exv10w12xdy



 




Exhibit
10.12(d)




ASSIGNMENT OF YACHT CLUB DOCKAGE

AGREEMENT AND LICENSE AGREEMENT




     WHEREAS, Alpha Gulf Coast, Inc., a Delaware corporation (“Seller”) and Greenville Casino
Partners, LP, a Mississippi limited partnership (“Purchaser”), have entered into an Asset Purchase
Agreement dated December 17, 1997, (the “Agreement”); and



     WHEREAS, pursuant to the Agreement, purchaser has agreed to assume and perform in accordance
with its terms that certain Dockage Agreement dated December 29, 1992, between the Greenville
Yacht Club, a Mississippi Corporation, and the Cotton Club of
Greenville, Inc. a Mississippi Corporation, as amended by Letter Agreement dated December 29, 1992, and amended by an
Agreement dated April 2, 1993, and amended by a Second Amendment to Dockage Agreement dated July
27, 1995, a memorandum of which is filed in Book 1983, Page 649, of the Washington County,
Mississippi land records, and by a Third Amendment to Dockage Agreement dated December 22, 1997
(the “Dockage Agreement”) and which was assigned by the Cotton Club of Greenville, Inc., to Alpha
Gulf Coast, Inc., a Delaware corporation, by an Assignment effective November 17, 1995, with
actual execution on December 11, 1997, and that certain License Agreement dated March 1, 1994,
between the Greenville Yacht Club and DRL, Inc., and the Cotton Club of Greenville, Inc., a true
and correct copy of which has been delivered to Purchaser (the “License Agreement”) which was
subsequently assigned by the Cotton Club of Greenville, Inc., to Alpha Gulf Coast, Inc., by an



 









 




Assignment effective November 17, 1995, with actual execution on December 11, 1997;




     NOW, THEREFORE, FOR AND IN consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, Seller does hereby sell,
convey, assign, transfer and deliver to Buyer all of Seller’s rights in, to and under the Dockage
Agreement and License Agreement (The Dockage Agreement and License Agreement are hereinafter
referred to as the (“Agreements”), which are incorporated herein by reference.



     Provided further this assignment is made subject to the terms and conditions of the Asset
Purchase Agreement, including the representations and warranties contained in the Asset Purchase
Agreement.



     Purchaser assumes and agrees to perform, pay and discharge and indemnify and hold Seller
harmless from the liabilities and obligations of Seller arising or to be performed from and
after the Closing Date (as that phrase is defined in the Asset Purchase Agreement) under the
assigned Agreements.



     This assignment and assumption of the assigned Agreements shall bind and shall inure to the
benefit of Seller and Purchaser and their respective successors and assigns.



     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by
the duly authorized representatives as of this, the 2 day of March, 1998.



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	 	 	ALPHA GULF COAST, INC., a

Delaware Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]
 

	 	 
	 

	 	Its:
	 	CFO
 

	 	 
	 
	 	 	 	 	 	 
	 	 	GREENVILLE CASINO PARTNERS, L.P.

a Mississippi Limited Partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GREENVILLE CP, INC.,	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]
 

	 	 
	 

	 	Its:
	 	PRESIDENT
 

	 	 






STATE OF NEW YORK




COUNTY OF NEW YORK




     PERSONALLY appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, the within named James A. Cutler, the CFO of ALPHA GULF COAST, INC., a Delaware corporation, who acknowledged
that he signed and delivered the above and foregoing instrument on the day and year therein
mentioned, on behalf of said corporation, after being authorized to do so.



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     GIVEN
under my hand and official seal this, the 2nd day of March, 1998.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Lila E. Gaston
 

	 	 
	 

	 	 	 	Notary Public	 	 
	 
	 	 	 	 	 	 
	My Commission Expires: 8/29/99 
	 	 	 	 	 	 
	

	 	 	 	LILA E. GASTON	 	 
	 

	 	 	 	Notary Public, State of New York	 	 
	 

	 	 	 	No. 4879857	 	 
	 

	 	 	 	Qualified in New York County	 	 
	 

	 	 	 	Commission Expires 8/29/99	 	 






STATE OF NEW YORK




COUNTY OF NEW YORK




     PERSONALLY appeared before me, the undersigned authority in and for the jurisdiction
aforesaid, the within named John R O’Donnell, the President of GREENVILLE CP, INC., a
Delaware corporation, who acknowledged that he signed and delivered the above and foregoing
instrument on the day and year therein mentioned, on behalf of said corporation, as its act and
deed as the General Partner of GREENVILLE CASINO PARTNERS, L.P., a Mississippi Limited Partnership,
having been duly authorized to do so.



 




     GIVEN under my hand and official seal this, the 2nd day of March, 1998.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Lila E. Gaston
 

	 	 
	 

	 	 	 	Notary Public	 	 
	 
	 	 	 	 	 	 
	My Commission Expires: 8/29/99 
	 	 	 	 	 	 
	 

	 	 	 	LILA E. GASTON	 	 
	 

	 	 	 	Notary Public, State of New York	 	 
	 

	 	 	 	No.4879857	 	 
	 

	 	 	 	Qualified in New York County	 	 
	 

	 	 	 	Commission Expires 8/29/99	 	 






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