extension Periods in
accordance with the terms of the Option Agreement, as amended.
3. The parties hereto agree that effective as of October 1, 1998, Optionor
and Optionee hereby amend the Option Agreement so as to provide that, if
Optionee desires to continue and keep the Option in effect, the monthly Base
Payments for the period from October 1, 1998 through December 31, 1998 and the
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monthly Base Payments for the period from January 1, 1999 through September
30, 1999 are hereby modified so that the total aggregate amount of such Base
Payments is the sum of $1,500,000.00 for such twelve month period (October 1,
1998 through September 30, 1999) to be made in four (4) equal quarterly
payments in the amount of Three Hundred Seventy Five Thousand Dollars
($375,000.00) per quarter (the first of which is to be paid on or before
November 15, 1998 and the subsequent quarterly installments of $375,000.00 are
to be paid in advance on or before the fifteenth (15th) day of January, April
and July, 1999 respectively). Optionee may, at its election, decide not to
continue to pay the quarterly installments of Base Payments as described above
and, if Optionee elects not to continue to pay such quarterly Base Payments,
Optionee shall give notice to Optionor no later than thirty (30) days prior to
the date on which the next quarterly Base Payment is due hereunder; provided,
however, that Optionee may thereafter elect to continue the Option in effect
(notwithstanding that such prior notice was given by Optionee) by paying to
Optionor the next quarterly Base Payment as and when due. However, commencing
on October 1, 1999, if Optionee thereafter desires to keep the Option in
effect, the Base Payments shall again be payable on a monthly basis in the
amount of $277,000.00 per month on or before the fifteenth (15th) day of each
month. The Fifth Extension Period as set forth in Paragraph 5e of the Option
Agreement is hereby amended so as to be for the period from January 1, 2000 to
December 31, 2001. The monthly Base Payments to be paid to Optionor, if
Optionee desires to continue the Option in effect during such period, shall be
in the amount of $277,000.00 per month.
4. Optionor hereby acknowledges that Optionee has previously paid to
Optionor the sum of $100,000.00 as the Base Payment due for the month of
October, 1998. Optionor agrees that it shall credit such $100,000.00 payment
towards the $375,000.00 quarterly payment to be payable by Optionee on
November 15, 1998, if Optionee desires to continue the Option in effect, under
the terms of this Third Modification to Option Agreement. Optionor further
acknowledges that in the event that a New Gaming Company is obtained for all
or a portion of the Premises, then Optionee shall receive, in addition to the
other sums which are to be reimbursed to Optionee from the New Gaming
Company's initial up front consideration payment, a reimbursement of the
amount of any Base Payments made by Optionee to Optionor hereunder.
5. Paragraphs 5b, 5c, 5d, 5e, 6a and 9 of the Option Agreement are hereby
modified and amended so as to incorporate the revised terms as set forth in
this Third Modification to Option Agreement.
6. Except as specifically set forth herein, the terms and conditions of the
Option Agreement, as amended, shall remain in full force and effect.
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WITNESS the due execution hereof on the day and year first above written.
LIBERTY LANDING ASSOCIATES
Delaware Avenue Development
Corporation, Partner
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Delaware-Washington Corporation,
Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
PRESIDENT RIVERBOAT CASINO-
PHILADELPHIA, INC.
By: /s/ Xxxxx X. Xxxxxxx
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