**Exhibit 10.2**

 

**THlRD AMENDMENT TORIVERBOAT GAMING DEVELOPMENT AGREEMENTBETWEEN CITY OF LAWRENCEBURG, INDIANA,AND THE INDIANA GAMING**COMPANY, L.P.**

 

This Third Amendment to Riverboat Gaming Development Agreement BetweenCity of Lawrenceburg, Indiana, and the Indiana Gaming Company, L.P. (ThirdAmendment) is made as of the 24th day of June, 2004 by and betweenthe City of Lawrenceburg, Indiana, an Indiana municipality (“City”) and theIndiana Gaming Company, L.P., an Indiana limited partnership (“Developer”).  City and Developer are referred to as “Party”or “Parties” hereinafter.

 

WHEREAS, the Parties acknowledge Developer faces increased competitionwithin the State of Indiana and potentially from neighboring jurisdictions andincreased taxation;

 

WHEREAS, the Parties recognize that in order to permit Developer toremain competitive to the economic benefit of both Parties in the face ofincreased competition and taxation, it will be necessary for Developer to makecapital improvements;

 

WHEREAS, City desires to encourage Developer to make capitalimprovements to remain competitive; and

 

WHEREAS, Developer is committed to making a substantial investment incapital improvements.

 

NOW, THEREFORE, for the mutual promises contained herein, and otherconsideration, the receipt and sufficiency of which is hereby acknowledged, theParties, intending to be legally bound agree as follows:

 

Article 3 is amended by the insertion of a new subparagraph (c) inSection 3.04 as follows. However, the current subparagraph (c) of section 3.04is not deleted, but is re-lettered as subparagraph (d) and all othersubparagraphs of Section 3.04 are re-lettered, as are all references to Section3.04 in the Agreement.

 

(c) City shall rebate to Developer any Annual Fee due the City in excessof $30,000,000 but not in excess of $35,000,000 for each year from January 1,2004 through December 31, 2013 (the “Rebate Period”).  The rebate (if any) shall reduce theadditional payment required under subsection (b)(ii) in an amount equal to thecumulative amount Developer has invested in capital expansion projects lessrebates already received during the Rebate Period, up to a maximum of$5,000,000 annually. Developer shall provide City with an accounting of thecumulative amount Developer invested in capital expansion projects and rebatesreceived during the Rebate Period no less than annually and no later than thethirtieth day after the end of the year. Capital expansion projects shallinclude, but not be limited to, facilities for additional gaming space,including furniture fixtures and equipment, parking, hotel and other amenitiesdirectly associated with a first class casino operation, some of which werepresented to City Council as Phase I on June 9, 2004.

 

----

 

City understands that Developer’s ability to expand its Lawrenceburgoperation as committed to herein is subject to approval by multiple regulatoryauthorities beyond Developer’s control and that this commitment is contingentupon the approval of those regulatory authorities and Developer’s reasonablebusiness judgment. To the extent the cumulative amount Developer invested incapital expansion projects over the Rebate Period as shown by the accountingdoes not exceed the rebate due, the difference between the rebate due and thecumulative amount Developer invested in capital expansion projects over theRebate Period shall be held in trust for the benefit of Developer.  At any time Developer provides an accountingdemonstrating the cumulative amount it invested in capital expansion projectsover the Rebate Period as of the date of the accounting exceeds the cumulativeamount of any rebate(s) already received, City shall pay the amount of thedifference held in trust to Developer. If the amount Developer invested in capital expansion projects by theend of the Rebate Period does not exceed the sum of any rebate(s) alreadyreceived plus any rebates still held in trust, then the money held in trustshall become the property of the City.

 

WHEREFORE, the Parties have caused this Agreement to be executed as ofthe date first stated above.

 
|   | The Indiana  Gaming Company, L.P. |   | City of Lawrenceburg, Indiana |
|--------|-----------------------------------|--------|-------------------------------|
|   | by The Indiana Gaming Company,    |   | by Its Mayor                  |
|   | Its General Partner               |   |                          |
|   |                              |   |                          |
|   | /s/ Richard Glasier               |   |  /s/ William Cunningham  |   |
|   | Richard Glasier                   |   | Mayor William Cunningham      |
|   | President/CEO                     |   |                          |
|   | Argosy  Gaming Company            |   |                          |

 

----