exv10w15xay



 





EXHIBIT
10.15(a)




ASSIGNMENT OF

AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS




     THIS ASSIGNMENT OF AGREEMENT GRANTING MOORAGE 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 a
Lease Agreement with Cotton Club of Greenville, Inc., a Mississippi corporation (“Cotton Club”) dated
April 1, 1993 (the “Lease”), granting rights in a 210’ wide strip of land located in Greenville,
Washington County, Mississippi (the “Property”), more fully described on Exhibit A
attached hereto and incorporated herein. The Lease is recorded in Book 1983, Page 601 of the
Washington County, Mississippi Records; and



     WHEREAS, Jubilation Lakeshore, Inc., f/k/a Cotton Club of Greenville, Inc., assigned its
rights under the Lease 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 Lease to Greenville Casino
Partners, L.P., by virtue of an Assignment of Agreement Granting Moorage, Dockage, Berthing and
Other rights and Lease Agreement 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 Lease 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 Lease.



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



     3. Assignee in accepting said Assignment acknowledges that it is familiar with the terms,
provisions and conditions of the Lease 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/
[ILLEGIBLE]	 	 	 	 
	 	 	 	 	 
	Printed Name:
[ILLEGIBLE]	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 
	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 MS

	 	 	)	 	 	 
	 

	 	 	)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: 514360.2





 









 








Exhibit “A”




     Parcel 7.5 (Section B)




A tract of land 210 feet wide, the South line of which shall be the North edge of
the paved City wharf, the East line of which is the West edge of the access
concrete sidewalks into Schelben Park, the North line of which is 210 feet North of
and parallel to the North edge of the concrete City wharf, and West line of which
is the water’s edge of Lake Ferguson, as it rises and falls, said tract of land
being shown as “Area 2” on the map 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.