EXHIBIT 2.3
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (this "Second
Amendment") is made and entered into as of this 1st day of August, 2000, between
Casino Magic Corp., a Minnesota corporation ("Seller"), and BSL, Inc., a
Mississippi corporation ("Buyer").
A. Seller and Buyer entered into that certain Asset Purchase Agreement,
dated as of December 9, 1999, as amended by that certain First Amendment to
Asset Purchase Agreement, dated December 17, 1999 (together, the "Agreement").
B. Seller and Buyer desire to amend the Agreement as set forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller and Buyer agree as follows:
1. Defined Terms. Capitalized terms used herein, but not defined herein, shall
have the meanings ascribed to such terms in the Agreement.
2. Cash Portion of the Purchase Price. Notwithstanding anything to the
contrary contained in Section 3.3.1 of the Agreement, the Cash Portion of
the Purchase Price shall be $127,300,000 in cash, subject to adjustment
under Section 3.3.2 of the Agreement.
3. Tax Allocation. The second sentence of Section 3.8 of the Agreement is
hereby deleted and replaced in its entirety as follows:
"In the absence of agreement within thirty (30) days of the Closing
Date, the allocation of the Purchase Price shall be determined by appraisal
to be performed by a "Big Five" accounting firm mutually acceptable to
Buyer and Seller."
4. Schedules. Buyer and Seller hereby agree to the amendments to the
Disclosure Schedules reflected on Exhibit A attached hereto.
5. Payment of Accrued Wages, Bonus and Expenses. Buyer acknowledges that
Seller shall pay to Buyer, pursuant to Section 11.2.3 of the Agreement, the
collective amount of accrued but unpaid wages, accrued bonuses and earned
but unused vacation (together with related payroll deduction) owing to
Hired Employees as of the Closing Date. Such payment shall be made with the
Post-Closing Adjustment.
6. Casino Cash. Notwithstanding the provisions of Section 2.1.3 of the
Agreement, the Casino Cash shall be determined as of 4:00AM on the Closing
Date.
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7. Simultaneous Amendment of Other Asset Purchase Agreement. The parties to
the Other Asset Purchase Agreement, Boomtown, Inc. and BTN, Inc., are
simultaneously entering into a second amendment to the Other Asset Purchase
Agreement and the effectiveness of this Second Amendment is conditioned
upon the execution and delivery of such second amendment to the Other Asset
Purchase Agreement.
8. Relationship to the Agreement. This Second Amendment supercedes any
inconsistent provisions contained in the Agreement. Except as amended
hereby, the Agreement is in full force and effect.
9. Counterparts. This Second Amendment may be executed in counterparts, which,
when taken together shall be one and the same instrument.
IN WITNESS WHEREOF, this Second Amendment has been executed as of the
date first above written.
SELLER BUYER
CASINO MAGIC CORP., BSL, INC.,
a Minnesota corporation a Mississippi corporation
By: /s/Loren Ostrow By: /s/ Joseph A. Lashinger, Jr.
Its: Secretary Its: Vice President and General Counsel
