Exhibit 10.2


 


THlRD AMENDMENT TO

RIVERBOAT GAMING DEVELOPMENT AGREEMENT

BETWEEN CITY OF LAWRENCEBURG, INDIANA,

AND THE INDIANA GAMING  COMPANY, L.P.


 


This Third Amendment to Riverboat Gaming Development Agreement Between
City of Lawrenceburg, Indiana, and the Indiana Gaming Company, L.P. (Third
Amendment) is made as of the 24th day of June, 2004 by and between
the City of Lawrenceburg, Indiana, an Indiana municipality (“City”) and the
Indiana 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 competition
within the State of Indiana and potentially from neighboring jurisdictions and
increased taxation;


 


WHEREAS, the Parties recognize that in order to permit Developer to
remain competitive to the economic benefit of both Parties in the face of
increased competition and taxation, it will be necessary for Developer to make
capital improvements;


 


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


 


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


 


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


 


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


 


(c) City shall rebate to Developer any Annual Fee due the City in excess
of $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 the
additional payment required under subsection (b)(ii) in an amount equal to the
cumulative amount Developer has invested in capital expansion projects less
rebates already received during the Rebate Period, up to a maximum of
$5,000,000 annually. Developer shall provide City with an accounting of the
cumulative amount Developer invested in capital expansion projects and rebates
received during the Rebate Period no less than annually and no later than the
thirtieth day after the end of the year. Capital expansion projects shall
include, but not be limited to, facilities for additional gaming space,
including furniture fixtures and equipment, parking, hotel and other amenities
directly associated with a first class casino operation, some of which were
presented to City Council as Phase I on June 9, 2004.


 





















 


City understands that Developer’s ability to expand its Lawrenceburg
operation as committed to herein is subject to approval by multiple regulatory
authorities beyond Developer’s control and that this commitment is contingent
upon the approval of those regulatory authorities and Developer’s reasonable
business judgment. To the extent the cumulative amount Developer invested in
capital expansion projects over the Rebate Period as shown by the accounting
does not exceed the rebate due, the difference between the rebate due and the
cumulative amount Developer invested in capital expansion projects over the
Rebate Period shall be held in trust for the benefit of Developer.  At any time Developer provides an accounting
demonstrating the cumulative amount it invested in capital expansion projects
over the Rebate Period as of the date of the accounting exceeds the cumulative
amount of any rebate(s) already received, City shall pay the amount of the
difference held in trust to Developer. 
If the amount Developer invested in capital expansion projects by the
end of the Rebate Period does not exceed the sum of any rebate(s) already
received plus any rebates still held in trust, then the money held in trust
shall become the property of the City.


 


WHEREFORE, the Parties have caused this Agreement to be executed as of
the 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