exv10w15w1xay



 






Exhibit
10.15.1(a)




ASSIGNMENT OF

AGREEMENT GRANTING MOORAGE

DOCKAGE, BERTHING AND OTHER RIGHTS




     THIS
ASSIGNMENT OF AGREEMENT GRANTING MOORAGE, DOCKAGE, BERTHING AND OTHER RIGHTS (the
“Assignment”) is made effective as of the 14th day of March, 2002, by and between GREENVILLE
CASINO PARTNERS, L.P., a Mississippi limited partnership, whose address is P.O. Box 1294, Greenville, MS
38702-1294 (“Assignor”), and JMBS CASINO LLC, a Mississippi limited liability company, whose
address is 3061 Prestwicke Drive, Edgewood, KY 41017 (“Assignee”) as follows:



W
I T N E S S E
T H:




     WHEREAS, the City of Greenville, Mississippi, a municipality (the “City”) entered into an
Agreement Granting Moorage and other Rights with the Cotton Club of Greenville, Inc., a
Mississippi corporation (the “Cotton Club”) dated April 1, 1993, as recorded in Book 1983, Page
591, of the Washington County, Mississippi land records (the “Agreement”), granting the right to
moor certain facilities in the operation of its gaming establishment within a strip eighty-five
(85) feet in width on Lake Ferguson fronting on the Greenville City Wharf (the “Property”), more
fully described on Exhibit A attached hereto and incorporated herein; and



     WHEREAS, Jubilation Lakeshore, Inc., f/k/a Cotton Club of Greenville, Inc. assigned its
rights under the Agreement to Alpha Gulf Coast, Inc. by virtue of an Assignment dated December
11, 1997, recorded in Book 1983, Page 587, of the Washington County, Mississippi Records; and



     WHEREAS, Alpha Gulf Coast, Inc., assigned its rights under the Agreement to Greenville
Casino Partners, L.P., a Mississippi limited partnership, by virtue of an Assignment dated March
2, 1998, recorded in Book 1990, Page 555, of the Washington County, Mississippi Records; and



     WHEREAS, Assignor and Assignee are parties to an Asset Purchase Agreement dated January 26,
2002 (the “Purchase Agreement”), and pursuant to the Purchase Agreement, the Assignor is
required to assign all of its rights under the Agreement to Assignee.



     NOW, THEREFORE, for good and valuable consideration paid, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:



     1. Assignor does hereby assign and convey to Assignee all of Assignor’s right, title and
interest in, to and under the Agreement.



     2. Assignee hereby accepts said Assignment and assumes all of the benefits and agrees to
perform all of the obligations of Assignor under the Agreement.



     3. Assignee in accepting said Assignment acknowledges that it is familiar with the terms,
provisions and conditions of the Agreement and agrees to fully perform and abide by all of the
terms, provisions and conditions of Assignor thereunder, all in



 









 






accordance with the terms hereof and the terms of the Asset Purchase Agreement between Assignor and
Assignee dated January 26, 2002.




     IN WITNESS WHEREOF, the parties have executed this Assignment as of the
dates set forth below in their respective acknowledgments, with this Assignment to be
effective March 14, 2002.



	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	 
	 
	 	 	 	 	 	 
	(As to Assignor)	 	ASSIGNOR:
	 
	 	 	 	 	 	 
	 	 	 	 	GREENVILLE CASINO
PARTNERS, L.P.,
	 	 	 	 	a Mississippi limited partnership
	 
	 	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]	 	By:	 	/s/ M. J. Jacobson
	 	 	 	 	 
	
Printed Name:	 	[ILLEGIBLE]	 	Name:	 	M. J. JACOBSON
	 

	 	 
	 	 	 	 
	 

	 	 	 	Title:	 	CEO
	 

	 	 	 	 	 	 
	 
	 	/s/ [ILLEGIBLE]	 	 	 	 
	 	 	 	 	 
	Printed Name: [ILLEGIBLE]	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(As to Assignee)	 	ASSIGNEE:
	 
	 	 	 	 	 	 
	 	 	 	 	JMBS CASINO LLC,
	 	 	 	 	a Mississippi limited liability company
	 
	 	 	 	 	 	 
	 

	 	/s/ [ILLEGIBLE]	 	By:	 	/s/ Joseph A. Yung
	 	 	 	 	 
	Printed Name: [ILLEGIBLE]	 	 	 	Joseph A. Yung, Manager
	 

	 	 	 	 	 	 
	 
	 	/s/ Bill
Walker	 	 	 	 
	 	 	 	 	 
	Printed Name: Bill
Walker	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	STATE OF MISSISSIPPI

	 	 	)	 	 	 
	 

	 	 	)SS:
	 	 	 
	COUNTY OF WASHINGTON

	 	 	)	 	 	 






     The
foregoing instrument was acknowledged before me this 14th day of
March, 2002, by M. J. Jacobson, the CEO of GREENVILLE CASINO PARTNERS, L.P., a Mississippi
limited partnership, on behalf of the partnership, the Assignee in the foregoing Assignment.



	 	 	 
	 

	 	/s/ [ILLEGIBLE]
	 

	 	 
	 

	 	Notary Public







 









 









	 	 	 	 	 	 	 
	STATE
OF MISSISSIPPI

	 	 	)	 	 	 
	 

	 	 	)SS:
	 	 	 
	COUNTY
OF WASHINGTON

	 	 	)	 	 	 






     The
foregoing instrument was acknowledged before me this 14th
day of March, 2002, by
Joseph A. Yung, the Manger of JMBS CASINO LLC, a Mississippi limited liability company, on behalf
of the company as Assignor in the foregoing Assignment.



	 	 	 
	 

	 	/s/ [ILLEGIBLE]
	 

	 	 
	 

	 	Notary Public






This
instrument prepared by:

Tedd H. Friedman, Esq.

Katz, Teller, Brant & Hild

2400 Chemed Center

255 East Fifth Street
Cincinnati, Ohio 45202-4724
(513)721-4532




KTBH:
514251.1




 









 








Exhibit “A”




     Parcel 7.4 (Section A)




Moorage, dockage and berthing rights upon a strip 85 feet in width on Lake Ferguson
fronting on the Greenville City wharf, the North line of said strip being
contiguous with the South line of the present lease granted by the
City of Greenville to the Greenville Yacht Club (see Parcel 7.3 above); the East line
being the water’s edge of Lake Ferguson as it rises and falls; the South line being
85 feet South of and parallel to the aforementioned Greenville Yacht Club South
lease line; and said strip shall extend in a westerly direction into Lake Ferguson
for an adequate distance from the water’s edge of Lake Ferguson, as it rises and
falls, to properly moor, dock and/or berth the Cotton Club’s gaming casino ship
(now Jubilee Casino), support vessels and facilities; all as is shown as “Area 1”
on the map or plat attached hereto and made a part hereof by reference as if fully
set out herein.


Indexing Instructions:



Index under Section 6, Township 18 North, Range 8 West, Washington County, MS, being that portion
thereof previously described as being parts of Blocks 2 and 5, Original Town Addition of
Greenville, all now lying over the levee.